ex1012013equityincentive






                                                                       BLACKBERRY LIMITED                              EQUITY INCENTIVE PLAN                         AMENDED AND RESTATED MAY 2, 2018   SECTION 1  INTERPRETATION AND ADMINISTRATIVE PROVISIONS   1.1   Purposes   The purposes of this Plan are to assist the Corporation and its affiliates to attract, retain and  motivate executive officers and employees by granting to them: (i) options to purchase  common shares of the Corporation; and (ii) restricted share units.   1.2   Definitions   When used herein, unless the context requires otherwise, the following terms have the  following meanings:         “affiliate” and “jointly or in concert” have the respective meanings set forth in the        Securities Act (Ontario), as amended from time to time.         “Approved Leave of Absence” means (i) any personal or education leave in excess of        four (4) weeks in duration, (ii) any period during which you are in receipt of long-term        disability benefits, or (iii) any period during which your status of employment changes        from full-time to part-time (being less than twenty-five (25) hours per week).         “Award” means an Option or RSU granted under this Plan.           “Award Agreement” means an Option Agreement or RSU Agreement as the context        requires.         “Award Date” means the date the Board grants an Award under this Plan.         “Blackout Period” means any period imposed by the Corporation applicable to a        Participant, during which specified individuals, including insiders of the Corporation,        may not trade in the Corporation’s securities (including for greater certainty any period        during which specific individuals are restricted from trading because they have material        non-public information), but does not include any period when a regulator has halted        trading in the Corporation’s securities.          “Board” means the Board of Directors of the Corporation.         “Business Day” means a day other than a Saturday, Sunday or other day when banks in        the City of Toronto, Ontario are not generally open for business.         “Cause” has the meaning attributed to such term in the Participant’s Employment        Agreement, or if the Employment Agreement is silent or the Participant does not have        an Employment Agreement, “cause” means grounds for summary termination of the 





 






                               - 2 -   employment contract without notice, pay in lieu of notice, severance pay, or similar  obligations, as that concept is interpreted and applied by the courts of Ontario.   “Change of Control” means the occurrence of any of the following events:   (a)   an amalgamation, merger, consolidation, arrangement or other reorganization        involving the Corporation or any of its affiliates and another corporation or other        legal entity, as a result of which the holders of the Shares immediately prior to        the completion of that transaction hold less than a majority of the Shares after        completion of that transaction;   (b)   any individual, entity or group of persons acting jointly or in concert, acquires or        becomes the beneficial owner of, directly or indirectly, more than 50% of the        Shares, whether through acquisition of previously issued and outstanding        Shares, or of Shares that have not been previously issued, or any combination        thereof, or any other transaction of similar effect;   (c)   the Corporation sells or otherwise transfers all or substantially all of its assets to        any other corporation or other legal person or entity (other than a disposition or        transfer of assets to an affiliate of the Corporation as part of a reorganization of        assets of an affiliate of the Corporation), where the holders of Shares        immediately prior to the completion of that transaction hold less than a majority        of the common shares of the acquiring corporation or person immediately after        the completion of such transaction; or   (d)   as a result of or in connection with the contested election of directors, the        nominees named in the most recent Management Information Circular of the        Corporation for election to the Board do not constitute a majority of the Board.   “Change of Control Period” means the shorter of: (i) 24 months following a Change of  Control; and (ii) the period of time following a Change of Control specified in the  Participant’s Employment Agreement.    “Committee” means the committee of the Board responsible for recommending to the  Board the compensation of the executive officers and other employees, which, as at the  effective date of the Plan, is the Compensation, Nomination and Governance  Committee.  “Corporation” means Blackberry Limited.  “Employment Agreement” means a written employment agreement between a  Participant and a Participating Entity.    “Exercise Notice” means a written notice by a Participant addressed to the Secretary of  the Corporation stating the Participant’s intention to exercise a particular Option.  “Exercise Price” means the price at which Shares may be purchased on the exercise of  an Option.  “Expiry Date” means: 





 






                               - 3 -   (a)   in respect of any Option, the fifth (5th) anniversary of the Award Date unless        another date is specified by the Board, provided that the Expiry Date may not be        later than the fifth (5th) anniversary of the Award Date;  (b)   in respect of any RSU, the date specified in the applicable RSU Agreement, if any,        as the date on which the RSU will be terminated and cancelled or, if no such date        is specified in the RSU Agreement, December 31 of the third (3rd) calendar year        following the Award Date.  “Market Value” means the closing trading price of the Shares on the New York Stock  Exchange or the Toronto Stock Exchange, as the case may be, on the applicable date, or  if there is no closing trading price on that date, then on the last preceding date on which  such a closing trading price was reported.  “Option” means a right granted to a Participant to purchase Shares on the terms set out  in the Plan.  “Option Agreement” means a signed, written agreement (which may be in electronic  form), between a Participant and the Corporation, substantially in the form attached as  Schedule “A” hereto, subject to any amendments or additions thereto as may, in the  discretion of the Board, be necessary or advisable, evidencing the terms and conditions  on which an Option has been granted under this Plan.    “Option Period” means the period of time during which an Option granted under this  Plan may be exercised.  “Participant” means an employee of a Participating Entity who the Board determines  may participate in this Plan.  “Participating Entity” means the Corporation and any affiliate of the Corporation which  is designated by the Board from time to time.  “Person” means any individual, sole proprietorship, partnership, unincorporated  association, unincorporated syndicate, unincorporated organization, trust, body  corporate, and a natural person in such person’s capacity as trustee, executor,  administrator or other legal representative.  “Plan” means this Blackberry Limited Equity Incentive Plan.  “Prior Plans” means the Corporation’s Stock Option Plan (Amended and Restated March  2012) and the Corporation’s 2005 Restricted Share Unit Plan (as amended).  “RSU” means a right granted to a Participant to receive a Share or a cash payment based  on the Market Value of a Share that generally becomes Vested, if at all, following a  period of continuous employment and subject to the RSU Vesting Conditions.  “RSU Account” has the meaning set out in Section 4.3.  “RSU Agreement” means a signed, written agreement (which may be in electronic  form), between a Participant and the Corporation, substantially in the form attached as  Schedule “B” hereto, subject to any amendments or additions thereto as may, in the  discretion of the Board, be necessary or advisable, evidencing the terms and conditions  on which an RSU has been granted under this Plan. 





