fortisinc2020restricteds






                                 FORTIS INC.                         2020 RESTRICTED SHARE UNIT PLAN                            Effective as of January 1, 2020                                     ARTICLE 1                            PREAMBLE AND DEFINITIONS   1.1         Title               The Restricted Share Unit Plan herein, as amended or restated from time to time,  shall be called the “2020 Restricted Share Unit Plan” and is referred to herein as the “Plan”.   1.2         Purpose of the Plan               The purpose of the Plan is to (a) promote a greater alignment of interests between  the senior management of the Corporation and the shareholders of the Corporation, (b) foster the  growth and success of the business of the Corporation in accordance with its vision, (c) ensure  that management is focused on the Corporation’s primary business objectives and (d) assist the  Corporation in attracting and retaining senior management.   1.3         Defined Terms               In the Plan, the following terms have the respective meanings set out below and  grammatical variations of such terms shall have corresponding meanings:         “Administrator” means such administrator as may be appointed by the Corporation and        identified to Participants from time to time to assist in the administration of the Plan in        accordance with Section 7.1, which administrator may be the Corporation or any of its        Subsidiaries acting for the benefit of Participants;         “Affected Participant” means, in connection with a Change of Control pursuant to:          (a)   clause (a) of the definition of Change of Control, each Participant; or         (b)   clause  (b)  of  the  definition  of  Change  of  Control,  each  Participant  who  is  an              Employee  of  the  affected  Subsidiary who ceases  to  be employed  by the              Corporation or  any  of  its  Subsidiaries immediately  following such  Change  of              Control;         “Applicable Exchange Rate” means in connection with any conversion to U.S. Dollars        pursuant to Section 4.1(d), 4.3, 5.1(a), 5.1(b), 5.5 or otherwise required pursuant to the        Plan, the Exchange Rate as of the Business Day immediately prior to the Grant Date of        such Restricted Share Unit or any underlying Restricted Share Unit, as applicable;         “Applicable Law” means any applicable provision of law, domestic or foreign, including,        without limitation, the Income Tax Act (Canada) and the Corporations Act (Newfoundland        and Labrador), as they may be amended, supplemented or replaced from time to time,        together  with  all  regulations,  rules,  policy  statements,  rulings,  notices,  orders  or  other        instruments  promulgated  thereunder  and  any  applicable  rules  or  policies  of  any  stock        exchange; 





 






                               - 2 -   “Blackout Period” means a period when a Participant is prohibited from trading in the  Corporation’s  securities  pursuant  to  securities  regulatory  requirements  or  the  Corporation’s written policies then applicable;   “Board” means the Board of Directors of the Corporation;   “Business  Day” means  any  day,  other  than  a  Saturday,  Sunday  or  statutory  or  civic  holiday in the Provinces of Ontario or Newfoundland and Labrador;   “Canadian Dollars” means the lawful currency of Canada;   “Change of Control” means:   (a)   with respect to the Corporation, the occurrence of any one or more of the following        events:          (i)  the acquisition of ownership, directly or indirectly, beneficially or of record,              by any person or combination of persons acting jointly or in concert with              each  other,  of  Voting  Securities  representing  more  than  50%  of  the              aggregate  ordinary  voting  power  represented  by  the  issued  and              outstanding Voting Securities;         (ii)  the sale, lease, exchange or other disposition, in a single transaction or a              series  of  related  transactions,  of  assets,  rights  or  properties  of  the              Corporation and/or any of its Subsidiaries which have an aggregate book              value  greater  than  50%  of  the  book  value  of  the  assets,  rights  and              properties of the Corporation and its Subsidiaries on a consolidated basis              to any other person or entity, other than a disposition to a wholly owned              Subsidiary in the course of a reorganization of the assets of the Corporation              and its Subsidiaries;         (iii) the  adoption  of a  resolution  to  wind-up,  dissolve  or  liquidate  the              Corporation;          (iv)  as a result of or in connection with: (A) a contested election of Directors; or              (B) a  consolidation,  merger,  amalgamation,  arrangement  or  other              reorganization or acquisition involving the Corporation or any of its affiliates              and another corporation or other entity, the nominees named in the most              recent management information circular of the Corporation for election to              the Board shall not constitute a majority of the Board; or         (v)   the Board adopts a resolution to the effect that a change of control of the              Corporation has occurred or is imminent; and   (b)   with respect to any Subsidiary, the occurrence of any one or more of the following        events:          (i)  the acquisition of ownership, directly or indirectly, beneficially or of record,              by any person or combination of persons acting jointly or in concert with              each  other,  other  than the  Corporation or  another  Subsidiary  (or a              combination thereof), of voting securities of such Subsidiary representing 





