exv10wqq






Exhibit 10(qq)




	 	 	 
	 

	 	Medium-Term Incentive Plan
	 
	 	 
	 

	 	Potash Corporation of Saskatchewan Inc.
	 
	 	 
	 

	 	Effective for the Performance Cycle January 1, 2009 to December 31, 2011







 









 








Contents




	 	 	 	 	 
	SECTION 1—ESTABLISHMENT OF THE PLAN
	 	 	1	 
	1.01 PURPOSE
	 	 	1	 
	1.02 TERM
	 	 	1	 
	SECTION 2—DEFINITIONS
	 	 	2	 
	2.01 AFFILIATE
	 	 	2	 
	2.02 AWARD UNITS
	 	 	2	 
	2.03 BOARD
	 	 	2	 
	2.04 CODE
	 	 	2	 
	2.05 COMMITTEE
	 	 	2	 
	2.06 CORPORATE TSR
	 	 	2	 
	2.07 CORPORATE TSR AWARD UNITS
	 	 	3	 
	2.08 CORPORATION
	 	 	3	 
	2.09 EFFECTIVE DATE
	 	 	3	 
	2.10 ENTITLED EXECUTIVE
	 	 	3	 
	2.11 409A GUIDANCE
	 	 	3	 
	2.12 INDEX
	 	 	3	 
	2.13 INDEX CLOSING PRICE
	 	 	3	 
	2.14 INDEX DIVIDENDS
	 	 	4	 
	2.15 INDEX OPENING PRICE
	 	 	4	 
	2.16 INDEX TSR
	 	 	4	 
	2.17 INDEX TSR AWARD UNITS
	 	 	4	 
	2.18 JUST CAUSE
	 	 	5	 
	2.19 PCS INC. OPENING SHARE PRICE
	 	 	5	 
	2.20 PCS INC. CLOSING SHARE PRICE
	 	 	5	 
	2.21 PCS INC. DIVIDENDS
	 	 	5	 
	2.22 PERFORMANCE CYCLE
	 	 	5	 
	2.23 PERMANENT DISABILITY OR PERMANENTLY DISABLED
	 	 	5	 






i









 






	 	 	 	 	 
	2.24 PLAN
	 	 	6	 
	2.25 RETIREMENT
	 	 	6	 
	2.26 SALARY
	 	 	6	 
	2.27 SEPARATION FROM SERVICE
	 	 	6	 
	2.28 SPECIFIED EMPLOYEE
	 	 	6	 
	2.29 TARGET PERCENTAGE
	 	 	6	 
	2.30 TIER GROUP
	 	 	7	 
	2.31 U.S. EXECUTIVE
	 	 	7	 
	2.32 VESTED PERCENTAGE
	 	 	7	 
	SECTION 3—PARTICIPATION
	 	 	8	 
	3.01 INITIAL PARTICIPATION
	 	 	8	 
	3.02 CONTINUED PARTICIPATION
	 	 	8	 
	SECTION 4—ALLOCATION OF AWARD UNITS
	 	 	9	 
	4.01 ALLOCATION
	 	 	9	 
	4.02 PROMOTION TO NEW TIER GROUP OR OTHER PROMOTION
	 	 	9	 
	4.03 CORPORATE TSR AWARD UNITS AND INDEX TSR AWARD UNITS
	 	 	9	 
	4.04 TARGET PERCENTAGE
	 	 	10	 
	SECTION 5—VESTING OF AWARD UNITS
	 	 	11	 
	5.01 VESTED PERCENTAGES
	 	 	11	 
	SECTION 6—REDEMPTION OF AWARD UNITS
	 	 	12	 
	6.01 REDEMPTION DATE
	 	 	12	 
	6.02 VALUE OF AWARD UNITS
	 	 	13	 
	6.03 EARLY REDEMPTION DATE
	 	 	14	 
	SECTION 7—ADMINISTRATION OF THE PLAN
	 	 	15	 
	7.01 POWERS OF THE COMMITTEE
	 	 	15	 
	7.02 NOTIFICATION TO ENTITLED EXECUTIVES
	 	 	15	 
	7.03 CALCULATION OF AWARD PAYMENTS
	 	 	15	 
	7.04 DELEGATION OF DUTIES
	 	 	15	 
	7.05 RECOUPMENT POLICY
	 	 	15	 
	7.06 SECTION 409A
	 	 	15	 
	SECTION 8—GENERAL PROVISIONS
	 	 	17	 
	8.01 ASSIGNMENT OR ALIENATION
	 	 	17	 
	8.02 AMENDMENT OR TERMINATION
	 	 	17	 






ii









 