 






                                     - 4 -         “RSU Vesting Conditions” means any conditions relating to a Participant’s continued        service with a Participating Entity for a period of time and/or any other conditions in        respect of the Vesting of RSUs determined by the Board at the time of the Award.        “Settlement Date” means, with respect to any RSU, the date upon which Vested RSUs        under such Award shall be settled in the form elected by the Corporation pursuant to        Section 4.4.        “Share” means a common share of the Corporation.        “Substitute Awards” shall mean Awards granted or Shares issued by the Company in        assumption of, or in substitution or exchange for, awards previously granted, or the        right or obligation to make future awards, in each case by a company acquired by the        Company or any subsidiary of the Company or with which the Company or any        subsidiary of the Company amalgamates.        “Termination Date” means:        (a) subject to subparagraph (b) below, in the case of the termination of the              Participant’s employment by a Participating Entity or the Participant’s              resignation, the earlier of: (i) the date specified in the written notice of              termination or resignation; and (ii) the last day worked by the Participant,              provided such date shall not be prior to the last day of any minimum statutory              notice period, if applicable; and        (b)   in the case of a Change of Control, where there is a termination of the              Participant’s employment other than for Cause, the last day worked by the              Participant.        “Vested” means: (i) with respect to an Option, that it has become exercisable; and        (ii) with respect to RSUs, the applicable RSU Vesting Conditions in relation to a whole or        a percentage of the number of RSUs covered by an Award have been met. “Vest” and        “Vesting” have corresponding meanings.        “Vesting Date” means: (i) with respect to an Option, the date on which it becomes        exercisable; and (ii) with respect to RSUs, the date on which the applicable RSU Vesting        Conditions are met.        “Vesting Period” means, with respect to an Award, a period specified by the Board,        commencing on the Award Date and ending no later than immediately prior to the        Expiry Date.    1.3  Interpretation   The Plan is to be interpreted as follows:         (a)   The use of headings is for ease of reference only and does not affect              construction or interpretation of this Plan.         (b)   Where the context so requires, words importing the singular number include the              plural and vice versa, and words importing the masculine gender include the              feminine and neuter genders. 





 






                                     - 5 -         (c)   References to Sections and Subsections are references to sections and              subsections in this Plan, unless otherwise specified.         (d)   All amounts paid or values to be determined under the Plan shall be in Canadian              dollars.         (e)   Whenever the Board is to exercise discretion in the administration of the terms              and conditions of this Plan or any Award, the term “discretion” means the “sole              and absolute discretion” of the Board.         (f)   Where the words “including” or “includes” appear in this Plan, they mean              “including (or includes) without limitation”.   1.4 Prior Plans   This Plan is intended to replace the Prior Plans, which Prior Plans shall be automatically  terminated and replaced and superseded by this Plan on the date on which this Plan is  approved by the Corporation’s shareholders, such that after the effective date of this Plan (as  provided in Section 6.16), no awards may be granted under the Prior Plans.  Notwithstanding  the foregoing, any awards granted under the Prior Plans shall remain in effect pursuant to their  terms (as they may be duly amended from time to time) and shall be governed by the terms of  the Prior Plans, as applicable, under which they were first granted.   SECTION 2  ADMINISTRATION   2.1   Administration   This Plan will be administered by the Board and the Board has complete authority, in its  discretion, to interpret the provisions of this Plan.  In administering and interpreting the Plan,  the Board may adopt, amend and rescind administrative guidelines and other rules and  regulations relating to this Plan and make all other determinations and take all other actions  necessary or advisable for the implementation and administration of this Plan which the Board  determines, in its discretion, are necessary or advisable. The Board’s determinations and  actions within its authority under this Plan are final, conclusive and binding on the Corporation,  its affiliates and all other Persons.   2.2   Delegation   To the extent permitted by applicable law, the Board may, from time to time, delegate to the  Committee or to the Executive Chair of the Corporation all or any of the powers conferred on  the Board under the Plan. In such event, but only to the extent reasonably required for the  purposes of such delegation, references to the Board mean and include the Committee or the  Executive Chair, as applicable, and the Committee or the Executive Chair, as applicable, will  exercise the powers delegated to it or to him by the Board in the manner and on the terms  authorized by the Board. Any decisions made or actions taken by the Committee or the  Executive Chair arising out of or in connection with the administration or interpretation of this 





 






                                     - 6 -   Plan within its or his authority under this Plan, are final, conclusive and binding on the  Participating Entities and all other Persons.    2.3   Eligibility         (a)   Participation in the Plan is entirely voluntary.         (b)   All employees of Participating Entities are eligible to participate in this Plan.           (c)   Eligibility to participate in the Plan does not confer upon any Person any right to              be granted Awards pursuant to this Plan.  In addition, no Participant has any              claim or right to be granted an Award (including, without limitation, an Award              granted in substitution for any Award that has expired pursuant to the terms of              this Plan).   2.4  Taxes and Other Source Deductions   The Corporation is authorized to deduct or withhold from any amount payable or credited  hereunder such taxes and other amounts as it may be required by applicable law to deduct or  withhold and to remit the amounts deducted or withheld to the applicable governmental  authority as required by applicable law.  If a Participating Entity is required under applicable law  to deduct or withhold and remit to the applicable government authority an amount on account  of tax in respect of any amount paid hereunder and there is insufficient cash paid hereunder  from which to make the required deduction or withholding, the Participant shall:         (a)   pay to the Participating Entity sufficient cash as is reasonably determined by the              Participating Entity to be the amount necessary to permit the required              remittance;         (b)   authorize the Participating Entity, on behalf of the Participant, to sell in the              market on such terms and at such time or times as the Participating Entity              determines, a portion of the Shares issued hereunder to realize cash proceeds to              be used to satisfy the required tax remittance; or         (c)   make other arrangements acceptable to the Participating Entity to fund the              required tax remittance.   2.5   Information   Each Participant shall provide the Corporation with all information the Corporation requires  from that Participant in order to administer this Plan.   2.6  Indemnification   Each member of the Board and the Committee is indemnified and held harmless by the  Corporation against any cost or expense arising out of any act or omission in connection with  this Plan to the extent permitted by applicable law.  This indemnification is in addition to any  rights of indemnification a Board or Committee member may have as director or otherwise. 