 






                               - 3 -               more than 50% of the aggregate ordinary voting power represented by the              issued and outstanding voting securities of such Subsidiary;         (ii)  the sale, lease, exchange or other disposition, in a single transaction or a              series  of  related  transactions,  of  assets,  rights  or  properties  of such              Subsidiary which have an aggregate book value greater than 50% of the              book  value  of  the  assets,  rights  and  properties of such  Subsidiary on  a              consolidated basis to any other person or entity, other than a disposition to              the  Corporation or  another  Subsidiary (or a combination  thereof) in  the              course of a reorganization of the assets of such Subsidiary;         (iii) the adoption of a resolution to wind-up, dissolve or liquidate the Subsidiary;              or         (iv)  the Committee determines that a change of control with respect to such              Subsidiary has occurred or is imminent;   “Committee” means the Human Resources Committee or other committee of Directors  designated by the Board from time to time to administer the Plan and consisting of not  less  than  three  members  of  the  Board,  each  of  whom  qualifies  as  independent  under  section 1.4 of National Instrument 52-110 – Audit Committees and the applicable rules of  the  NYSE,  and  where  no  such  committee  has  been  appointed,  means  the  Board;  provided, however, without limiting the foregoing, that if the Corporation ceases to qualify  as  a “foreign  private  issuer” (as  defined  in  Rule  3b-4  under  the  Exchange  Act),  the  Committee shall be a committee of the Board comprised of not less than two directors,  and each member of the Committee shall be a “non-employee director” within the meaning  of Rule 16b-3 under the Exchange Act;   “Common Share Account” has the meaning ascribed thereto in Section 6.1(a)(i);    “Common Shares” means the common shares of the Corporation;   “Corporation” means Fortis Inc. and any successor corporation whether by arrangement,  amalgamation, merger or otherwise;   “Director” means a director of the Corporation;   “Disability” means,  with  respect  to  a  Participant,  the  physical  or  mental  illness  of  the  Participant resulting in the Participant’s absence from his or her full-time duties with the  Corporation or a Subsidiary, in respect of which the Participant commences receiving, or  is eligible to receive, long-term disability benefits under the long-term disability plan of the  Corporation or a Subsidiary, as applicable;   “Election Deadline” means, unless otherwise determined by the Committee or provided  in the Plan, the date that is 30 days prior to the Vesting Date of a Restricted Share Unit;   “Employee” means  an  employee  of  the  Corporation  or  a  Subsidiary,  and  includes  an  officer of the Corporation or a Subsidiary, but excludes a director of the Corporation or a  Subsidiary who is not also an employee of the Corporation or a Subsidiary;   “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;  





 






                               - 4 -   “Exchange Rate” means, as of a relevant date, the daily average rate of exchange of the  Bank of Canada for converting Canadian Dollars to U.S. Dollars, or if on such date a daily  average rate of exchange of the Bank of Canada is not available, the daily average rate  of exchange of the Bank of Canada on the immediately preceding day on which such  exchange rate is available;   “Executive Compensation Policy” means, as applicable, the executive compensation  policy of the Corporation in effect from time to time and any similar policy or practice of  the Corporation or any Subsidiary in effect from time to time, but only to the extent such  policy or practice applies to a Participant;   “Expiry Date” means the date designated by the Committee on which a Restricted Share  Unit will be terminated and cancelled in accordance with the Plan or, if no such date is  specified  in  the  applicable  Grant  Agreement,  December  31  of  the  third  calendar  year  following the calendar year that includes the Grant Date of such Restricted Share Unit;   “Grant  Agreement” means  an  agreement  between  the  Corporation  and  a  Participant  evidencing  the  grant  of  Restricted  Share  Units  to  such  Participant,  which  shall  be  substantially in the form of Schedule A;   “Grant  Date” means  the  effective  date  of  each grant  of  Restricted  Share  Units  by  the  Committee to a Participant, which shall be January 1 of the calendar year of such grant;   “Just Cause” means a determination by the Board that any of the following has occurred:  (a) wilful and continued failure by the Participant to substantially perform the Participant’s  duties to the Corporation or a Subsidiary (other than any such failure resulting from his or  her  incapacity  due  to  physical  or  mental  illness)  after  a  demand  for  substantial  performance  improvement  has  been  delivered in  writing  to  the  Participant  which  specifically identifies the manner in which the Participant has not substantially performed  his or her duties; (b) wilful engaging by the Participant in misconduct that is materially  injurious to the Corporation or a Subsidiary, monetarily or otherwise; (c) the conviction of  the  Participant of a  criminal  offence  involving  dishonesty;  or  (d) any  other  action  or  omission that would be just cause at law; provided that no act, or failure to act, on the  Participant’s part shall be considered “wilful” unless the Board determines that such act or  failure to act by the Participant was in bad faith and was not reasonably believed by the  Participant to be in the best interests of the Corporation or a Subsidiary, as applicable;   “Market  Price”  at  any  date  in  respect  of  the  Common  Shares  means:  (x)  the  volume  weighted average trading price of the Common Shares determined by dividing the total  value  of  the  Common  Shares  traded  on  the  TSX  during  the  last  five  Trading  Days  immediately preceding such date by the total volume of the Common Shares traded on  the TSX during such five Trading Days (or, if such Common Shares are not then listed  and  posted  for  trading  on  the  TSX,  on  such  stock  exchange  on  which  such  Common  Shares  are  listed  and  posted  for  trading  as  may  be  selected  for  such  purpose  by  the  Board); or (y) in the event that such Common Shares are not listed and posted for trading  on any stock exchange, the Market Price shall be the fair market value of such Common  Shares as determined by the Board in its sole discretion, acting in good faith;   “NYSE” means the New York Stock Exchange or any successor thereto;    “Outside Date” has the meaning ascribed thereto in Section 10.5; 





