exv10w1






Exhibit 10.1




SXC HEALTH SOLUTIONS CORP.




LONG-TERM INCENTIVE PLAN




     SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of
Canada (the “Company”), hereby establishes and adopts the following Long-Term Incentive Plan (the
“Plan”).



1. PURPOSE OF THE PLAN




     1.1. Purpose. The purpose of the Plan is to assist the Company and its Affiliates in
attracting and retaining selected individuals to serve as directors, employees and/or consultants
of the Company who are expected to contribute to the Company’s success and to achieve long-term
objectives which will inure to the benefit of all shareholders of the Company through the
additional incentives inherent in the Awards hereunder. The Plan is designed to provide the board
of directors of the Company with sufficient flexibility to address current and
future long-term incentive equity-based alternatives for the Company which includes Options or
Restricted Stock Units.  The specific terms of any Awards, including such items as vesting periods
and treatment of the Award upon a change of control or termination of employment, will be set forth
in the applicable Award Agreement.



2. DEFINITIONS




     2.1. “Affiliate” shall mean (i) any person or entity that directly, or through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Company
(including any Subsidiary) or (ii) any entity in which the Company has a significant equity
interest, as determined by the Committee.



     2.2. “Applicable Period” shall mean, with respect to any Performance Period, a period
commencing on or before the first day of the Performance Period and ending not later than the
earlier of (a) 90 days after the commencement of the Performance Period and (b) the date on which
twenty-five percent (25%) of the Performance Period has been completed. Any action required to be
taken within an Applicable Period may be taken at a later date if permissible under Section 162(m)
of the Code or regulations promulgated thereunder, as they may be amended from time to time.



     2.3. “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Performance Award, Dividend Equivalent, Other Stock-Based Award or any
other right, interest or option relating to Shares or other property (including cash) granted
pursuant to the provisions of the Plan.



     2.4. “Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted by the Committee hereunder.



     2.5. “Board” shall mean the board of directors of the Company.



 









 





     2.6. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto. All citations to Sections of the Code are to such Sections as they may from
time to time be amended or renumbered.



     2.7. “Committee” shall mean the Compensation Committee of the Board or such other committee
appointed by the Board to administer the Plan, consisting of no fewer than two Directors, each of
whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 (or any successor rule) of
the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m)(4)(C)(i) of the
Code, and (iii) an “independent director” for purpose of the rules and regulations of The Nasdaq
Stock Market (“Nasdaq”).



     2.8. “Covered Employee” shall mean a “covered employee” within the meaning of Section
162(m)(3) of the Code.



     2.9. “Director” shall mean a non-employee member of the Board.



     2.10. “Dividend Equivalents” shall have the meaning set forth in Section 12.7.



     2.11. “Employee” shall mean any employee (including an officer) of the Company or any
Affiliate. Solely for purposes of the Plan, an Employee shall also mean any other natural person,
including a consultant, who provides services to the Company or any Affiliate, so long as such
person (i) renders bona fide services that are not in connection with the offer and sale of the
Company’s securities in a capital-raising transaction or distribution; (ii) does not directly or
indirectly promote or maintain a market for the Company’s securities; (iii) provides services
pursuant to a written contract; and (iv) spends or will spend a significant amount of time and
attention to the business and affairs of the Company or any Affiliate.



     2.12. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any
successor thereto. All citations to Sections of the Exchange Act are to such Sections as they may
from time to time be amended or renumbered.



     2.13. “Fair Market Value” shall mean, with respect to any property other than Shares, the
market value of such property determined by such methods or procedures as shall be established from
time to time by the Committee. The Fair Market Value of Shares as of any date shall be: (i) the
per Share closing price of the Shares as reported on Nasdaq on that date (or if there was no
reported closing price on such date, on the last preceding date on which the closing price was
reported); (ii) if the Company is not then listed on Nasdaq, the per Share closing price of the
Shares as reported on the TSX on that date (or if there was no reported closing price on such date,
on the last preceding date on which the closing price was reported); or (iii) if the Company is not
then listed on Nasdaq or the TSX, the Fair Market Value of Shares shall be determined by the
Committee in its sole discretion in accordance with Section 409A of the Code.



     2.14. “Family Entity” shall mean a trust in which one or more Family Members have more than
fifty percent of the beneficial interest, a foundation in which the Participant and/or one or more
Family Members control the management of assets and any other entity in which the Participant
and/or one or more Family Members own more than fifty percent of the voting interests.



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     2.15. “Family Member” shall mean the Participant’s spouse, parent, child, stepchild,
grandchild, sibling, mother or father-in-law, son or daughter-in-law, stepparent, grandparent,
former spouse, niece, nephew or brother or sister-in-law, including adoptive relationships, or any
person sharing the Participant’s household (other than a tenant or employee).



     2.16. “Freestanding Stock Appreciation Right” shall have the meaning set forth in Section
6.1(a).



     2.17. “Insider” shall have the meaning set forth in the TSX Company Manual.



     2.18. “Limitations” shall have the meaning set forth in Section 10.4.