 






                                     - 7 -   2.7  Governing Law   This Plan shall be governed by and construed and interpreted in accordance with the laws of  the Province of Ontario and the federal laws of Canada applicable therein.   2.8  Total Shares Subject to Awards         (a)   Number of Shares.  Subject to adjustment as provided in Section 6, a total of              33,875,000 Shares shall be authorized for Awards granted under the Plan, less              0.625 Share for every one (1) Share that was subject to an option granted after              March 2, 2013 under any Prior Plan and one (1) Share for every one (1) Share              that was subject to an award other than an option granted after March 2, 2013              under any Prior Plan.  Any Shares that are subject to Options shall be counted              against this limit as 0.625 Share for every one (1) Option granted, and any Shares              that are subject to Awards other than Options shall be counted against this limit              as one (1) Share for every one (1) share unit.  After the effective date of the Plan              (as provided in Section 6.16), no awards may be granted under any Prior Plan.           (b)   If (i) any Shares subject to an Award are forfeited, an Award expires or an Award              is settled for cash (in whole or in part), or (ii) after March 2, 2013 any Shares              subject to an award under any Prior Plan are forfeited, an award under any Prior              Plan expires or is settled for cash (in whole or in part), then in each such case the              Shares subject to such Award or award under any Prior Plan shall, to the extent              of such forfeiture, expiration or cash settlement, be added to the Shares              available for Awards under the Plan, in accordance with Section 2.8(d) below.  In              the event that withholding tax liabilities arising from an Award other than an              Option or, after March 2, 2013, an award other than an option under any Prior              Plan are satisfied by the tendering of Shares (either actually or by attestation) or              by the withholding of Shares by the Corporation, the Shares so tendered or              withheld shall be added to the Shares available for Awards under the Plan in              accordance with Section 2.8(d) below.  Notwithstanding anything to the contrary              contained herein, the following Shares shall not be added to the Shares              authorized for grant under paragraph (a) of this Section: (i) Shares tendered by              the Participant or withheld by the Corporation in payment of the purchase price              of an Option or, after March 2, 2013, an option under any Prior Plan; (ii) Shares              tendered by the Participant or withheld by the Corporation to satisfy any tax              withholding obligation with respect to Options or, after March 2, 2013, options              under any Prior Plan; and (iii) Shares reacquired by the Corporation on the open              market or otherwise using cash proceeds from the exercise of Options, or after              March 2, 2013, options under any Prior Plan.         (c)   Substitute Awards shall not reduce the Shares authorized for grant under the              Plan, nor shall Shares subject to a Substitute Award be added to the Shares              available for Awards under the Plan as provided in paragraph (b) above.               Additionally, in the event that a company acquired by the Corporation or any              subsidiary of the Corporation or with which the Corporation or any subsidiary of 





 






                                     - 8 -               the Corporation combines has shares available under a pre-existing plan              approved by shareholders and not adopted in contemplation of such acquisition              or arrangement, the shares available for grant pursuant to the terms of such pre-             existing plan (as adjusted, to the extent appropriate, using the exchange ratio or              other adjustment or valuation ratio or formula used in such acquisition or              arrangement to determine the consideration payable to the holders of common              shares of the entities party to such acquisition or arrangement) may be used for              Awards under the Plan and shall not reduce the Shares authorized for grant              under the Plan (and Shares subject to such Awards shall not be added to the              Shares available for Awards under the Plan as provided in paragraphs (b) above);              provided that Awards using such available shares shall not be made after the              date awards or grants could have been made under the terms of the pre-existing              plan, absent the acquisition or arrangement, and shall only be made to              individuals who were not employees or directors prior to such acquisition or              arrangement.           (d)   Any Shares that again become available for Awards under the Plan pursuant to              this Section shall be added as (i) 0.625 Share for every one (1) Share subject to              Options granted under the Plan or options granted under any Prior Plan, and (ii)              as one (1) Share for every one (1) Share subject to Awards other than Options              granted under the Plan or awards other than options granted under any Prior              Plan.   2.9   Insider Participation Limits   The grant of Awards under the Plan is subject to the following limitations:         (a)   No more than 10% of the Corporation’s outstanding Shares may be issued under              the Plan or pursuant to any other security based compensation arrangements of              the Corporation in any one (1) year period.         (b)   No more than 5% of the Corporation’s outstanding Shares may be issued under              the Plan or pursuant to any other security based compensation arrangements of              the Corporation to any one Participant.         (c)   No more than 10% of the Corporation’s outstanding Shares may be issued to              insiders under the Plan or under any other security based compensation              arrangements of the Corporation within any one (1) year period or be issuable to              insiders at any time.         (d)   For the purposes of this Plan, “insider” and “security based compensation              arrangement” have the meanings set out in the TSX Company Manual.   2.10 Award Agreements   All grants of Awards under this Plan will be evidenced by Award Agreements.  Any one of the  Chief Financial Officer or the Executive Vice President of Human Resources of the Corporation is 





 






                                     - 9 -   authorized and empowered to execute on behalf of the Corporation and deliver an Award  Agreement to a Participant.   SECTION 3   GRANT OF OPTIONS   3.1  Grant of Options   Subject to Section 2.8, the Board may, in its discretion, from time to time, subject to the  provisions of this Plan and such other terms and conditions as the Board may prescribe, grant  Options to any Participant, and the Participant shall execute an Option Agreement evidencing  the same.   3.2  Exercise Price   The Exercise Price under any Option will be as determined by the Board at the time the Option  is granted but may not be less than the Market Value of a Share at the Award Date.   3.3   Term of Options   Subject to Section 3.8 and to any accelerated termination pursuant to the Plan, each Option  expires on the Expiry Date.   3.4   Vesting   Each Option shall vest and be exercisable at such times, in such manner and subject to such  terms and conditions as the Committee or the Executive Chair, as applicable, may specify in the  applicable Option Agreement, subject to the provisions of this Plan. In the event that the  Participant does not remain actively employed by a Participating Entity during a Vesting Period  due to an Approved Leave of Absence, the Vesting Period shall be extended for a time period  equal to the length of the Approved Leave of Absence, provided that the affected Options shall  vest prior to the Expiry Date.    3.5  Exercise of Options   Subject to the provisions of this Plan and any Option Agreement, Options may be exercised by  one of the following:         (a)   by delivery of a fully completed Exercise Notice to the Secretary of the              Corporation accompanied by payment in full of the applicable Exercise Price. The              Exercise Price may be paid by wire transfer, certified cheque, bank draft or              money order payable to the Corporation; or         (b)   an election for the receipt, without payment by the Participant, of either (i) an              amount in cash per Option or (ii) a net number of Shares (in each case, net of any              applicable withholding taxes or deductions) equal to the difference between the              Exercise Price of the Option and the price at which Solium or such other              securities dealer as designated by the Corporation is able to sell the Shares in the              capital markets, selected by such dealer in its discretion, or otherwise, on the 





 