 






                               - 5 -   “Participant” means any Employee to whom a Restricted Share Unit has been granted in  accordance with the terms and conditions of the Plan;   “Payout Amount” means, with respect to each Vested Unit, a cash payment equal to the  Market  Price  of  one  Common  Share  on the  applicable  Pricing  Date which, for greater  certainty, (x) in the case of a U.S. Taxpayer, will be converted to U.S. Dollars using the  Applicable  Exchange  Rate and  (y) for  all  other  Participants,  will  be  denominated  in  Canadian Dollars;   “Payout Share” means, with respect to each Vested Unit, one Common Share;   “person” includes any individual, corporation, partnership, firm, joint venture, syndicate,  association,  trust,  government,  governmental  agency  and  any  other  form  of  entity  or  organization;   “Plan” has the meaning ascribed thereto in Section 1.1;   “Pricing Date” means, for a Restricted Share Unit, the earlier of:   (a)   the Vesting Date for that Restricted Share Unit as determined in accordance with        Section 4.1(h); and   (b)   in the case of any Restricted Share Unit deemed to be redeemed by a Participant        pursuant  to  Section 5.3 or 5.5 of  the  Plan,  the  applicable  date  on  which  such        Restricted  Share  Unit  is  deemed  to  be  a  Vested  Unit  and  redeemed  by  such        Participant,   provided  that  to  the  extent  that  any  such  date  occurs  during  a  Blackout  Period,  such  Pricing Date shall be extended to the tenth Business Day following the expiration of such  Blackout Period or such other date following the expiry of such Blackout Period as may  be determined by the Committee, acting reasonably;   “Restatement” has the meaning ascribed thereto in Section 8.1(a);   “Restricted Share Unit” means a notional unit evidenced by an entry on the books of the  Corporation, which represents the right of a Participant, at his or her election, subject to  the provisions of the Plan, to receive the Payout Amount or a Payout Share;   “Restricted Share Unit Account” means the account maintained for a Participant on the  books of the Corporation into which Restricted Share Units will be credited in accordance  with Section 4.1, 4.2 or 4.3 and debited in accordance with Article 5;   “Retirement” means the retirement of a Participant from employment with the Corporation  or a Subsidiary, subject to any policy, practice or requirement relating to the minimum age  and service as of the date of retirement and/or other term of service as may be stipulated  by the specific Company or Subsidiary at the time of retirement;   “Section 409A” has the meaning ascribed thereto in Section 10.1;    “Securities Act” has the meaning ascribed thereto in Section 6.2; 





 