     2.19. “Option” shall mean any right granted to a Participant under the Plan allowing such
Participant to purchase Shares at such price or prices and during such period or periods as the
Committee shall determine.



     2.20. “Other Stock-Based Award” shall have the meaning set forth in Section 8.1.



     2.21. “Participant” shall mean an Employee or Director to whom the Committee has granted an
Award under the Plan.



     2.22. “Payee” shall have the meaning set forth in Section 13.1.



     2.23. “Performance Award” shall mean any Award of Performance Shares or Performance Units
granted pursuant to Section 9.



     2.24. “Performance Period” shall mean that period established by the Committee at the time any
Performance Award is granted or at any time thereafter during which any performance goals specified
by the Committee with respect to such Award are to be measured.



     2.25. “Performance Share” shall mean any grant pursuant to Section 9 of a unit valued by
reference to a designated number of Shares, which value may be paid to the Participant by delivery
of such property as the Committee shall determine, including cash, Shares, other property, or any
combination thereof, upon achievement of such performance goals during the Performance Period as
the Committee shall establish at the time of such grant or thereafter, but not later than the time
permitted by Section 162(m) of the Code in the case of a Covered Employee, unless the Committee
determines not to comply with Section 162(m) of the Code with respect to such Performance Share.



     2.26. “Performance Unit” shall mean any grant pursuant to Section 9 of a unit valued by
reference to a designated amount of property (including cash) other than Shares, which value may be
paid to the Participant by delivery of such property as the Committee shall determine, including
cash, Shares, other property, or any combination thereof, upon achievement of such performance
goals during the Performance Period as the Committee shall establish at the time of such grant or
thereafter, but not later than the time permitted by Section 162(m) of the Code in the case of a
Covered Employee, unless the Committee determines not to comply with Section 162(m) of the Code
with respect to such Performance Unit.



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     2.27. “Permitted Assignee” shall have the meaning set forth in Section 12.5.



     2.28. “Prior Plan” shall mean the SXC Health Solutions Corp. Amended and Restated Stock Option
Plan.



     2.29. “Restricted Stock” shall mean any Share issued with the restriction that the holder may
not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee,
in its sole discretion, may impose (including any restriction on the right to vote such Share and
the right to receive any dividends), which restrictions may lapse separately or in combination at
such time or times, in installments or otherwise, as the Committee may deem appropriate.



     2.30. “Restricted Stock Unit” means an Award that is valued by reference to a Share, which
value may be paid to the Participant by delivery of such property as the Committee shall determine,
including without limitation, cash or Shares, or any combination thereof, and that has such
restrictions as the Committee, in its sole discretion, may impose, including without limitation,
any restriction on the right to retain such Awards, to sell, transfer, pledge or assign such
Awards, and/or to receive any cash Dividend Equivalents with respect to such Awards, which
restrictions may lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate,



     2.31. “Restriction Period” shall have the meaning set forth in Section 7.1.



     2.32. “Restricted Stock Award” shall have the meaning set forth in Section 7.1.



     2.33. “Restricted Stock Unit Award” shall have the meaning set forth in Section 7.1.



     2.34. “Share” shall mean a share of common stock of the Company, no par value per share.



     2.35. “Stock Appreciation Right” shall mean the right granted to a Participant pursuant to
Section 6.



     2.36. “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the Award, each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in
the chain.



     2.37. “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, by a company acquired by the Company or any Subsidiary or with
which the Company or any Subsidiary combines.



     2.38. “Tandem Stock Appreciation Right” shall have the meaning set forth in Section 6.1(b).



     2.39. “TSX” means the Toronto Stock Exchange.



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3. SHARES SUBJECT TO THE PLAN




     3.1. Number of Shares. (a) Subject to adjustment as provided in this Section 3.1 and in
Section 12.4, a total of 1,070,000 Shares shall be authorized for issuance pursuant to Awards
granted under the Plan. Upon approval of this Plan by the stockholders of the Company, no further
grants may be made under the Prior Plan, but Shares authorized for issuance pursuant to awards
granted under the Prior Plan that have not been used for awards granted under the Prior Plan may be
issued pursuant to Awards granted under this Plan in addition to the number of Shares specified
immediately above. Any Shares that are subject to Awards of Options or Stock Appreciation Rights
shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares
that are subject to Awards other than Options or Stock Appreciation Rights shall be counted against
this limit as one-and-seventy-nine one-hundredths (1.79) Shares for every one (1) Share granted.




     (b) If any Shares subject to an Award or to an award under the Prior Plan are
forfeited, expire or otherwise terminate without issuance of such Shares, or any Award or
award under the Prior Plan is settled for cash or otherwise does not result in the issuance
of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of
such forfeiture, expiration, termination, cash settlement or non-issuance, again be
available for Awards under the Plan, as provided in Section 3.1(c) below.




     (c) Any Shares that again become available for grant pursuant to this Section 3 shall
be added back as one (1) Share if such Shares were subject to Options or Stock Appreciation
Rights granted under the Plan or options or stock appreciation rights granted under the
Prior Plan, and as one-and-seventy-nine one-hundredths (1.79) Shares if such Shares were
subject to Awards other than Options or Stock Appreciation Rights granted under the Plan.