                                    - 10 -               trading day that the Exercise Notice is given. The transfer cost incurred to issue              the Shares will be deducted from the net proceeds payable to the Participant.   3.6   Issue of Shares   In the case of a Participant electing to receive Shares in accordance with Section 3.5(a) or  Section 3.5(b)(ii), no Shares will be issued or transferred until full payment of the Exercise Price  therefor has been received by the Corporation and all conditions to the issue of the Shares have  been met.  As soon as practicable after receipt of an Exercise Notice or election to receive  Shares and full payment of the Exercise Price and the satisfaction of all conditions to the issue  of the Shares, the Corporation will deliver or cause to be delivered to the Participant a  certificate or certificates representing the acquired Shares or other evidence of the issuance of  the acquired Shares.   3.7   Conditions to Delivery of Shares   The Corporation’s obligation to issue and deliver Shares upon the exercise of any Option is  subject to:         (a)   the satisfaction of all requirements under applicable laws in respect thereof and              obtaining all approvals the Corporation shall determine to be necessary or              advisable in connection with the authorization, issuance or sale thereof,              including shareholder approval, if required;          (b)   if such Shares are listed on any stock exchange in Canada or the United States,              compliance with the requirements of such stock exchanges; and         (c)   the receipt from the Participant of such representations, warranties, agreements              and undertakings, including to future dealings in the such Shares, as the              Corporation or its counsel determines to be necessary or advisable in order to              ensure compliance with applicable laws.   3.8   Extension of Options that Expire During a Blackout Period   If an Option would otherwise expire during a Blackout Period, the term of such Option shall  automatically be extended until ten (10) Business Days after the end of the Blackout Period.  3.9  Effect of Exercise   A Participant shall have no further rights, title or interest with respect to any Option that has  been exercised.     No dividends or dividend equivalents may be granted in connection with an Option.   Other than pursuant to Section 6, the Board shall not without the approval of the Corporation’s  shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an  Option when the option price per Share exceeds the Market Value of one Share in exchange for  cash or another award (other than in connection with a Change in Control), or (c) take any 





 






                                    - 11 -   other action with respect to an Option that would be treated as a repricing under the rules and  regulations of the stock exchanges in Canada and the United States on which the Shares are  listed.    SECTION 4  GRANT OF RSUs   4.1  Grant of RSUs   The Board may, in its discretion, from time to time, subject to the provisions of this Plan and  such other terms and conditions as the Board may prescribe, grant RSUs to any Participant, and  the Participant shall execute an RSU Agreement.  4.2   Number of RSUs   Each Award Agreement shall set forth the Award Date of the RSUs evidenced thereby, the  number of RSUs subject to such Award (or the aggregate dollar value of the Award that will be  divided by the Market Value on the Award Date and rounded down to determine the number  of RSUs), the RSU Vesting Conditions and the applicable Vesting Period(s) and may specify such  other terms and conditions as required under any provision of the Plan.   In the event that the  Participant does not remain actively employed by a Participating Entity during a Vesting Period  due to an Approved Leave of Absence, the Vesting Period shall be extended for a time period  equal to the length of the Approved Leave of Absence, provided that the affected RSUs shall  vest prior to the Expiry Date.    4.3   RSU Accounts  An RSU Account shall be maintained by the Corporation for each Participant and will be  credited with such notional grants of RSUs as are received by a Participant from time to time.   RSUs that fail to Vest in a Participant, or that are paid out to the Participant, shall be cancelled  and shall cease to be recorded in the Participant’s RSU Account as of the date on which such  RSUs are forfeited or cancelled under the Plan or are settled, as the case may be.   No dividends or dividend equivalents may be credited in connection with an RSU.   4.4   Settlement of RSU Awards   On the Vesting Date, or as soon as practicable following a Vesting Date, such day being the  Settlement Date provided that such Settlement Date may not be later than the Expiry Date, the  Corporation shall:         (a)   subject to Section 2.8, issue from treasury the number of Shares that are              issuable to the Participant on the Settlement Date, as fully paid and non-             assessable shares; or         (b)   pay an amount in cash to the Participant equal to the aggregate Market Value of              the Shares covered by the Vested RSUs at the Settlement Date. 





 






                                    - 12 -   Whether a Vested RSU is settled in accordance with Section 4.4(a) or Error! Reference source  not found. shall be at the sole discretion of the Corporation.   SECTION 5   TERMINATION OF EMPLOYMENT   5.1  Termination of Employment   If the Participant ceases to be employed by a Participating Entity, the Participant shall forfeit all  rights, title and interest in the Participant’s Awards which are not Vested on the Termination  Date.  The Participant may exercise the Participant’s Options which are Vested on the  Termination Date until the earlier of: (i) the Expiry Date; and (ii) ninety (90) days after the  Termination Date, after which time all Options expire.   5.2  Death of the Participant   All rights, title and interest in the Participant’s Awards which are not Vested on the Participant’s  death shall immediately vest on the date of the Participant’s death.  All of the Participant’s  Vested Options may be exercised by the Participant’s estate, until the earlier of: (i) the Expiry  Date; and (ii) six (6) months after the date of the Participant’s death, after which time all  Options expire.  All of the Participant’s Vested RSUs shall be settled by the Corporation in  accordance with Section 4.4 and the Shares or the cash payment will be provided to the  Participant’s estate.  5.3  Termination or following a Change of Control   Notwithstanding Section 5.1, if on or following a Change of Control, (A) the employment of the  Participant is terminated other than for Cause during the Change of Control Period or, (B) if the  Corporation or any entity which is or would be the successor to the Corporation or which may  issue securities in exchange for Shares in connection with the Change of Control becoming  effective has not assumed or replaced on substantially similar terms the Participant’s existing  Awards under the Plan: all Awards granted to the Participant shall immediately Vest; all  restrictions shall lapse; and all Vested Options may be exercised by the Participant until the  earlier of the applicable Expiry Date and one (1) year after (i) the Termination Date or (ii) the  effective date of the Change of Control, as applicable, after which time all Options Expire, and  all Vested RSUs shall be settled by the Corporation in accordance with Section 4.4.    5.4   Discretion to Permit Exercise   Subject to applicable laws, the Board may, in its discretion, at any time permit the exercise of  any or all Awards held by the Participant or by the Participant’s estate, as the case may be, in  the manner and on the terms authorized by the Board in its discretion, provided that, in any  case, none of the Board, the Committee or the Executive Chair may authorize the exercise of an  Award pursuant to this Section 5 beyond the Expiry Date.  5.5 Employment Agreements   Sections 5.1, 5.2 and 5.3 of the Plan are subject to the terms and conditions of the Participant’s  Employment Agreement. 