	 	 	 	 	 
	8.03 NO ENLARGEMENT OF CONTRACTUAL RIGHTS
	 	 	17	 
	8.04 WITHHOLDING OF TAXES
	 	 	17	 
	8.05 BINDING ON SUCCESSORS
	 	 	17	 
	8.06 CURRENCY
	 	 	17	 
	8.07 CERTAIN ADJUSTMENTS
	 	 	18	 
	8.08 GOVERNING LAW
	 	 	18	 







iii









 








Section 1—Establishment of the Plan





	1.01	 	Purpose
	 
	 	 	This Medium-Term Incentive Plan is established for the purpose of:






	 	(a)	 	providing competitive compensation for Entitled Executives;
	 
	 	(b)	 	rewarding Entitled Executives for improving Total Shareholder Return;
	 
	 	(c)	 	rewarding Entitled Executives for attaining a Total Shareholder Return that is
in excess of the increase in the DAXglobal Agribusiness Index;
	 
	 	(d)	 	rewarding Entitled Executives for their efforts and contributions to the
achievement of the long-term success of the business interests of the Corporation;
	 
	 	(e)	 	aligning the interests of Entitled Executives more closely with the
shareholders of the Corporation; and,
	 
	 	(f)	 	enhancing the ability of the Corporation to recruit and retain high potential,
high value executives.






	1.02	 	Term
	 
	 	 	Subject to Section 8.02 Amendment or Termination, this Plan shall be effective for the
Performance Cycle January 1, 2009 to December 31, 2011.






1









 








Section 2—Definitions





	2.01	 	Affiliate
	 
	 	 	“Affiliate” means, for purposes of compliance with the 409A Guidance, an entity whose
employees, together with the employees of the Corporation are required, in accordance with
Code Section 414(b) or (c) to be treated as employed by a single employer, except that for
purposes of determining whether a Separation from Service from the Corporation has occurred,
in applying Code Section 1563(a)(1), (2), and (3) for purposes of Code Section 414(b) or in
applying Treas. Reg. Section 1.414(c)-2 for purposes of Code Section 414(c), the language
“at least 50 percent” shall be used instead of the language “at least 80 percent” each place
it appears in such Code and Regulations sections.






	2.02	 	Award Units
	 
	 	 	“Award Units” means, in respect of an Entitled Executive, the units allocated pursuant to
Section 4 Allocation of Award Units.
	 
	2.03	 	Board
	 
	 	 	“Board” means the Board of Directors of PCS Inc.
	 
	2.04	 	Code
	 
	 	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.05	 	Committee
	 
	 	 	“Committee” means the Compensation Committee of the Board.
	 
	2.06	 	Corporate TSR
	 
	 	 	“Corporate TSR” means the total shareholder return of PCS Inc. in the Performance Cycle,
expressed as a percentage, and determined as follows:






	 	(i)	 	PCS Inc. Closing Share Price
	 
	 	 	 	MINUS
	 
	 	 	 	PCS Inc. Opening Share Price
	 
	 	 	 	PLUS




2









 












	 	 	 	PCS Inc. Dividends
	 
	 	 	 	DIVIDED BY
	 
	 	(ii)	 	PCS Inc. Opening Share Price
	 
	 	 	 	MULTIPLIED BY
	 
	 	(iii)	 	100






	2.07	 	Corporate TSR Award Units
	 
	 	 	“Corporate TSR Award Units” means, in respect of an Entitled Executive, one half of the
Award Units allocated to the Entitled Executive pursuant to Section 4 Allocation of Award
Units.
	 