     3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares purchased in the open market or
otherwise.



4. ELIGIBILITY AND ADMINISTRATION




     4.1. Eligibility. Any Employee or Director shall be eligible to be selected as a Participant.



     4.2. Administration. (a) The Plan shall be administered by the Committee. The Directors may
remove from, add members to, or fill vacancies on, the Committee. A majority of the Committee
shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the
members of the Committee present at any meeting at which a quorum is present or (ii) acts approved
in writing by all of the members of the Committee without a meeting.




     (b) The Committee shall have full power and authority, subject to the provisions of the
Plan and subject to such orders or resolutions not inconsistent with the provisions of the
Plan as may from time to time be adopted by the Board, to: (i) select the Employees and
Directors to whom Awards may from time to time be granted hereunder; (ii) determine the type
or types of Awards, not inconsistent with the provisions of the



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Plan, to be granted to each Participant hereunder; (iii) determine the number of Shares
to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine
whether, to what extent and under what circumstances Awards may be settled in cash, Shares
or other property, subject to Section 8.1; (vi) determine whether, to what extent, and under
what circumstances cash, Shares, other property and other amounts payable with respect to an
Award made under the Plan shall be deferred in accordance with Section 409A of the Code
either automatically or at the election of the Participant; (vii) determine whether, to what
extent and under what circumstances any Award shall be cancelled or suspended;
(viii) interpret and administer the Plan and any instrument or agreement entered into under
or in connection with the Plan, including any Award Agreement; (ix) correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent that the Committee shall deem desirable to carry it into effect;
(x) establish such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; (xi) determine whether any Award will
have Dividend Equivalents; and (xii) make any other determination and take any other action
that the Committee deems necessary or desirable for administration of the Plan.




     (c) Decisions of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Participant, any shareholder and any Employee or any
Affiliate. No member of the Committee, and no entity, committee, member of the Board or
officer to whom the Committee delegates any of its power and authority hereunder, shall be
liable for any act, omission, interpretation, construction or determination made in
connection with this Plan in good faith, and the members of the Committee and such entities,
committees, members of the Board or officers shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including
attorneys’ fees) arising therefrom to the full extent permitted by law.




     (d) The Committee may delegate to a committee of one or more directors of the Company
or, to the extent permitted by law, to one or more officers or a committee of officers the
right to grant Awards to Employees who are not Directors or officers (as defined in Rule
16a-1(f) under the Exchange Act) of the Company and to cancel or suspend Awards to Employees
who are not Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) of
the Company; provided, however, that to the extent the Committee intends
that an Award granted to any person who is a “covered employee” within the meaning of
Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered
employee at any time during the applicable Performance Period or during any period in which
a Performance Award may be paid following a Performance Period be exempt from Section 162(m)
of the Code, only the Committee shall be permitted to (a) designate such person to
participate in the Plan for such Performance Period, (b) establish performance goals and
Performance Awards for such person, and (c) certify the achievement of such performance
goals.



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5. OPTIONS




     5.1. Grant of Options. Options may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan. Any Option shall be subject to the terms and
conditions of this Section 5 and to such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable.



     5.2. Award Agreements. All Options granted pursuant to this Section 5 shall be evidenced by a
written Award Agreement in such form and containing such terms and conditions as the Committee
shall determine which are not inconsistent with the provisions of the Plan. Granting of an Option
pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any
individual who is granted an Option pursuant to this Section 5 may hold more than one Option
granted pursuant to the Plan at the same time.



     5.3. Option Price. The option price per Share purchasable under any Option granted pursuant
to this Section 5 shall not be less than 100% of the Fair Market Value of such Share on the date of
grant of such Option. Other than pursuant to Section 12.4, the Committee shall not be permitted to
take any action with respect to an Option that may be treated as a repricing under the rules and
regulations of Nasdaq or the TSX, without shareholder approval.



     5.4. Option Period. The term of each Option shall be fixed by the Committee in its sole
discretion; provided that no Option shall be exercisable after the expiration of seven years from
the date the Option is granted.



     5.5. Exercise of Options. Vested Options granted under the Plan shall be exercised by the
Participant or by a Permitted Assignee thereof (or by the Participant’s executors, administrators,
guardian or legal representative, as may be provided in an Award Agreement) as to all or part of
the Shares covered thereby, by the giving of written, telephonic, or electronic notice of exercise
to the Company or its designated agent pursuant to rules and procedures established by the
Committee for this purpose, specifying the number of Shares to be purchased, accompanied by payment
of the full purchase price for the Shares being purchased. Unless otherwise provided in an Award
Agreement, full payment of such purchase price shall be made at the time of exercise and shall be
made (a) in cash or cash equivalents (including certified check or bank check or wire transfer of
immediately available funds), (b) by tendering previously acquired Shares (either actually or by
attestation, valued at their then Fair Market Value), (c) with the consent of the Committee, by
withholding Shares otherwise issuable in connection with the exercise of the Option, (d) as
provided by the Committee, cashless exercises as permitted under the Federal Reserve Board’s
Regulation T, subject to applicable securities law restrictions, or (e) any combination of any of
the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the
Company at its principal business office or such other office as the Committee may from time to
time direct, and shall be in such form, containing such further provisions consistent with the
provisions of the Plan, as the Committee may from time to time prescribe. In no event may any
Option granted hereunder be exercised for a fraction of a Share.