 






                                    - 13 -   SECTION 6  ADJUSTMENTS   6.1   General   The provisions contained in this Plan and any Award Agreement and the existence of any  Awards shall not affect in any way the right of the Corporation or its shareholders or affiliates  to take any action, including any change in the Corporation’s capital structure or its business, or  any acquisition, disposition, amalgamation, combination, merger or consolidation, or the  creation or issuance of any bonds, debentures, shares or other securities of the Corporation or  of an affiliate thereof or the determination of the rights and conditions attaching thereto, or  the dissolution or liquidation of the Corporation or of any of its affiliates or any sale or transfer  of all or any part of their respective assets or businesses, whether or not any such corporate  action or proceeding would have an adverse effect on this Plan or any Awards granted  hereunder.  6.2  Reorganization of the Corporation’s Capital   If the Corporation effects a subdivision or consolidation of Shares or any similar capital  reorganization, amalgamation, combination, recapitalization, stock split, reverse stock split,  spin-off, or a payment of a dividend (whether in cash, shares or other property, other than an  ordinary cash dividend), or if any other change is made in the capitalization of the Corporation  that, in the opinion of the Board, would warrant the amendment or replacement of any existing  Awards in order to adjust:        (a)   the number of Shares that may be acquired on the exercise of any outstanding              Options;          (b)   the Exercise Price of any outstanding Options; or         (c)   the number of RSUs in the Participant’s RSU Account;   in order to preserve proportionately the rights and obligations of the Participants, the Board  will authorize such steps to be taken as may be equitable and appropriate to that end.  6.3  Change of Control   In the event of a Change of Control, the Board shall have the authority to take all necessary  steps so as to ensure the preservation of the economic interests of the Participants in, and to  prevent the dilution or enlargement of, any Options or RSUs, which unless otherwise provided  in an Award Agreement shall include ensuring that the Corporation or any entity which is or  would be the successor to the Corporation or which may issue securities in exchange for Shares  upon the Change of Control becoming effective will assume each outstanding Award, or will  provide each Participant with new or replacement or amended Options or RSUs which will  continue to Vest following the Change of Control on similar terms and conditions as provided in  this Plan. 





 






                                    - 14 -   6.4   Fractional Shares   No fractional Shares will be issued on the exercise of an Option or the settlement of a RSU.   Accordingly, if as a result of any adjustment to either the Exercise Price or the number of Shares  issuable on exercise of an Option is made pursuant to the Plan, or to the number of RSUs in the  Participant’s RSU Account, the Participant would become entitled to receive a fractional Share  on the exercise of an Option or the settlement of a RSU, the Participant has the right to acquire  only the number of full Shares and no payment or other adjustment will be made with respect  to the fractional Shares so disregarded.   6.5   Legal Requirement   The Corporation is not obligated to grant any Awards, issue or cause to be purchased any  Shares or other securities, make any payments or take any other action if, in the opinion of the  Board, in its discretion, such action would constitute a violation by a Participant or the  Corporation of any provision of any applicable statutory or regulatory requirement of any  government or governmental authority.  6.6   Rights of Participant   The granting of any Award is not to be construed as giving a Participant a right to remain in the  employ of a Participating Entity.  The participation in the Plan by an employee of a Participating  Entity shall be entirely optional.   6.7  Amendment or Discontinuance   Subject to the final sentence of this Section 6.7, the Board may amend, suspend or terminate  the Plan, or any portion thereof, at any time, subject to those provisions of applicable law  (including, without limitation, the applicable rules, regulations and policies of any stock  exchange) that require the approval of shareholders or any governmental or regulatory body.   The Board may make amendments to the Plan or to any Award outstanding thereunder without  seeking shareholder approval, except for the following types of amendments:        (a)   increasing the number of Shares reserved for issuance under the Plan or other              Plan limits;         (b)   any change to the definition of Participant;          (c)   reducing the Exercise Price of an Option, except pursuant to Sections 6.2, or any              cancellation and reissue of an Option;         (d)   extending the Expiry Date of an Award, except the automatic extension of an              Award pursuant to Sections 3.8 or 4.2 or 4.4;         (e)   permitting Awards to be transferred other than by testate or intestate              succession;  





 






                                    - 15 -         (f)   permitting the addition or modification of a cashless exercise feature, payable in              cash or Shares, unless it provides for a full deduction of the number of              underlying Shares from the Plan reserve;          (g)   permitting awards, other than Awards, to be made under the Plan;          (h)   amendments to this Section 6.7; or         (i)   amendments to the Plan required to be approved by shareholders under              applicable law.   Except as expressly set forth in the Plan, no action of the Board may adversely alter or impair  the rights of a Participant under any Award previously granted to the Participant without the  consent of the affected Participant.  6.8   Severability   If any provision of this Plan or any Award Agreement is determined to be illegal or  unenforceable by any court of law in any jurisdiction, the remaining provisions are severable  and enforceable in accordance with their terms, and all provisions will remain enforceable in  any other jurisdiction.  6.9   General Restrictions and Assignment         (a)   Except as required by law, the rights of a Participant under this Plan are not              capable of being anticipated, assigned, transferred, alienated, sold, encumbered,              pledged, mortgaged or charged and are not capable of being subject to              attachment or legal process for the payment of any debts or obligations of the              Participant.         (b)   Rights and obligations under this Plan may be assigned by the Corporation to a              successor in the business of the Corporation, any corporation resulting from any              amalgamation, reorganization, combination, merger or arrangement of the              Corporation, or any corporation acquiring all or substantially all of the assets or              business of the Corporation.   6.10  Market Fluctuations         (a)   No amount will be paid to, or in respect of, a Participant under this Plan              (including any Award and any Shares that have not been issued or as to which              any applicable restriction has not lapsed), to compensate for a downward              fluctuation in the price of the Shares, nor will any other form of benefit be              conferred upon, or in respect of, a Participant for such purpose.  Awards may be              exercised during the life of the Participant only by the Participant or the              Participant’s guardian or legal representative.           (b)   The Corporation makes no representations or warranties to Participants with              respect to this Plan or the Awards whatsoever. Participants are expressly advised 





 






                                    - 16 -               that the value of any Awards will fluctuate as the trading price of the Shares              fluctuates.         (c)   In seeking the benefits of participation in this Plan, a Participant agrees to              exclusively accept all risks associated with a decline in the market price of the              Shares and all other risks associated with the Awards.   6.11 No Shareholder Rights   Under no circumstances shall Awards be considered Shares or other securities of the  Corporation, nor shall they entitle any Participant to exercise voting rights or any other rights  attaching to the ownership of Shares or other securities of the Corporation, nor shall any  Participant be considered the owner of Shares by virtue of the grant of Awards.    6.12 Unfunded and Unsecured Plan     This Plan shall be unfunded and the Corporation will not secure its obligations under this Plan.   To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards  under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the  Corporation.  6.13 Non-Exclusivity   Nothing contained in this Plan prevents the Board from adopting other or additional  compensation arrangements for the benefit of any Participant, subject to any required  regulatory or shareholder approval.  6.14 Other Employee Benefits   The amount of any compensation deemed to be received by a Participant as a result of the  exercise of an Option or the settlement of an RSU will not constitute compensation with  respect to which any other employee benefits of that Participant are determined including,  without limitation, benefits under any bonus, pension, profit-sharing, insurance or salary  continuation plan, except as otherwise specifically determined by the Board in writing.  6.15 Tax Consequences   It is the responsibility of the Participant to complete and file any tax returns and pay all taxes  that may be required under Canadian or other tax laws within the periods specified in those  laws as a result of the Participant’s participation in the Plan.  No Participating Entity shall be  held responsible for any tax consequences to a Participant as a result of the Participant’s  participation in the Plan.  6.16 Effective Date   This Plan became effective July 9, 2013, as amended and restated by the Board on December  19, 2013, June 18, 2014, May 6, 2015 and May 1, 2017, and confirmed by the Corporation’s  shareholders on June 23, 2015 and June 21, 2017.    