	2.08	 	Corporation
	 
	 	 	“Corporation” means Potash Corporation of Saskatchewan Inc. and its direct and indirect
subsidiaries.
	 
	2.09	 	Effective Date
	 
	 	 	“Effective Date” means January 1, 2009.
	 
	2.10	 	Entitled Executive
	 
	 	 	“Entitled Executive” means an executive employee of the Corporation who is recommended by
the CEO and approved by the Committee to participate in this Plan.
	 
	2.11	 	409A Guidance
	 
	 	 	“409A Guidance” means Code Section 409A and the IRS guidance issued thereunder.
	 
	2.12	 	Index
	 
	 	 	“Index” means the DAXglobal Agribusiness Index (DXAG).
	 
	2.13	 	Index Closing Price
	 
	 	 	“Index Closing Price” means the average closing value of the Index, as reported by the
Deutsche Börse Group, for the last 30 trading days of the Performance Cycle or, in the case
of an Entitled Executive for whom an early redemption date applies pursuant to paragraph (a)
of Section 6.03 Early Redemption Date, the above reference to “the last 30 trading days of
the Performance Cycle” shall be substituted by “the last 30 trading days up to the date of
the Entitled Executive’s retirement, disability, death or involuntary termination, as the
case may be”.





3









 






	2.14	 	Index Dividends
	 
	 	 	“Index Dividends” means a cumulative amount derived from the return on dividends paid and
reinvested by the companies in the Index, during the Performance Cycle or, in the case of an
Entitled Executive for whom an early redemption date applies pursuant to paragraph (a) of
Section 6.03 Early Redemption Date, a cumulative amount derived from the return on dividends
paid and reinvested by the companies in the Index, during the Performance Cycle up to the
date of the Entitled Executive’s retirement, disability, death or involuntary termination,
as the case may be.
	 
	2.15	 	Index Opening Price
	 
	 	 	“Index Opening Price” means the average closing value of the Index, as reported by the
Deutsche Börse Group, for the last thirty trading days of 2008. Such value has been
determined as U.S. $259.38.
	 
	2.16	 	Index TSR
	 
	 	 	“Index TSR” means the total shareholder return of the Index in the Performance Cycle,
expressed as a percentage, and determined as follows:






	 	(i)	 	Index Closing Price
	 
	 	 	 	MINUS
	 
	 	 	 	Index Opening Price
	 
	 	 	 	PLUS
	 
	 	 	 	Index Dividends
	 
	 	 	 	DIVIDED BY
	 
	 	(ii)	 	Index Opening Price
	 
	 	 	 	MULTIPLIED BY
	 
	 	(iii)	 	100






	2.17	 	Index TSR Award Units
	 
	 	 	“Index TSR Award Units” means, in respect of an Entitled Executive, one half of the Award
Units allocated to the Entitled Executive pursuant to Section 4 Allocation of Award Units.





4









 






	2.18	 	Just Cause
	 
	 	 	“Just Cause” has such meaning as determined by the Committee from time to time, consistent
with the regular policies of the Corporation.
	 
	2.19	 	PCS Inc. Opening Share Price
	 
	 	 	“PCS Inc. Opening Share Price” means the average closing price of the common stock of PCS
Inc. as reported on the New York Stock Exchange, for the last thirty trading days of 2008.
Such price has been determined as U.S. $64.936.
	 
	2.20	 	PCS Inc. Closing Share Price
	 
	 	 	“PCS Inc. Closing Share Price” means the average closing price of the common stock of PCS
Inc. as reported on the New York Stock Exchange, for the last 30 trading days of the
Performance Cycle or, in the case of an Entitled Executive for whom an early redemption date
applies pursuant to paragraph (a) of Section 6.03 Early Redemption Date, the above reference
to “the last 30 trading days of the Performance Cycle” shall be substituted by “the last 30
trading days up to the date of the Entitled Executive’s retirement, disability, death or
involuntary termination, as the case may be”.
	 