     5.6. Form of Settlement. In its sole discretion, the Committee may provide, at the time of
grant, that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted
Stock or other similar securities, or may reserve the right so to provide after the time of grant.



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6. STOCK APPRECIATION RIGHTS




     6.1. Grant and Exercise. The Committee may provide Stock Appreciation Rights alone or in
tandem with other Awards (including Options), in each case upon such terms and conditions, not
inconsistent with the Plan, as the Committee may establish. The provisions of Stock Appreciation
Rights need not be the same with respect to each recipient.




     (a) Stock Appreciation Rights granted without regard to any Option or other Award (a
“Freestanding Stock Appreciation Right”) shall generally have the same terms and conditions
as Options, including (i) an exercise price not less than Fair Market Value on the date of
grant (except in the case of Substitute Awards or in connection with an adjustment provided
in Section 12.4) and (ii) a term not greater than seven years. Upon the exercise of a
Freestanding Stock Appreciation Right, the holder shall have the right to receive the excess
of (i) the Fair Market Value of one Share on the date of exercise or such other amount as
the Committee shall so determine at any time during a specified period before the date of
exercise over (ii) the exercise price of the right on the date of grant.




     (b) Stock Appreciation Rights may be granted in conjunction with all or part of any
Option granted under the Plan (a “Tandem Stock Appreciation Right”). Any Tandem Stock
Appreciation Right may be granted at the same time as the related Option is granted or at
any time thereafter before exercise or expiration of such Option. Upon the exercise of a
Tandem Stock Appreciation Right, the holder shall have the right to receive (i) the excess
of the Fair Market Value of one Share on the date of exercise or such other amount as the
Committee shall so determine at any time during a specified period before the date of
exercise over (ii) the related Option exercise price. Any Tandem Stock Appreciation Right
may be exercised only when the related Option would be exercisable and the Fair Market Value
of the Shares subject to the related Option exceeds the option price at which Shares can be
acquired pursuant to the Option. Tandem Stock Appreciation Rights shall terminate and no
longer be exercisable upon and to the extent of the termination or exercise of the related
Option; provided that, unless the Committee otherwise determines at or after the time of
grant, a Tandem Stock Appreciation Right granted with respect to less than the full number
of Shares covered by a related Option shall not terminate until the number of Shares then
exercisable under such Option equals the number of Shares to which the Tandem Stock
Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall no
longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised.




     (c) The Committee may impose such terms and conditions on Stock Appreciation Rights
granted in conjunction with any Award (other than an Option) as the Committee shall
determine in its sole discretion.




     (d) The Committee shall determine in its sole discretion whether payment upon the
exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other
property, or any combination thereof. If payment will be made in Shares, the number of
Shares shall be determined based on the Fair Market Value of a Share on the date of
exercise. If the Committee elects to make full payment in Shares, no fractional



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Shares shall be issued and cash payments shall be made in lieu of fractional Shares.
Payment with respect to a Stock Appreciation Right shall be made within 30 days after the
date on which the Stock Appreciation Right is exercised.




     (e) Other than pursuant to Section 12.4, the Committee shall not be permitted to take
any action with respect to a Stock Appreciation Right that may be treated as a repricing
under the rules and regulations of Nasdaq or the TSX, without shareholder approval.



7. RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS




     7.1. Grants. Awards of Restricted Stock and of Restricted Stock Units may be granted
hereunder to Participants either alone or in addition to other Awards granted under the Plan (a
“Restricted Stock Award” or “Restricted Stock Unit Award”, respectively). A Restricted Stock Award
or Restricted Stock Unit Award shall be subject to restrictions imposed by the Committee covering a
period of time specified by the Committee (the “Restriction Period”). The provisions of Restricted
Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each recipient.



     7.2. Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award
granted under the Plan shall be set forth in a written Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with the Plan.



     7.3. Rights of Holders of Restricted Stock and Restricted Stock Units. Beginning on the date
of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the
Participant shall become a shareholder of the Company with respect to all Shares subject to the
Award Agreement and shall have all of the rights of a shareholder, including the right to vote such
Shares and the right to receive distributions made with respect to such Shares. A Participant
receiving a Restricted Stock Unit Award shall not possess voting rights with respect to such Award.
Any Shares or any other property (other than cash) distributed as a dividend, Dividend Equivalent
or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which
the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted
Stock Award or Restricted Stock Unit Award.