                               - 6 -   “Service” means the period of employment of the Participant by the Corporation or any of  its Subsidiaries, including service with a Subsidiary which has been acquired, directly or  indirectly, by the Corporation;   “Share Ownership Requirements” means the share ownership requirements applicable  to certain Participants arising pursuant to any share ownership policy of the Corporation  or any similar policy of any Subsidiary in effect from time to time, but only to the extent  that such policy applies to such Participant. For greater certainty, any transitional period  that applies to a Participant under any share ownership policy of the Corporation or any  similar policy of any Subsidiary in effect from time to time shall not be taken into account  for purposes of the Plan or any determination required to be made by the Committee in  respect of a Participant pursuant to Section 4.1(f);   “Subsidiary” means a person (other than an individual) which is controlled, directly or  indirectly, by the Corporation, whether as a result of registered or beneficial ownership of  a majority of the voting securities of such person, the right to appoint a majority of the  directors of such person, a contractual arrangement or otherwise;   “Termination Date” means, in respect of (a) a Participant other than a U.S. Taxpayer, the  effective date of the termination of employment of such Participant by the Corporation or  any of its Subsidiaries, as determined by the Corporation or Subsidiary, as applicable,  subject to any period  of  notice  of termination  under  employment  standards  legislation,  employment contract or the common law applicable to such Participant, if termination of  employment has not been by reason of Just Cause or voluntary resignation, and (b) a U.S.  Taxpayer, the date on which such Participant has been “separated from service” with the  Corporation or any of its Subsidiaries as defined under Section 409A;   “Trading Day” means any date on which the TSX is open for the trading of the Common  Shares  (or,  if the Common  Shares  are  not  then  listed  and  posted  for  trading  on such  exchange, on such other stock exchange on which the Common Shares are listed and  posted for trading as may be selected for such purpose by the Board);   “TSX” means the Toronto Stock Exchange or any successor thereto;   “U.S. Dollars” means the lawful currency of the United States of America;   “U.S.  Taxpayer” means  any  Participant  who  is a  citizen  or  permanent  resident  of  the  United States, or is otherwise subject to taxation by the United States on a net basis;   “Vested Unit” means a Restricted Share Unit which has vested in accordance with the  terms and conditions of the Plan;   “Vesting Date” means the date on which a Restricted Share Unit vests in accordance with  the terms and conditions of the Plan; and   “Voting Securities” means the Common Shares and any other shares entitled to vote for  the  election  of  Directors  and  shall  include  any  security,  whether  or  not  issued  by  the  Corporation,  which  are not  shares  entitled  to  vote for the  election  of  Directors  but  are  convertible into or exercisable or exchangeable for shares which are entitled to vote for  the  election  of  Directors  including  any  options  or  rights  to  purchase  such  shares  or  securities. 





 






                                     - 7 -   1.4         Schedule               The following Schedule is attached to and forms part of the Plan:                Schedule A - Form of Grant Agreement                                     ARTICLE 2                                 INTERPRETATION   2.1         Governing Law               The  Plan  shall  be  interpreted  and  enforced  in  accordance with  the  laws  of  the  Province of Newfoundland and Labrador and the federal laws in Canada applicable therein. The  participation  of  a  Participant  in  the  Plan  shall  be  construed  as  acceptance  of  the  terms  and  conditions of the Plan by such Participant and as the Participant’s agreement to be bound thereby.   2.2         Severability               If any provision of the Plan is determined by a court of competent jurisdiction to be  invalid, illegal or unenforceable in any respect, all other provisions of the Plan shall nevertheless  remain in full force and effect so long as the economic or legal substance of the transactions  contemplated hereby is not affected in any manner materially adverse to the Corporation, any of  its Subsidiaries, or any Participant.   2.3         References               The division of the Plan into articles and sections and the insertion of headings are  for convenience of reference only and shall not affect the construction or interpretation of the Plan.  Words  importing  the  singular  number  only  shall  include  the  plural  and  vice  versa  and  words  importing the use of any gender shall include all genders.   2.4         Fractional Restricted Share Units               Subject to Section 5.1(b), fractional Restricted Share Units are permitted under the  Plan.                                     ARTICLE 3                           ESTABLISHMENT OF THE PLAN   3.1         Establishment               The Corporation is establishing the Plan for Participants effective as at January 1,  2020.   3.2         No Additional Rights               Nothing  herein  contained  shall  be  deemed  to give  any  person  the  right  to  be  retained  as  an  Employee  or  to  otherwise  be  retained  in  the  service  of  the  Corporation  or  a  Subsidiary. Restricted Share Units are not Common Shares and will not entitle a Participant to  any shareholder rights, including, without limitation, voting rights, the right to receive dividends or  rights on liquidation, dissolution or winding-up of the Corporation. 