	2.21	 	PCS Inc. Dividends
	 
	 	 	“PCS Inc. Dividends” means the cumulative amount of dividends paid by PCS Inc. on a common
share of PCS Inc. during the Performance Cycle or, in the case of an Entitled Executive for
whom an early redemption date applies pursuant to paragraph (a) of Section 6.03 Early
Redemption Date, the cumulative amount of dividends paid by PCS Inc. on a common share of
PCS Inc. during the Performance Cycle up to the date of the Entitled Executive’s retirement,
disability, death or involuntary termination, as the case may be.”
	 
	2.22	 	Performance Cycle
	 
	 	 	“Performance Cycle” means January 1, 2009 to December 31, 2011 inclusive.
	 
	2.23	 	Permanent Disability or Permanently Disabled
	 
	 	 	“Permanent Disability” or “Permanently Disabled” means the permanent incapacity of an
Entitled Executive, as determined in accordance with the disability plan to which the
Entitled Executive is eligible to belong. With respect to a U.S. Executive, “Permanent
Disability” or “Permanently Disabled” means that a U.S. Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months. A U.S. Executive will be deemed disabled if
determined to be disabled in accordance with a disability insurance program maintained by
the Corporation, to the extent the determination of Permanent Disability under such program
is consistent with this Section and the 409A Guidance.




5









 






	2.24	 	Plan
	 
	 	 	“Plan” means this Medium-Term Incentive Plan, as amended from time to time.
	 
	2.25	 	Retirement
	 
	 	 	“Retirement” means, with respect to a U.S. Executive, the U.S. Executive’s Separation from
Service after attaining age 55 and completing 5 years of service. Retirement with respect to
any Entitled Executive who is not a U.S. Executive shall be determined in accordance with
the general policies of the Corporation. Whenever a lower-case term “retirement” is used
herein, such term with respect to a U.S. Executive shall have the meaning set forth in this
Section.
	 
	2.26	 	Salary
	 
	 	 	“Salary” means, in respect of an Entitled Executive, the Entitled Executive’s annual base
salary in effect as of the date the Entitled Executive commenced participation in the Plan.
However, if the Entitled Executive is promoted into a new Tier Group during the Performance
Cycle or if the annual base salary of the Entitled Executive is significantly adjusted
during the Performance Cycle as a result of a promotion, “Salary” for purposes of Section
4.02 Promotion to a New Tier Group or Other Promotion shall be the annual base salary in
effect as of the date the Entitled Executive was promoted into a new Tier Group or otherwise
promoted.
	 
	2.27	 	Separation from Service
	 
	 	 	“Separation from Service” means any termination of a U.S. Executive’s employment with the
Corporation and all Affiliates for any reason; provided, however, that no Separation from
Service is deemed to occur while the U.S. Executive is on military leave, sick leave or
other bona fide leave of absence that does not exceed six (6) months, or if longer, the
period during which the U.S. Executive’s right to reemployment with the Corporation or
Affiliates is provided either by statute or by contract. Whether the U.S. Executive has
incurred a Separation from Service shall be determined in accordance with the 409A Guidance.
	 
	2.28	 	Specified Employee
	 
	 	 	“Specified Employee” means a U.S. Executive who is identified as a “specified employee”
within the meaning of the 409A Guidance and as determined in accordance with the
identification methodology established by the Committee from time to time.
	 
	2.29	 	Target Percentage
	 
	 	 	“Target Percentage” means the target percentage applicable to an Entitled Executive
according to the Tier Group in which the Entitled Executive participates, as described in
Section 4.04 Target Percentage.




6









 






	2.30	 	Tier Group
	 
	 	 	“Tier Group” means, in respect of an Entitled Executive, the Tier Group in which the
Entitled Executive participates, for purposes of this Plan, as described in Section 4.04
(Target Percentage).
	 
	2.31	 	U.S. Executive
	 
	 	 	“U.S. Executive” means an Entitled Executive who is subject to U.S. income tax.
	 