 






                                   SCHEDULE “A”                                                                        BLACKBERRY LIMITED                              EQUITY INCENTIVE PLAN                                                                         OPTION AGREEMENT   This Option Agreement is entered into between BlackBerry Limited (the “Corporation”) and the  Participant named below (“you”) pursuant to the BlackBerry Limited Equity Incentive Plan (the  “Plan”), a copy of which is attached at the bottom of this Agreement near the “I ACCEPT”  button.  The terms and conditions of the Plan are incorporated by reference as terms and  conditions of this Option Agreement and all capitalized terms used in this Option Agreement  have the meanings ascribed thereto in the Plan.    This Option Agreement confirms that:   1. on                   (the “Award Date”);   2.    __________________________ (the “Participant”);   3. was granted _____________________________ Options (the “Award”);   4.    at an exercise price of _________ per Share (the “Exercise Price”);   5.    the Award, to the extent noted immediately below, shall Vest at 5:00 p.m. Eastern time        on the following dates (each a “Vesting Date”):         as to ______________ Options on <<Insert 1st Anniversary Date>>;        as to ______________ Options on <<Insert 2nd Anniversary Date>>;        as to ______________ Options on <<Insert 3rd Anniversary Date>>;        as to ______________ Options on <<Insert 4th Anniversary Date>>; and        as to ______________ Options on <<Insert 5th Anniversary Date>>;         provided, however, that if you are not actively employed with a Participating Entity        continuously during a Vesting Period due to an Approved Leave of Absence, the        applicable Vesting Date shall be extended by a period equal to the aggregate of the        period(s) of inactive employment between the Award Date and the Vesting Date,        provided that the affected Options shall vest prior to the Expiry Date;   6.    all Options granted under the Award will expire on _______________ (the “Expiry        Date”);   7.    all unvested Options will expire immediately, be forfeited and be of no force or effect on        the date upon which you cease to be an officer or employee of a Participating Entity for        any reason (other than your death), unless otherwise determined by the Board, the 





 






                                     - 2 -         Committee or the Executive Chair, as applicable, at or after the time of grant, and any        Vested Options will remain exercisable by you until the earlier of: (i) ninety (90) days        after the date you cease to be an officer or an employee; and (ii) the Expiry Date;   8.    for the purposes of the Plan and Section 7, above, you shall cease to be an employee or        officer of a Participating Entity on the earlier of: (i) your last day worked; and (ii) the        date of delivery of the notice of termination of employment, provided such date shall        not be prior to the last day of any minimum statutory notice period, if applicable;     9.    on a Change of Control, in the event your employment is terminated other than for        Cause during the Change of Control Period, all Options granted pursuant to the Award        will immediately Vest and will remain exercisable by you until the earlier of: (i) one (1)        year after the date you cease to be an officer or an employee; and (ii) the Expiry Date;   10.   if you die, all of your unvested Options will immediately Vest and your estate will have        the rights that you have under the Plan and this Option  Agreement with respect to the        Vested Options which will remain exercisable by your estate until the earlier of: (i) six (6)        months after the date of your death; and (ii) the Expiry Date;   all on the terms and subject to the conditions set out in the Plan or as may be set out in your  Employment Agreement, if any.     By accepting this Option Agreement, you acknowledge and agree that:   (i)   you have received, read and understand the Plan and you will abide by its terms and        conditions;   (ii)  the terms of this Award are to be treated by you as confidential;   (iii) your right to participate in the Plan is only as set out herein and nothing herein, or        otherwise, implies any right of you to participate, or be considered for participation, in        any later grant of Options, which shall in all cases be at the sole discretion of the        Corporation;   (iv)  an Option does not carry any voting rights;   (v)   during the period between granting of an Award and the Vesting Date of the Award (or        settlement thereof) the value of an Option may be subject to stock market fluctuations        and that the Corporation accepts no responsibility for any fluctuations in the value of an        Award;   (vi)  at the sole discretion of the Corporation, the Plan can be administered by a designee of        the Corporation and any communication from or to the designee shall be deemed to be        from or to the Corporation; 





 






                                     - 3 -   (vii) your “Personal Information” (which includes, but is not limited to, any information that        identifies you, which may include, where applicable, your name, date of birth, contact        information, employment information, and financial information), may be submitted to        the Corporation’s third party equity plan administrator (the “Administrator”) or third        party service providers, whether directly by you through your use of the Administrator’s        administration platform (“Administrator Platform”), or indirectly through the        Corporation.  You consent to the collection, use, processing, reproduction, storage,        transmission, and/or disclosure of your Personal Information by the Administrator, the        Corporation and/or third party service providers in order to: (i) properly identify you and        establish and maintain your account(s) with the Administrator on, and provide services        to you (including the processing of transaction instructions relating to the Plan and        Awards made to you thereunder) through, the Administrator Platform; (ii) for any        purposes permitted or required by any applicable law; (iii) from time to time, contact        third parties who keep Personal Information about you in order to gather information        necessary to properly service your account with the Administrator; (iv) complete and        effect any filings, tax deductions, withholdings and remittances or other remittances        required pursuant to any applicable law or regulation or the Plan or the Award        Agreements between you and the Corporation relating to Awards to you under the Plan;        and/or (v) for any of the other purposes which are set out in the Corporation’s current        privacy policy, at http://www.blackberry.com/legal/privacy.shtml which are        incorporated into this option Agreement by reference and which you hereby confirm        and agree you have reviewed and read (collectively, the “Purpose”). The amount and        type of Personal Information collected and used by the Administrator, third party        service providers and/or the Corporation hereunder is limited to what is necessary to        fulfill the Purpose. Your Personal Information will be kept confidential and will be        disclosed only as necessary to fulfill the Purpose or as may otherwise be required by any        applicable law or regulation.   (viii) The Corporation and the Participating Entities assume no responsibility as regards to the        tax consequences that participation in the Plan will have for you and you are solely        liable for any taxes, interest or penalties associated therewith, whether income, sales,        value-added (such as HST or GST), or other harmonized taxes which may be payable to        Canada Revenue Agency under the Income Tax Act (Canada) or any other taxing        authority in respect of any Option Award or interest charges thereon and the delivery of        common shares of the Corporation or cash pursuant to any such award is contingent        upon payment by you of applicable withholding requirements and applicable taxes may        be withheld from any such payment in settlement of your Award by either the        Administrator or the Corporation or one of their respective third party service providers.        YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR IN SUCH REGARD;    (ix)  you will comply with the Corporation’s Insider Trading Policy and applicable securities        laws in connection with any sale of Shares; 