 






                                     - 8 -                                     ARTICLE 4                          RESTRICTED SHARE UNIT GRANTS   4.1         Grant of Restricted Share Units         (a)   The Committee may at any time and from time to time grant Restricted Share Units  in  accordance  with  the  Executive  Compensation  Policy,  and  pursuant  to  a  Grant  Agreement  entered  into  in  accordance  with  the  terms  hereof,  to persons designated  to  be  Participants  hereunder. Grants of Restricted Share Units and the terms thereof shall be recorded in a register  to be maintained by the Corporation, which register may be amended, supplemented or replaced  from time to time.         (b)   Each Restricted Share Unit shall be granted to a Participant as a bonus in respect  of services rendered by such Participant and shall be issued in the same calendar year that such  services are rendered.         (c)   The aggregate dollar amount of the Restricted Share Units granted to a Participant  on the Grant Date shall be determined by the Committee, having regard to the recommendation  of the board of directors of the Subsidiary employer of the Participant, to the extent applicable, in  accordance with the Executive Compensation Policy. For greater certainty, the aggregate dollar  amount of the Restricted Share Units granted to a Participant on the Grant Date (x) in the case of  a U.S. Taxpayer, will be denominated in U.S. Dollars and (y) for all other Participants, will be  denominated in Canadian Dollars.         (d)   The number of Restricted Share Units to be granted to a Participant on the Grant  Date shall be determined by dividing (i) the aggregate dollar amount of the Restricted Share Units  granted to such Participant as determined by the Committee in accordance with Section 4.1(c) by  (ii) the Market Price of the Common Shares on the Grant Date or, to the extent that the Grant  Date occurs during a Blackout Period, the tenth Business Day following the expiration of such  Blackout Period. To the extent that the aggregate dollar value in (i) is denominated in U.S. Dollars,  the calculation to be performed pursuant to this Section 4.1(d) shall be performed following the  conversion of the aggregate dollar amount referenced in clause (i) to Canadian Dollars using the  Applicable Exchange Rate.          (e)   The Committee may determine from time to time that special circumstances exist  that would reasonably justify the grant of Restricted Share Units to a Participant as compensation  in addition to any annual grant of Restricted Share Units which the Participant may otherwise  receive in accordance with this Section 4.1. Upon making such a determination, the Committee  may grant Restricted Share Units to such a Participant provided that the Restricted Share Units  comply in all other respects with the terms and conditions of the Plan. Except as provided for in  this Section 4.1(e) and Sections 4.2 and 4.3, no further Restricted Share Units shall be granted  under the Plan other than by way of annual grant by the Committee.         (f)   Subject to the provisions of this Section 4.1(f), Section 4.1(i) and Section 6.2, each  Restricted Share Unit which becomes a Vested Unit pursuant to the provisions of the Plan shall  give the Participant the right to receive either the Payout Amount or a Payout Share. Except as  provided  in  Section 5.5 and  Section 6.2,  a  Participant  who  does  not  satisfy  his  or  her Share  Ownership  Requirements on the Election  Deadline,  as  determined  by  the  Committee,  shall  receive a Payout Share in respect of 50% of all of the Vested Units covered by the relevant Grant  Agreement (including, for greater certainty, all Restricted Share Units credited on such underlying  Restricted Share Units pursuant to Section 4.3) and shall not be entitled to elect to receive the 





 