	2.32	 	Vested Percentage
	 
	 	 	“Vested Percentage” means the vested percentage of an Entitled Executive’s Corporate TSR
Units and Index TSR Units, as the case may be, as described in Section 5 Vesting of Award
Units.




7









 











Section 3—Participation





	3.01	 	Initial Participation
	 
	 	 	Participation in the Plan is limited to Entitled Executives.
	 
	 	 	Each Entitled Executive shall participate in the Plan as of the first day of the Performance
Cycle, or on the date on which the Entitled Executive becomes an Entitled Executive, if
later.
	 
	3.02	 	Continued Participation
	 
	 	 	Each Entitled Executive shall continue participation in the Plan throughout the Performance
Cycle, or until the Entitled Executive’s employment terminates for any reason, the Entitled
Executive becomes Permanently Disabled, or upon the Entitled Executive no longer being
designated as an Entitled Executive as recommended by the CEO and approved by the Committee,
whichever first occurs.






8









 








Section 4—Allocation of Award Units





	4.01	 	Allocation
	 
	 	 	Each person who is an Entitled Executive as of the Effective Date or who becomes an Entitled
Executive during the Performance Cycle but after the Effective Date shall be allocated Award
Units. The number of Award Units shall be equal to:






	 	(a)	 	the Entitled Executive’s Salary as of the Effective Date or the date the
Entitled Executive commences participation in the Plan, whichever is later
	 
	 	 	 	MULTIPLIED BY
	 
	 	(b)	 	the number of years and completed months (expressed as fractions of a year, to
two decimal places) from the Effective Date or the date the Entitled Executive
commences participation in the Plan, whichever is later, to the end of the Performance
Cycle
	 
	 	 	 	MULTIPLIED BY
	 
	 	(c)	 	the Target Percentage applicable to the Entitled Executive, as described in
Section 4.04 below
	 
	 	 	 	DIVIDED BY
	 
	 	(d)	 	the PCS Inc. Opening Share Price






	4.02	 	Promotion to New Tier Group or Other Promotion
	 
	 	 	In the event an Entitled Executive is promoted to a new Tier Group during the Performance
Cycle or if the Salary of the Entitled Executive is significantly adjusted during the
Performance Cycle as a result of a promotion, additional Award Units shall be allocated to
the Entitled Executive reflecting the incremental effect of the Entitled Executive’s
participation in the new Tier Group or new Salary, as the case may be, from the date such
changes occurred to the end of the Performance Cycle.
	 
	4.03	 	Corporate TSR Award Units and Index TSR Award Units
	 
	 	 	One half the Award Units allocated pursuant to Sections 4.01 and 4.02 above shall be
Corporate TSR Award Units and one half shall be Index TSR Award Units.





9









 






	4.04	 	Target Percentage
	 
	 	 	The Target Percentage applicable to an Entitled Executive for purposes of this Plan shall be
determined by the Tier Group in which the Entitled Executive participates, as follows:





	 	 	 	 	 	 	 
	Tier Group	 	Positions	 	Target Percentage
	1

	 	Corporation President and Chief
Executive Officer
	 	 	70	%
	 
	 	 	 	 	 	 
	2

	 	Executive Vice President and Chief
Operating Officer; Executive Vice
President and Chief Financial Officer
	 	 	45	%
	 
	 	 	 	 	 	 
	3

	 	Selected Corporate Senior Vice
Presidents (Administration; General
Counsel); and Subsidiary Presidents
(Potash; Phosphate and Nitrogen; Sales)
	 	 	40	%
	 
	 	 	 	 	 	 
	4

	 	Selected Senior Vice Presidents (IT;
Projects and Technical Services,
Fertilizer); Corporate Vice Presidents;
Selected Subsidiary Vice Presidents
	 	 	30	%
	 
	 	 	 	 	 	 
	5

	 	Selected Subsidiary Vice Presidents

Selected Corporate Executive Employees

Selected Operations General Managers
	 	 	25	%
	 
	 	 	 	 	 	 
	6

	 	Selected Operations General Managers

Selected Subsidiary Vice Presidents

Selected Senior Directors
	 	 	20	%







10









 








Section 5—Vesting of Award Units





	5.01	 	Vested Percentages
	 
	 	 	The following Vested Percentages shall be used to determine the redemption of an Entitled
Executive’s Corporate TSR Award Units and Index TSR Award Units pursuant to paragraphs (a)
and (b) respectively of Section 6.02 Value of Award Units.