8. OTHER STOCK-BASED AWARDS




     8.1. Stock and Administration. Other Awards of Shares and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, Shares or other property (“Other
Stock-Based Awards”) may be granted hereunder to Participants, either alone or in addition to other
Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form
of payment in the settlement of other Awards granted under the Plan. Other Stock-Based Awards may
be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the
Committee at the time of payment. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Participants to whom and the time or times at which
such Other Stock-Based Awards shall be made, the number of Shares to be granted pursuant to such
Awards, and all other conditions of the Awards. The provisions of Other Stock-Based Awards need
not be the same with respect to each recipient.



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     8.2. Award Agreements. Shares (including securities convertible into Shares) subject to
Awards granted under this Section 8 shall be evidenced by a written Award Agreement in such form
and containing such terms and conditions as the Committee shall determine which are not
inconsistent with the provisions of the Plan.



9. PERFORMANCE AWARDS




     9.1. Terms of Performance Awards. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined by the Committee
upon the grant of each Performance Award. Except as provided in Section 11 or as may be provided
in an Award Agreement, Performance Awards will be distributed only after the end of the relevant
Performance Period. Performance Awards may be paid in cash, Shares, other property, or any
combination thereof, in the sole discretion of the Committee at the time of payment. The
performance goals to be achieved for each Performance Period shall be conclusively determined by
the Committee and may be based upon the criteria set forth in Section 10.1. The amount of the
Award to be distributed shall be conclusively determined by the Committee. Performance Awards may
be paid in a lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee and Section 409A of the Code, on a deferred
basis.



10. CODE SECTION 162(m) PROVISIONS




     10.1. Covered Employees and Performance Criteria. Notwithstanding any other provision of the
Plan, if the Committee determines at the time a Restricted Stock Award, a Restricted Stock Unit
Award, a Performance Award or an Other Stock-Based Award is granted to a Participant who is, or is
likely to be, as of the end of the tax year in which the Company would claim a tax deduction in
connection with such Award, a Covered Employee, then the Committee may provide that this Section
10.1 is applicable to the Award and that the lapsing of restrictions thereon and the distribution
of cash, Shares or other property pursuant thereto, as applicable, shall accordingly be subject to
the achievement of one or more objective performance goals established by the Committee, which
shall be based on the attainment of specified levels of one or any combination of the following:
revenue growth; earnings before taxes; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; operating income; pre- or after-tax income; cash
flow; cash flow per share; net earnings; earnings per share; return on equity; return on invested
capital; return on assets; economic value added (or an equivalent metric); share price performance;
total shareholder return; improvement in or attainment of expense levels; improvement in or
attainment of working capital levels; attainment of strategic and operational initiatives; market
share; gross profits; and/or comparisons with various stock market indices of the Company or any
Affiliate, division or business unit of the Company for or within which the Participant is
primarily employed. Such performance goals also may be based solely by reference to the Company’s
performance or the performance of an Affiliate, division or business unit of the Company, or based
upon the relative performance of other companies or upon comparisons of any of the indicators of
performance relative to other companies. The Committee may also exclude the impact of an event or
occurrence which the Committee determines should appropriately be excluded, including (a)
restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring
charges, (b) an event either not directly related to the operations of the Company or not within
the reasonable



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control of the Company’s management, or (c) a change in accounting standards required by
generally accepted accounting principles. Such performance goals shall be set by the Committee
within the Applicable Period of each Performance Period for each Participant or for any group of
Participants (or both), and shall otherwise comply with the requirements of, Section 162(m) of the
Code, or any successor provision thereto, and the regulations thereunder. Performance goals shall
be subject to such other special rules and conditions as the Committee may establish at any time
within the Applicable Period.



     10.2. Adjustments. Notwithstanding any provision of the Plan (other than Sections 11 and
12.4), with respect to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award
or Other Stock-Based Award that is subject to this Section 10, the Committee may adjust downwards,
but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the
achievement of the applicable performance goals, except in the case of the death or disability of
the Participant or a Change in Control of the Company.



     10.3. Restrictions. The Committee shall have the power to impose such other restrictions on
Awards subject to this Section 10 as it may deem necessary or appropriate to ensure that such
Awards satisfy all requirements for “performance-based compensation” within the meaning of Section
162(m)(4)(C) of the Code, or any successor provision thereto.



     10.4. Limitations on Grants to Participants. Subject to adjustment as provided in Section
12.4, (i) no Employee may be granted (A) Options, Freestanding Stock Appreciation Rights, or
Option/Tandem Stock Appreciation Rights during any 12-month period with respect to more than
150,000 Shares or (B) Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards
and/or Other Stock-Based Awards that are denominated in Shares in any 12-month period with respect
to more than 150,000 Shares, and (ii) Directors may not, in the aggregate, be granted Awards at any
time during the term of this Plan with respect to more than one percent (1%) of the outstanding
Shares (collectively, the “Limitations”). In addition to the foregoing, (i) the maximum dollar
value payable to any Employee in any 12-month period with respect to Performance Awards that are
valued with reference to property other than Shares is $2,000,000, and (ii) the maximum dollar
value payable to any Director (A) in any 12-month period with respect to Awards is $100,000 (it
being understood that the value of any Awards denominated in Shares shall be determined using the
“grant date fair value” method in accordance with FAS 123R) and (B) during the term of this Plan
with respect to Awards is $1,000,000 (it being understood that the value of any Awards denominated
in Shares shall be determined using the “grant date fair value” method in accordance with FAS
123R). If an Award is cancelled, the cancelled Award shall continue to be counted toward the
applicable Limitations. The per-Participant limit described in this Section 10.4 shall be
construed and applied consistently with Section 162(m) of the Code, or any successor provision
thereto, and the regulations thereunder.