                                     - 9 -   Payout Amount in respect of such Vested Units (but shall be entitled to elect to receive the Payout  Amount or Payout Shares in respect of the other 50% of such Vested Units). A Participant who  satisfies  his  or  her Share  Ownership  Requirements on  the  Election  Deadline for a  Restricted  Share Unit shall have the right to elect to receive the Payout Amount or, subject to the provisions  of  Section 6.2, a  Payout  Share in  respect  of  all Vested  Units covered  by  the  relevant  Grant  Agreement (including, for greater certainty, all Restricted Share Units credited on such underlying  Restricted Share Units pursuant to Section 4.3). The election to receive the Payout Amount or  Payout Shares shall be made by the Participant in writing to the Administrator on or before the  Election Deadline for the applicable Restricted Share Units. For each Participant who is entitled  to elect to receive the Payout Amount or a Payout Share for Vested Units, if no election is provided  by the Participant in accordance with this Section 4.1(f), the Participant will be deemed to have  elected to receive the Payout Amount upon the vesting of his or her Restricted Share Units. Any  election to receive Payout Shares by a Participant pursuant to this Section 4.1(f) may be made in  respect of 100% of the Vested Units covered by the relevant Grant Agreement (including, for  greater certainty, all Restricted Share Units credited on such underlying Restricted Share Units  pursuant to Section 4.3) or, if made in respect of less than all such Vested Units, must be made  in  respect  of 50%  of  such Vested Units. The election  or  deemed  election  by  a  Participant  to  receive the Payout Amount and/or Payout Shares for Vested Units covered by a Grant Agreement  is  not  subject  to  change,  revision  or  amendment by  the  Participant following  the applicable  Election Deadline.         (g)   Notwithstanding any other provision of the Plan or a Grant Agreement, Restricted  Share Units granted under the Plan, if not redeemed or previously terminated and forfeited in  accordance with the Plan, shall terminate on and be of no further force and effect after the Expiry  Date.         (h)   The Committee shall designate, at the time of grant of Restricted Share Units, the  date or dates on which all or a portion of the Restricted Share Units shall become Vested Units,  subject to any terms or conditions determined under Section 4.1(i). Unless otherwise determined  by the Committee to be earlier, and subject to Sections 4.3, 5.2, 5.3 and 5.5, the Vesting Date  shall be the third anniversary of the Grant Date in respect of any grant of Restricted Share Units.  The Committee may, subsequent to the Grant Date, but prior to the Vesting Date designated at  the time of grant, designate an earlier date for vesting of all or any portion of Restricted Share  Units then outstanding and granted to a Participant under the Plan, in which event such unvested  Restricted Share Units shall be deemed to be Vested Units on such earlier date.         (i)   Subject to the terms and conditions of the Plan, the Committee may determine the  terms and conditions of any Restricted Share Units in addition to those set forth herein at the time  of grant or from time to time following the Grant Date, including any additional conditions with  respect  to  the  vesting  of  Restricted  Share  Units,  which  do  not  conflict  with  the Plan. The  Committee may, subsequent to the Grant Date, waive any such term or condition or determine  that  it  has  been  satisfied. The  Committee  may  at  any  time,  including  in  the  circumstances  described in Section 6.2 or as otherwise required pursuant to Applicable Law, revoke or limit the  right of a Participant to elect to receive Payout Shares in respect of Vested Units. If the Committee  accelerates  the  Vesting  Date of  Restricted  Share  Units  it  shall  provide  at  least  10 days  prior  written  notice  of  such  accelerated  Vesting  Date and any  applicable Election  Deadline to  all  affected Participants in order to permit such Participants to elect to receive the Payout Amount or  Payout Shares on or before such Vesting Date in accordance with Section 4.1(f).         (j)   No certificates shall be issued with respect to Restricted Share Units. 





 






                                    - 10 -         (k)   All  Restricted  Share  Units  granted  hereunder  shall  be  evidenced  by  a  Grant  Agreement between the Corporation and the Participant substantially in the form of Schedule A  hereto.   4.2         Adjustments and Reorganizations               In the event of any stock dividend, stock split, combination or exchange of shares,  merger,  consolidation, arrangement,  amalgamation, spin-off  or  other  distribution  (other  than  normal  cash  dividends)  of  the  Corporation’s  assets  to  the shareholders,  or  any  other  change  affecting the Common Shares, such proportionate adjustments, if any, as the Committee in its  discretion may deem appropriate to reflect such change shall be made with respect to the number  of  Restricted  Share  Units  outstanding  under the  Plan. In the  event the Corporation  is  not  the  surviving  entity  in  a  merger,  consolidation,  arrangement, amalgamation or  other  similar  transaction with another entity or in the event of a liquidation or reorganization of the Corporation  which, in either such case, does not constitute a Change of Control of the Corporation (pursuant  to clause (a) of the definition of Change of Control), and in the absence of any surviving entity’s  assumption of the Plan and the outstanding Restricted Share Units, the Committee may in its  discretion provide for appropriate settlements of Restricted Share Units.   4.3         Dividend Equivalents               Each Participant’s Restricted Share Unit Account shall be credited with additional  Restricted Share Units equal to the “dividend equivalent” when a cash dividend is paid on the  Common Shares. Such “dividend equivalent” shall be equal to a fraction where the numerator is  the product of (x) the number of Restricted Share Units in such Participant’s Restricted Share Unit  Account on the date that the dividend is paid multiplied by (y) the dividend paid per Common  Share and the denominator of which is the Market Price of one Common Share calculated as of  the date that the dividend is paid. Any additional Restricted Share Units credited to a Participant’s  Restricted Share Unit Account as a “dividend equivalent” shall have a Vesting Date which is the  same  as  the  Vesting  Date  for  the  Restricted  Share  Units  in  respect  of  which  such  additional  Restricted Share Units are credited.                                     ARTICLE 5                     PAYMENT AND PARTICIPANT’S TERMINATION   5.1         Payment         (a)   Subject to the provisions of Sections 5.3, 5.5, 6.2 and 7.5, the Participant shall be  entitled to receive, and the Corporation shall pay or deliver or cause a Subsidiary to pay or deliver,  as applicable, to the Participant, in accordance with the election (or deemed election) of such  Participant relating to such Restricted Share Units pursuant to Section 4.1(f), the Payout Amount  or  the  Payout  Share,  as  applicable, in  respect  of  each  Vested  Unit:  (i)  within 30  days of  the  applicable Pricing Date; or (ii) if a Blackout Period occurs following a Pricing Date and prior to any  payment pursuant to this Section 5.1(a)(i), within 30 days of the expiry of such Blackout Period,  but in either such case not later than December 31 of the year in which the Vesting Date occurs.  Upon the Corporation having paid the Payout Amount or delivered the Payout Share in respect  of a Vested Unit, such Vested Unit in the Participant’s Restricted Share Unit Account shall be  terminated and cancelled.         (b)   Subject  to the  provisions  of Section 7.5, if  a  Participant  has validly  elected to  receive or otherwise receives Payout Shares in respect of Restricted Share Units which have 