	 	(a)	 	Corporate TSR Vested Percentage





	 	 	 	 	 
	 	 	Corporate TSR
	Corporate TSR	 	Vested Percentage
	5% or less
	 	 	0	%
	25%
	 	 	50	%
	50%
	 	 	100	%
	60%
	 	 	125	%
	75% or more
	 	 	150	%







	 	(b)	 	Index TSR Vested Percentage





	 	 	 	 	 
	Corporate TSR	 	Index TSR
	as % of Index TSR	 	Vested Percentage
	Less than 100%
	 	 	0	%
	100%
	 	 	50	%
	130%
	 	 	100	%
	145% or more
	 	 	150	%







	 	All Corporate TSR and Corporate TSR as percentage of Index TSR performances between the
percentages in the above tables will be interpolated in the manner adopted by the
Corporation from time to time.






11









 








Section 6—Redemption of Award Units





	6.01	 	Redemption Date
	 
	 	 	Subject to the provisions of Section 6.03 below, the Award Units of each Entitled Executive
shall be redeemed and paid out by the Corporation in a lump sum cash payment.






	 	(a)	 	All Entitled Executives Other than U.S. Executives






	 	 	This payment to all Entitled Executives other than U.S. Executives shall occur as soon as
practicable following the end of the Performance Cycle, or following the date of the
Entitled Executive’s retirement, permanent disability, death or involuntary termination, if
applicable, within ninety (90) days after the end of the year in which such Award Units
first become payable.






	 	(b)	 	U.S. Executives






	 	 	Payment to a U.S. Executive shall occur as provided in this Section 6.01(b):






	 	(i)	 	If a U.S. Executive is employed by the Corporation of an
Affiliate on the last day of the Performance Cycle, payment shall occur within
ninety (90) days after the end of the Performance Cycle.
	 
	 	(ii)	 	Except as provided in (iii) below, if a U.S. Executive Retires,
dies or is involuntarily terminated before the last day of the Performance
Cycle, payment to such U.S. Executive shall be made within ninety (90) days
after the date on which the U.S. Executive Retires, dies or is involuntarily
terminated; provided, however, that in no event will the U.S. Executive have a
right to designate the taxable year of the payment.
	 
	 	(iii)	 	If on the date of a U.S. Executive’s Retirement or involuntary
termination the U.S. Executive is a Specified Employee, payment following such
Retirement or involuntary termination will be made on the date that is six
months after the date of the U.S. Executive’s Retirement, adjusted for interest
at a rate to be determined by the Committee; provided, however, that if the
U.S. Executive dies before such date, payment to the U.S. Executive’s
beneficiary will be made in accordance with the provisions relating to payment
upon death set forth in paragraph (ii) above.










12









 












	6.02	 	Value of Award Units
	 
	 	 	The value of an Entitled Executive’s Award Units shall be equal to the sum of the values of
the Entitled Executive’s Corporate TSR Award Units and Index TSR Award Units, as follows:






	 	(a)	 	Corporate TSR Award Units
	 
	 	 	 	The value of an Entitled Executive’s Corporate TSR Award Units shall be equal to:






	 	(i)	 	the number of Corporate TSR Award Units granted to the Entitled
Executive, subject to the reduction or forfeiture of units described in Section
6.03, if applicable
	 
	 	 	 	MULTIPLIED BY
	 
	 	(ii)	 	the Corporate TSR Vested Percentage
	 
	 	 	 	MULTIPLIED BY
	 
	 	(iii)	 	PCS Inc. Closing Share Price, subject, however, to a maximum
value of three times the PCS Inc. Opening Share Price






	 	(b)	 	Index TSR Award Units
	 
	 	 	 	The values of an Entitled Executive’s Index TSR Award Units shall be equal to:






	 	(i)	 	the number of Index TSR Award Units granted to the Entitled
Executive, subject to the reduction or forfeiture of units described in Section
6.03, if applicable
	 
	 	 	 	MULTIPLIED BY
	 
	 	(ii)	 	the Index TSR Vested Percentage
	 
	 	 	 	MULTIPLIED BY
	 
	 	(iii)	 	the PCS Inc. Closing Share Price, subject, however, to a
maximum value of three times the PCS Inc. Opening Share Price





13









 






	6.03	 	Early Redemption Date






	 	(a)	 	Retirement, Permanent Disability, Death or Involuntary Termination Without Just
Cause
	 
	 	 	 	In the event an Entitled Executive retires, becomes Permanently Disabled or dies
prior to the end of the Performance Cycle or in the event the Entitled Executive’s
employment is involuntarily terminated by the Corporation without Just Cause, the
number of Award Units allocated to the Entitled Executive pursuant to Section 4
Allocation of Award Units shall be reduced such that the calculation of years and
completed months of participation as described in paragraph (b) of Section 4.01
Allocation shall end as of the date of the Entitled Executive’s retirement,
Permanent Disability, death or involuntary termination, as the case may be.
	 
	 	 	 	One half the Award Units reduced shall be Corporate TSR Award Units and one half
shall be Index TSR Award Units.
	 
	 	 	 	An Entitled Executive shall be required to provide at least 30 days prior written
notice of retirement to the Corporation. In the event an Entitled Executive
provides less than 30 days prior written notice of retirement, the value of award
units calculation per Section 6.02 shall be performed as of the Entitled Executive’s
retirement date and the date that is 30 days following the date the Entitled
Executive provided written notice of retirement to the Corporation, and the
Corporation shall provide the lower valued award to the Entitled Executive as
determined by such two calculations.
	 
	 	(b)	 	Voluntary Termination or Involuntary Termination With Just Cause
	 
	 	 	 	In the event an Entitled Executive voluntarily terminates employment prior to the
end of the Performance Cycle or in the event the Entitled Executive’s employment is
involuntarily terminated by the Corporation with Just Cause, the allocation of Award
Units to the Entitled Executive pursuant to Section 4 Allocation of Award Units
shall be forfeited as of the date of such termination of employment and the Entitled
Executive shall not be entitled to any payment under this Plan.






14









 








Section 7—Administration of the Plan





	7.01	 	Powers of the Committee
	 
	 	 	The Committee shall have the discretionary power and authority to determine who shall be
Entitled Executives, approve Target Percentages and generally administer the Plan. The
Committee shall conclusively interpret the provisions of this Plan and decide all questions
of fact arising in the application thereof.
	 
	7.02	 	Notification to Entitled Executives
	 
	 	 	The Corporation will prepare a written notice to each Entitled Executive specifying his or
her Target Percentage, the number of Award Units allocated and the terms of the Plan.
	 
	7.03	 	Calculation of Award Payments
	 
	 	 	Management of the Corporation shall provide a report to the Committee within 30 days of the
end of the Performance Cycle showing the calculations for determining award payments
including the calculation of the Corporate TSR and Index TSR. Such calculations shall be
subject to the review and confirmation of the Committee.
	 
	7.04	 	Delegation of Duties
	 
	 	 	The Committee and/or the Board may delegate to any director or directors or any officer or
officers of the Corporation such administrative duties and powers as it may see fit with
respect to the Plan.
	 
	7.05	 	Recoupment Policy
	 
	 	 	Any Award paid or payable under this Plan shall be subject to the terms and conditions of
the Corporation’s Policy on Recoupment of Unearned Compensation (as previously adopted and,
from time to time, amended by the Board) a copy of which shall be distributed to each
Entitled Executive upon eligibility to participate in this Plan.
	 