11. CHANGE IN CONTROL PROVISIONS




     11.1. Impact of Change in Control on Options, Stock Appreciation Rights, Restricted Stock
Awards, Restricted Stock Unit Awards, Performance Awards and Other Stock-Based Awards. The terms
of any Award may provide in the Award Agreement evidencing the Award



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that, upon a “Change in Control” of the Company (as that term may be defined therein), (a)
Options and Stock Appreciation Rights outstanding as of the date of the Change in Control shall
become exercisable in full or part, (b) restrictions and deferral limitations on Restricted Stock
Awards and Restricted Stock Unit Awards lapse and the Restricted Stock Awards and Restricted Stock
Unit Awards become free of all restrictions and limitations and become vested, (c) the Performance
Period applicable to any outstanding Performance Awards shall lapse and the performance criteria
applicable to any outstanding Performance Award shall be deemed to be satisfied at the target or
other level, and (d) the restrictions and deferral limitations and other conditions applicable to
any Other Stock-Based Awards or any other Awards shall lapse, and such Other Stock-Based Awards or
such other Awards shall become free of all restrictions, limitations or conditions and become fully
vested in full or part and transferable to the full extent of the original grant, subject in each
case to any terms and conditions contained in the Award Agreement evidencing such Award, including
but not limited to a condition that such treatment will apply only if the Participant remains
employed on the effective date of the Change in Control or has incurred an involuntary termination
of employment without cause on account of the Change in Control, as determined by the Committee in
its sole discretion, within a period of up to 3 months prior to the effective date of the Change in
Control. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may
determine that, upon the occurrence of a Change in Control of the Company, each Option and Stock
Appreciation Right outstanding shall terminate within a specified number of days after notice to
the Participant, and such Participant shall receive, with respect to each Share subject to such
Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such
Share immediately prior to the occurrence of such Change in Control over the exercise price per
share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or
more kinds of stock or property (including the stock or property, if any, payable in the
transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.



12. GENERALLY APPLICABLE PROVISIONS




     12.1. Amendment and Modification of the Plan. The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any requirement for
shareholder approval imposed by applicable law, including the rules and regulations of Nasdaq, the
TSX or any rule or regulation of any stock exchange or quotation system on which Shares are listed
or quoted; provided that the Board may not amend the Plan in any manner that would result in
noncompliance with Rule 16b-3 promulgated under the Exchange Act; and further provided that the
Board may not, without the approval of the Company’s shareholders, amend the Plan to (a) increase
the number of Shares that may be the subject of Awards under the Plan (except for adjustments
pursuant to Section 12.4), (b) expand the types of awards available under the Plan, (c) materially
expand the class of persons eligible to participate in the Plan (which, for the avoidance of doubt,
shall include the re-introduction of Directors as persons eligible to participate in the Plan
should they cease to be eligible Participants in the future), (d) amend any provision of Section
5.3, (e) increase the maximum permissible term of any Option specified by Section 5.4, (f) increase
the term or reduce the exercise price of any Award granted to any Participant beyond its original
expiry or exercise price or (g) amend any provision of Sections 10, 12.1 or 12.5. In addition, no
amendments to, or termination of, the Plan shall in any way materially impair the rights of a
Participant under any Award previously granted without such Participant’s consent.



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     12.2. Specific Amendments to Plan Permitted. Without limiting the generality of the
foregoing, the Board may make the following amendments to the Plan, without obtaining shareholder
approval: (a) amendments to the terms and conditions of the Plan necessary to ensure that the Plan
complies with the applicable regulatory requirements, including without limitation: (i) the rules
of the TSX, Nasdaq or any national securities exchange or system on which the stock is then listed
or reported, or by any regulatory body having jurisdiction with respect thereto, (ii) the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act
and (iii) applicable tax laws and regulations; (b) amendments to the provisions of the Plan
respecting administration of the Plan and eligibility for participation under the Plan; (c) subject
to Section 12.1(e) and (f), amendments to the provisions of the Plan respecting the terms and
conditions on which Awards may be granted pursuant to the Plan, including the provisions relating
to the exercise price, the term and the vesting schedule; and (d) amendments to the Plan that are
of a “housekeeping” nature.



     12.3. Specific Amendments to Awards Permitted. Without limiting the generality of the
foregoing and subject to shareholder approval for specified amendments as provided in Section
12.1(e) and (f) above or elsewhere in the Plan, the Board may amend the price, the term, the
vesting schedule and the termination provisions of Awards granted pursuant to the Plan.