 






                                     - 4 -   (x)   you may not sell the Shares if you are in possession of material information concerning        the Corporation or its securities that is not generally known to the public and, even if        you do not believe you are in possession of material non-public information about the        Corporation or its securities, you may be subject to regular or special trading blackouts,        pre-clearance requirements or other trading restrictions from time to time which you        hereby agree to comply with;    (xi)  you represent that you are not currently subject to any cease trading order or similar        restriction on trading Shares issued by any securities regulatory authority, and you agree        that you will immediately notify the Corporation if you become subject to any such        order or restriction;   (xii) you have entered into the administration agreement required by the Administrator with        the Corporation and this Award is subject to your compliance with the terms and        conditions of that binding agreement with the Corporation; and   (xiii) this Option Agreement will be governed by and construed in accordance with the law of        Ontario, Canada and you, the Corporation and any other affiliate will submit to the        jurisdiction of the courts of Ontario in relation to anything arising under this Agreement        or the Plan.   IN WITNESS WHEREOF the Corporation and the Participant have executed this option  Agreement as of the date that the “I ACCEPT” button is clicked.   BLACKBERRY LIMITED     By: _____<<INSERT DIGITAL SIGNATURE>>_______________________  Steven Capelli  Chief Financial Officer   I ACKNOWLEDGE THAT I HAVE READ THE ABOVE TERMS AND CONDITIONS.  I ACKNOWLEDGE  THAT THE OPTION AWARD NOTED IN THE ABOVE OPTION AGREEMENT IS SUBJECT TO MY  ACCEPTANCE OF THE ABOVE OPTION AGREEMENT.  I UNDERSTAND THAT I WILL NOT BE ABLE  TO MAKE ANY ELECTIONS OR RECEIVE ANY PROCEEDS OR COMMON SHARES IN RESPECT OF  THE OPTIONS THAT ARE THE SUBJECT MATTER OF THIS OPTION AGREEMENT, UNLESS I  ACCEPT AND ABIDE BY THIS OPTION AGREEMENT WITH THE CORPORATION.  CLICKING THE "I  ACCEPT" BUTTON IMMEDIATELY BELOW IS THE EQUIVALENT OF MY SIGNATURE. BY CLICKING  ON THE "I ACCEPT" BUTTON, I AM INDICATING MY ACCEPTANCE OF THE ABOVE TERMS AND  CONDITIONS AND AM CREATING A BINDING AGREEMENT BETWEEN ME AND THE  CORPORATION.     I ACCEPT   <<Attachments for Base Award are: Option FAQ and Equity Incentive Plan.>> 





 






- 5 -                 





 






                                     SCHEDULE “B”                                                                        BLACKBERRY LIMITED                              EQUITY INCENTIVE PLAN                                                                          RSU AGREEMENT   This RSU Agreement is entered into between BlackBerry Limited (the “Corporation”) and the  Participant named below (“you”) pursuant to the BlackBerry Limited Equity Incentive Plan (the  “Plan”), a copy of which is attached at the bottom of this Agreement near the “I ACCEPT”  button.  The terms and conditions of the Plan are incorporated by reference as terms and  conditions of this RSU Agreement and all capitalized terms used in this RSU Agreement have  the meanings ascribed thereto in the Plan.    This RSU Agreement confirms that:   1. on                   (the “Award Date”);   2.    __________________________ (the “Participant”);   3.    was granted _____________________________ RSUs (the “Award”);   4.    vesting of the Award will not be subject to the attainment of performance objectives;   5.    the Award, to the extent noted immediately below, shall Vest at 5:00 p.m. Eastern time        on the following dates (each a “Vesting Date”):         as to ______________ RSUs on <<Insert 1st Anniversary Date>>;        as to ______________ RSUs on <<Insert 2nd Anniversary Date>>; and        as to ______________ RSUs on <<Insert 3rd Anniversary Date>>;         provided, however, that if you are not actively employed with a Participating Entity        continuously during a Vesting Period due to an Approved Leave of Absence, the        applicable Vesting Date shall be extended by a period equal to the aggregate of the        period(s) of inactive employment between the Award Date and the Vesting Date,        provided that the affected RSUs shall vest prior to the Expiry Date;   6.    All RSUs granted under this Award will expire on December 31, 201_  (the “Expiry        Date”);   7.    the Award will expire immediately, be forfeited and be of no force or effect on the date        upon which you cease to be an officer or employee of a Participating Entity for any        reason (other than your death), unless otherwise determined by the Board, the        Committee or the Executive Chair, as applicable, at or after the time of grant;    36990-2002 15129320.1





 






                                     - 2 -   8.    for the purposes of the Plan and Section 6, above, you shall cease to be an employee or        officer of a Participating Entity on the earlier of: (i) your last day worked; and (ii)  the        date of delivery of the notice of termination of employment, provided such date shall        not be prior to the last day of any minimum statutory notice period, if applicable;   9.    on a Change of Control, in the event your employment is terminated other than for        Cause during the Change of Control Period, all RSUs granted pursuant to the Award will        immediately Vest;    10.   if you die, all of your unvested RSUs will immediately Vest and your estate will have the        rights that you have under the Plan and this RSU Agreement with respect to the Vested        RSUs;   all on the terms and subject to the conditions set out in the Plan and subject to the terms and  conditions of your Employment Agreement, if any.     By accepting this RSU Agreement, you acknowledge and agree that:   (i)   you have received, read and understand the Plan and you will abide by its terms and        conditions;   (ii)  the terms of this Award are to be treated by you as confidential;   (iii) your right to participate in the Plan is only as set out herein and nothing herein, or        otherwise, implies any right of you to participate, or be considered for participation, in        any later grant of RSUs, which shall in all cases be at the sole discretion of the        Corporation;   (iv)  an RSU does not carry any voting rights;   (v)   during the period between granting of an Award and the Vesting Date of the Award (or        settlement thereof) the value of an RSU may be subject to stock market fluctuations and        that the Corporation accepts no responsibility for any fluctuations in the value of an        Award;   (vi)  at the sole discretion of the Corporation, the Plan can be administered by a designee of        the Corporation and any communication from or to the designee shall be deemed to be        from or to the Corporation;   (vii) your “Personal Information” (which includes, but is not limited to, any information that        identifies you, which may include where applicable your name, date of birth, contact        information, employment information, and financial information), may be submitted to        the Corporation’s third party equity plan administrator, Solium Capital Inc.        (“Administrator”) or third party service providers, whether directly by you through your        use of the Administrator’s administration platform (“Administrator Platform”), or        indirectly through the Corporation.  You consent to the collection, use, processing,    36990-2002 15129320.1