	7.06	 	Section 409A
	 
	 	 	It is intended that the Plan comply with the 409A Guidance to prevent the inclusion in gross
income of any amount available to a U.S. Executive hereunder in a taxable year that is prior
to the taxable year or years in which such amounts would otherwise be actually distributed
or made available to the U.S. Executive. All provisions in the Plan shall be interpreted in
a manner consistent with the 409A Guidance. Notwithstanding the foregoing, the Corporation




15









 






	 	 	does not guarantee, nor shall indemnify for, any tax consequences of any Entitled
Executive’s entitlement to or receipt of payments under the Plan, and each Entitled
Executive shall be solely responsible for payment of any tax obligations incurred in
connection with the benefits provided under the Plan.






16









 








Section 8—General Provisions





	8.01	 	Assignment or Alienation
	 
	 	 	Except as required by applicable laws, the right of an Entitled Executive to Award Units
under this plan shall not be given as security, be subject to transfer, anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or
be subject to execution, attachment, levy or similar process or assignment by operation of
law, and any attempt to effect any such action will be null and void and of no effect.
	 
	8.02	 	Amendment or Termination
	 
	 	 	This Plan may be amended in whole or in part from time to time or terminated by the
Corporation. Any amendment or termination will be binding on the Corporation, Entitled
Executives and their respective beneficiaries. Notice of termination or amendment will be
provided to Entitled Executives and in the case of deceased Entitled Executives, their
respective beneficiaries. However, no amendment or termination of any provision of this
Plan shall directly or indirectly deprive any Entitled Executive or beneficiary of all or
any portion of Award Units allocated to the date of the amendment or termination.
	 
	8.03	 	No Enlargement of Contractual Rights
	 
	 	 	This Plan shall not give any Entitled Executive the right to be retained in the service of
the Corporation nor will it interfere with the right of the Corporation to terminate the
employment of the Entitled Executive. Participation in this Plan will not give any Entitled
Executive any right or claim to any benefit, except to the extent provided in this Plan.
	 
	8.04	 	Withholding of Taxes
	 
	 	 	The Corporation will withhold all applicable taxes from any amounts paid pursuant to this
Plan.
	 
	8.05	 	Binding on Successors
	 
	 	 	This Plan will be binding on any successor or successors of the Corporation whether by
merger, consolidation or otherwise.
	 
	8.06	 	Currency
	 
	 	 	The Award Units redeemed pursuant to this Plan will be paid in the same currency as the
Entitled Executive receives his or her Salary. If the Salary of an Entitled Executive is
paid in




17









 






	 	 	more than one currency during a Performance Cycle, the currency of his or her Award
Payment for that Performance Cycle shall be determined by the Senior Vice-President,
Administration.
	 
	8.07	 	Certain Adjustments
	 
	 	 	In the event that, at any time during the Performance Cycle, there is any variation in the
common shares of PCS Inc. or of any corporation within the Index by reason of (i) a stock
split, reverse of stock split, stock dividend or other increase or decrease in the number of
outstanding common shares, (ii) a merger, consolidation, recapitalization, amalgamation,
plan of arrangement or similar statutory or corporate transaction or (iii) other event that
the Committee determines, such as a sale of all or substantially all of any such
corporation’s assets, the Committee shall make such adjustments to the Index Opening Price,
PCS Inc. Opening Share Price, Index Closing Price or PCS Inc. Closing Share Price or to the
calculation of the Corporate TSR or Index TSR with respect to such corporation and, in the
case of any such event affecting the common shares of PCS Inc. the number of then
outstanding Award Units as it deems necessary or appropriate to reflect such event.
	 
	8.08	 	Governing Law
	 
	 	 	This Plan shall be governed by the laws of the Province of Saskatchewan. Section headings
are for convenience only and shall not be considered provisions of the Plan. Words in the
singular shall included the plural, and vice versa, unless qualified by the context.





	 	 	 	 	 
	Dated effective
	 	January 1, 2009	 	 
	 

	 	 

	 	 
	/s/
John W. Estey	 	 
	 	 	 
	John Estey	 	 
	Compensation Committee Chair	 	 
	/s/ Barbara Jane Irwin	 	 
	 	 	 
	Barbara Jane Irwin	 	 
	Senior Vice President Administration	 	 







18