     12.4. Adjustments. In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend) or distribution (whether in cash,
shares or other property), stock split, reverse stock split, spin-off or similar transaction or
other change in corporate structure affecting the Shares or the value thereof, such adjustments and
other substitutions shall be made to the Plan and to Awards as the Committee, in its sole
discretion and in accordance with Section 409A of the Code, deems equitable or appropriate,
including such adjustments in the aggregate number, class and kind of securities that may be
delivered under the Plan and, in the aggregate or to any one Participant, in the number, class,
kind and option or exercise price of securities subject to outstanding Awards granted under the
Plan (including, if the Committee deems appropriate, the substitution of similar options to
purchase the shares of, or other awards denominated in the shares of, another company) as the
Committee may determine to be appropriate in its sole discretion; provided, however, that the
number of Shares subject to any Award shall always be a whole number.



     12.5. Transferability of Awards. Awards may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of by the Participant, except by will or the laws of descent and
distribution; provided, however, that unless otherwise specified in the Award Agreement, as long as
the Participant continues employment with or service to the Company, the Participant may transfer,
subject to applicable law, Awards to a Family Member or Family Entity without consideration (each
transferee thereof, a “Permitted Assignee”); provided, however, in the case of a transfer of Awards
to a limited liability company or a partnership which is a Family Entity, such transfer may be for
consideration consisting solely of an equity interest in the limited liability company or
partnership to which the transfer is made. Any transfer of Awards shall be in a form acceptable to
the Committee, shall be signed by the Participant and shall be effective only upon written
acknowledgement by the Committee of its receipt and acceptance of such notice. If an Award is
transferred to a Family Member or to a Family Entity, such Award may not thereafter be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of by such Family Member or
Family Entity except by will or the laws of descent and distribution.



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Except as provided in this Section 12.5, and except as otherwise authorized by the Committee
in an Award Agreement, no Award and no Shares subject to Awards described in Section 8 that have
not been issued or as to which any applicable restriction, performance or deferral period has not
lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or
the laws of descent and distribution, and such Award may be exercised during the life of the
Participant only by the Participant or the Participant’s guardian or legal representative.




     12.6. Termination of Employment. The Committee shall determine and set forth in each Award
Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, and
the terms of such exercise, on and after the date that a Participant ceases to be employed by or to
provide services to the Company or any Affiliate (including as a Director), whether by reason of
death, disability, voluntary or involuntary termination of employment or services, or otherwise.
The date of termination of a Participant’s employment or services will be determined by the
Committee, which determination will be final.



     12.7. Deferral; Dividend Equivalents. The Committee shall be authorized to establish
procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions
of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may,
if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash,
stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other
property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered
by the Award, as determined by the Committee, in its sole discretion and in compliance with Section
409A of the Code, and the Committee may provide that such amounts (if any) shall be deemed to have
been reinvested in additional Shares or otherwise reinvested.



     12.8. Insiders. Notwithstanding anything to the contrary contained herein, (a) the number of
Shares which may be reserved for issuance under the Plan and under any other employee stock option
plans or other equity-based compensation arrangements of the Company to Insiders of the Company,
and of any Affiliate or Subsidiary of the Company, shall not exceed 10% of the outstanding issue
(as hereinafter defined); (b) the number of Shares which may be issued within a one-year period
pursuant to the Plan and under any other employee stock option plans or other equity-based
compensation arrangements of the Company to Insiders of the Company, and of any Affiliate or
Subsidiary of the Company, shall not exceed 10% of the outstanding issue; and (c) the number of
Shares which may be issued within a one-year period pursuant to the Plan and under any other
employee stock option plans or other equity-based compensation arrangements of the Company to any
one Insider of the Company, or any Affiliate or Subsidiary of the Company, shall not exceed 5% of
the outstanding issue. For purposes of this Section 12.8, “outstanding issue” shall mean the total
number of Shares outstanding on a non-diluted basis, subject to applicable adjustments as provided
for in the by-laws of the Company and the rules and regulations of Nasdaq or the TSX. For purposes
of clauses (b) and (c) of this Section 12.8, “outstanding issue” shall be determined on the basis
of the total number of Shares that are outstanding immediately prior to the Share issuance in
question, excluding Shares issued pursuant to equity-based compensation arrangements of the Company
over the preceding one-year period.



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13.  MISCELLANEOUS




     13.1. Tax Withholding. The Company shall have the right to make all payments or distributions
pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a
“Payee”) net of any applicable Federal, State, Provincial and local taxes required to be paid or
withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock
Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in
connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any
Affiliate shall have the right to withhold from wages or other amounts otherwise payable to such
Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay
such withholding taxes. If the Payee shall fail to make such tax payments as are required, the
Company or its Affiliates shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to such Payee or to take such other action as may
be necessary to satisfy such withholding obligations. The Committee shall be authorized to
establish procedures for election by Participants to satisfy such obligation for the payment of
such taxes by tendering previously acquired Shares (either actually or by attestation, valued at
their then Fair Market Value) or by directing the Company to retain or withhold Shares (up to the
employee’s minimum required tax withholding rate) otherwise deliverable in connection with the
Award.