 






                                    - 11 -   become  Vested  Units,  the  Corporation  shall deliver  cash  to the  Administrator in  an  amount  sufficient and within such time period as is reasonable to permit the Administrator to: (i) purchase  such  Payout  Shares  on the TSX  or  the  NYSE  or  any  other  exchange  on  which  the  Common  Shares  are  then  listed  and  posted  for  trading; and (ii) deliver Payout Shares to  Participants  equivalent in number to the number of such Vested Units, within the time period required pursuant  to Section 5.1(a). No fractional Common Shares may be paid to a Participant under the Plan. In  the  event  that  a  Participant  holds  a  fractional  Vested  Unit,  the  Participant  shall  be  entitled  to  receive, on delivery of its Payout Shares, a cash payment in respect of such fractional Vested  Unit equal to such fraction multiplied by the Market Price of one Common Share on the applicable  Pricing  Date (in  the  case  of  a  U.S.  Taxpayer,  converted  to  U.S.  Dollars  using  the  Applicable  Exchange Rate for the underlying Restricted Share Units).   5.2         Termination for Just Cause or by Voluntary Resignation               Notwithstanding anything else contained herein, if a Participant has ceased to be  an Employee by virtue of being terminated for Just Cause or voluntary resignation, all unvested  Restricted Share Units in such Participant’s Restricted Share Unit Account shall be cancelled and  the number of unvested Restricted Share Units in such account shall be deemed to be zero as of  the Termination Date. Following the Termination Date, such Participant shall have no rights with  respect to such cancelled Restricted Share Units or to any further benefits under the Plan, save  and except for any Payout Amount or Payout Shares due and payable in respect of Vested Units  for which the Vesting Date occurred prior to the Termination Date and any Common Shares in  such Participant’s Common Share Account.   5.3         Death, Disability or Retirement of a Participant               If  a Participant  ceases  to  be  an  Employee  as  a  result  of  death,  Disability  or  Retirement:         (a)   notwithstanding Section 4.1(h), but subject to Section 5.3(b), all of the Restricted              Share Units of a Participant shall become Vested Units and shall be redeemed on              the date of the death or Retirement of the Participant or on the date on which the              Participant’s  employment  is  terminated  as  a  result  of  the  Disability  of  the              Participant;         (b)   the amount payable in respect of such Restricted Share Units:                (i)  where the Participant has been in the Service for less than 15 years, shall                    be prorated to reflect the actual period between the Grant Date and the                    date the Participant ceased to be employed as a result of death, Disability                    or Retirement, as the case may be; and               (ii)  where the Participant has been in the Service for 15 years or more, and in                    the  case  of  Retirement,  has  provided  the  Corporation  and/or  any  of  its                    Subsidiaries, as applicable, with at least six months’ prior written notice of                    such Retirement, shall be determined as if the Participant continued to be                    an Employee on the Vesting Date of each Restricted Share Unit in such                    Participant’s Restricted Share Unit Account, 





 