 






                                     - 3 -         reproduction, storage, transmission, and/or disclosure of your Personal Information by        the Administrator, the Corporation and/or third party service providers in order to: (i)        properly identify you and establish and maintain your account(s) with the Administrator        on, and provide services to you (including the processing of transaction instructions        relating to the Plan and Awards made to you thereunder) through, the Administrator        Platform; (ii) for any purposes permitted or required by any applicable law; (iii) from        time to time, contact third parties who keep Personal Information about you in order to        gather information necessary to properly service your account with the Administrator;        (iv) complete and effect any filings, tax deductions, withholdings and remittances or        other remittances required pursuant to any applicable law or regulation or the Plan or        the Award Agreements between you and the Corporation relating to Awards to you        under the Plan; and/or (v) for any of the other purposes which are set out in the        Corporation’s current privacy policy, at http://www.blackberry.com/legal/privacy.shtml        which are incorporated into this RSU Agreement by reference and which you hereby        confirm and agree you have reviewed and read (collectively, the “Purpose”). The        amount and type of Personal Information collected and used by the Administrator, third        party service providers and/or the Corporation hereunder is limited to what is necessary        to fulfill the Purpose. Your Personal Information will be kept confidential and will be        disclosed only as necessary to fulfill the Purpose or as may otherwise be required by any        applicable law or regulation.   (viii) The Corporation and the Participating Entities assume no responsibility as regards to the        tax consequences that participation in the Plan will have for you and you are solely        liable for any taxes, interest or penalties associated therewith, whether income, sales,        value-added (such as HST or GST), or other harmonized taxes which may be payable to        Canada Revenue Agency under the Income Tax Act (Canada) or any other taxing        authority in respect of any RSU Award or interest charges thereon and the delivery of        common shares of the Corporation or cash pursuant to any such award is contingent        upon payment by you of applicable withholding requirements and applicable taxes may        be withheld from any such payment in settlement of your Award by either the        Administrator or the Corporation or one of their respective third party service providers.        YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR IN SUCH REGARD;    (ix)  you will comply with the Corporation’s Insider Trading Policy and applicable securities        laws in connection with any sale of Shares;   (x)   you may not sell the Shares if you are in possession of material information concerning        the Corporation or its securities that is not generally known to the public and, even if        you do not believe you are in possession of material non-public information about the        Corporation or its securities, you may be subject to regular or special trading blackouts,        pre-clearance requirements or other trading restrictions from time to time which you        hereby agree to comply with;     36990-2002 15129320.1





 






                                     - 4 -   (xi)  you represent that you are not currently subject to any cease trading order or similar        restriction on trading Shares issued by any securities regulatory authority, and you agree        that you will immediately notify the Corporation if you become subject to any such        order or restriction;   (xii) you have entered into the administration agreement required by the Administrator with        the Corporation and this Award is subject to your compliance with the terms and        conditions of that binding agreement with the Corporation; and   (xiii) this RSU Agreement will be governed by and construed in accordance with the law of        Ontario, Canada and you, the Corporation and any other affiliate  will submit to the        jurisdiction of the courts of Ontario in relation to anything arising under this RSU        Agreement or the Plan.   (xiv) If you are a resident of the United States, the intent of the Corporation is that payments        and benefits under the Plan comply with Section 409A of the Internal Revenue Code of        1986, as amended (“Section 409A”), to the extent subject thereto, and, accordingly, to        the maximum extent permitted, the Plan shall be interpreted and be administered to be        in compliance therewith.  It is intended that payments made in settlement of RSUs on or        before the 15th day of the third month following the end of the Participant’s first        taxable year in which the right to the payment is no longer subject to a substantial risk        of forfeiture shall be exempt from compliance with Section 409A pursuant to the        exception for short-term deferrals set forth in Section 1.409A-1(b)(4) of the applicable        Treasury Regulations.  Notwithstanding anything contained herein to the contrary, to        the extent required in order to avoid accelerated taxation and/or tax penalties under        Section 409A, a Participant shall not be considered to have terminated employment or        service with the Corporation or its Affiliates for purposes of the Award and no payment        shall be due to the Participant under the Award until the Participant would be        considered to have incurred a “separation from service” from the Corporation or its        Affiliates within the meaning of Section 409A.  Notwithstanding anything to the contrary        in the Plan, to the extent that any Awards are payable upon a separation from service        and such payment would result in the imposition on any individual of additional income        tax under Section 409A, the settlement and payment of such awards shall instead be        made on the first business day after the date that is six months following such        separation from service (or death, if earlier), to the extent necessary to avoid the        imposition of such taxes.   IN WITNESS WHEREOF the Corporation and the Participant have executed this RSU Agreement  as of the date that the “I ACCEPT” button is clicked.   BLACKBERRY LIMITED   By: _____<<INSERT DIGITAL SIGNATURE>>_______________________  Steven Capelli  Chief Financial Officer    36990-2002 15129320.1





 






                                     - 5 -   I ACKNOWLEDGE THAT I HAVE READ THE ABOVE TERMS AND CONDITIONS.  I ACKNOWLEDGE  THAT THE RSU AWARD NOTED IN THE ABOVE RSU AGREEMENT IS SUBJECT TO MY  ACCEPTANCE OF THE ABOVE RSU AGREEMENT.  I UNDERSTAND THAT I WILL NOT BE ABLE TO  MAKE ANY ELECTIONS OR RECEIVE ANY PROCEEDS OR COMMON SHARES IN RESPECT OF THE  RSUS THAT ARE THE SUBJECT MATTER OF THIS RSU AGREEMENT, UNLESS I ACCEPT AND  ABIDE BY THIS RSU AGREEMENT WITH THE CORPORATION .  CLICKING THE "I ACCEPT"  BUTTON IMMEDIATELY BELOW IS THE EQUIVALENT OF MY SIGNATURE. BY CLICKING ON THE  "I ACCEPT" BUTTON, I AM INDICATING MY ACCEPTANCE OF THE ABOVE TERMS AND  CONDITIONS AND AM CREATING A BINDING AGREEMENT BETWEEN ME AND THE  CORPORATION.     I ACCEPT   <<Attachments for Base Award are: RSU FAQ and Equity Incentive Plan.>>       36990-2002 15129320.1