     13.2. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an
Award hereunder shall confer upon any Employee or Director the right to continue in the employment
or service of the Company or any Affiliate or affect any right that the Company or any Affiliate
may have to terminate the employment or service of (or to demote or to exclude from future Awards
under the Plan) any such Employee or Director at any time for any reason. Except as specifically
provided by the Committee, the Company shall not be liable for the loss of existing or potential
profit from an Award granted in the event of termination of an employment or other relationship.
No Employee or Participant shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Employees or Participants under the Plan.



     13.3. Prospective Recipient. The prospective recipient of any Award under the Plan shall not,
with respect to such Award, be deemed to have become a Participant, or to have any rights with
respect to such Award, until and unless such recipient shall have executed an agreement or other
instrument evidencing the Award and delivered a copy thereof to the Company, and otherwise complied
with the then applicable terms and conditions.



     13.4. Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to
any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or
state securities law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. Notwithstanding any other
provision of the Plan, the Company shall have no liability to deliver any Shares under the Plan or
make any other distributions or the benefits under the Plan unless such delivery or distribution
would comply with all applicable laws (including, without limitation, the



15









 







requirements of the Securities Act of 1933, and the applicable requirements of any securities
exchange or similar entity.



     13.5. Nature of Payments. All Awards made pursuant to the Plan are in consideration of
services performed or to be performed for the Company or any Affiliate, division or business unit
of the Company. Any income or gain realized pursuant to Awards under the Plan shall constitute a
special incentive payment to the Participant and shall not be taken into account, to the extent
permissible under applicable law, as compensation for purposes of any of the employee benefit plans
of the Company or any Affiliate except as may be determined by the Committee or by the Board or
board of directors of the applicable Affiliate.



     13.6. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to shareholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific
cases.



     13.7. Severability. If any provision of the Plan shall be held unlawful or otherwise invalid
or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a)
be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid
and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any
other provision of the Plan or part thereof, each of which shall remain in full force and effect.
If the making of any payment or the provision of any other benefit required under the Plan shall be
held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from
being made or provided under the Plan, and if the making of any payment in full or the provision of
any other benefit required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such
payment or benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful,
invalid or unenforceable shall be made or provided under the Plan.



     13.8. Construction. All references in the Plan to “Section or Sections” are intended to refer
to the Section or Sections, as the case may be, of the Plan. As used in the Plan, the words
“include” and “including,” and variations thereof, shall not be deemed to be terms of limitation,
but rather shall be deemed to be followed by the words “without limitation.”



     13.9. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant by
the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations created under the
Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided,
however, that the existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.



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     13.10. Governing Law. The Plan and all determinations made and actions taken thereunder, to
the extent not otherwise governed by the Code or the laws of the United States, shall be governed
by the laws of the State of Delaware and construed in accordance therewith without giving effect to
conflicts of laws principles.



     13.11. Effective Date of Plan; Termination of Plan. This Plan shall be submitted to the
shareholders of the Company for approval and, if approved, shall become effective as of the date of
approval by the Board. The Plan shall be null and void and of no effect if not approved by the
shareholders of the Company and in such event each Award shall, notwithstanding any of the
preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under
the Plan at any time and from time to time on or prior to the tenth anniversary of the effective
date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the
Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated,
or have expired.



     13.12. Foreign Employees. Awards may be granted to Participants who are foreign nationals or
employed outside the United States, or both, on such terms and conditions different from those
applicable to Awards to Employees employed in the United States as may, in the judgment of the
Committee, be necessary or desirable in order to recognize differences in local law or tax policy.
The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize
the Company’s obligation with respect to tax equalization for Employees on assignments outside
their home country. The Committee may approve such supplements to or amendments, restatements or
alternative versions of this Plan as it may consider necessary or appropriate for such purposes,
without thereby affecting the terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Company may certify any such document as having been
approved and adopted in the same manner as this Plan.



     13.13. Captions. The captions in the Plan are for convenience of reference only, and are not
intended to narrow, limit or affect the substance or interpretation of the provisions contained
herein.



     13.14. Section 409A. The Plan shall be interpreted, construed and operated to reflect the
intent of the Company that all aspects of the Plan shall, to the extent subject to Code Section
409A, comply with Section 409A and any regulations and other guidance thereunder. This Plan may be
amended at any time, without the consent of the Participant, to avoid the application of Code
Section 409A in a particular circumstance or to satisfy any of the requirements under Code Section
409A. Nothing in the Plan shall provide a basis for any person to take action against the Company
or any Subsidiary or Affiliate based on matters covered by Code Section 409A, including the tax
treatment of any award made under the Plan.



     13.15. Currency. All references to price herein are to be in United States currency and all
required payments hereunder are to be calculated and paid in United States currency.  For the
avoidance of doubt, Awards granted to Participants in jurisdictions other than the United States
are to be granted in United States currency and all payments required thereunder are to be paid in
United States currency.




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