                                    - 12 -               subject to the discretion of the Committee to determine that special circumstances              exist that reasonably justify an adjustment to the amount which would otherwise              be paid to a Participant pursuant to this Section 5.3(b); and         (c)   in the case of the death of a Participant, the Participant’s designated beneficiary              or estate will be entitled to receive payment, if any, in respect of the Restricted              Share Units of the Participant in accordance with paragraph (b) above.   For greater certainty, a Participant who ceases to be employed as a result of death, Disability or  Retirement will receive the Payout Amount in respect of all Vested Units, as adjusted to the extent  required in  accordance  with Section 5.3(b)(i), unless the Administrator has received from  the  Participant a valid election to receive Payout Shares prior to the date of termination of Service. If  a Participant retires pursuant to Section 5.3(b)(i) and validly elects to receive Payout Shares, the  number of Payout Shares to be delivered to such Participant shall be equal to the aggregate  Payout  Amount in  respect  of  such  Participant’s  Vested  Units determined pursuant  to  Section 5.3(b)(i) divided by the Market Price of one Common Share calculated as of the date of  termination.   5.4         Involuntary Termination               If a Participant ceases to be an Employee as a result of involuntary termination  other than (a) death, Disability or Retirement, or (b) as a result of termination for Just Cause or  voluntary resignation:         (a)   if the Vesting Date of a Restricted Share Unit occurs after the Termination Date              such Restricted Share Unit shall be terminated and cancelled and deemed to have              zero value as of the effective date of termination; and         (b)   if the Vesting Date of a Restricted Share Unit occurs on or prior to the Termination              Date, such Restricted Share Unit shall remain outstanding until paid and cancelled              in accordance with Section 5.1.   5.5         Change of Control               Upon the occurrence of a Change of Control, all outstanding unvested Restricted  Share Units of Affected Participants shall become Vested Units and shall be redeemed on the  date  that  is immediately  prior  to  the  effective  date  of  the  consummation  of  the  transaction(s)  resulting in the Change of Control. For purposes of determining the Payout Amount, if any, the  Market Price of Restricted Share Units of each Affected Participant redeemed pursuant to this  Section 5.5 shall be calculated as of the date that is immediately prior to the effective date of the  consummation  of  the  transaction(s)  resulting  in  the  Change  of  Control (in  the  case  of  a  U.S.  Taxpayer, in each case converted to U.S. Dollars using the Applicable Exchange Rate for each  underlying Restricted Share Unit). Subject to Section 7.5, unless otherwise determined by the  Committee, the Corporation shall pay the Payout Amount or Payout Shares, as so elected by  each Affected Participant prior to the effective date of the Change of Control, in respect of all  outstanding Vested Units of an Affected Participant immediately prior to the consummation of the  transaction(s) resulting in the Change of Control or such earlier date as may be required to allow  for  Payout  Shares  to  be  tendered  into  or  otherwise  participate  in  the  Change  of  Control. For  greater certainty, the limitation in Section 4.1(f) that a Participant who does not satisfy his or her  Share Ownership Requirements on the Election Deadline will receive Payout Shares in respect  of 50%  of  his  or  her Vested  Units  does  not  apply  in  connection  with  a  Change  of  Control. 





 






                                    - 13 -   Notwithstanding the foregoing, the Committee may determine in connection with a Change of  Control that all Affected Participants will receive Payout Shares or the Payout Amount in respect  of  Vested  Units. The  Committee  may  adopt an  alternate  Election  Deadline  and  other special  procedures to facilitate the election by Affected Participants to receive, and tendering of, Payout  Shares in connection with any Change of Control.                                     ARTICLE 6                          SETTLEMENT IN COMMON SHARES   6.1         Delivery of Payout Shares         (a)   In connection with the delivery of Payout Shares:                (i)  any  Common  Shares  purchased  by  the  Administrator  on  a  Participant’s                    behalf shall be allocated by the Administrator to the Participant’s account                    with  the  Administrator  or  a  financial  intermediary  approved  by  the                    Administrator  (the “Common  Share  Account”). The  Participant  shall                    receive an electronic and/or written notification following each allocation of                    Payout Shares to the Participant’s Common Share Account in accordance                    with the customary reporting practices of the Administrator; or               (ii)  to  the  extent  that the  Corporation  or  any  of  its  Subsidiaries  acts  as                    Administrator , the Participant will be required to open an account with a                    financial  intermediary  approved  by  the  Corporation,  into  which  the                    Corporation shall credit any Payout Shares payable to the Participant by                    book entry, direct registration advice or other electronic evidence of share                    ownership utilized by such financial intermediary. If the Participant receives                    Payout Shares from the Corporation pursuant to this Section 6.1(a)(ii), the                    Participant shall also receive an electronic or written notification from the                    Corporation of the number of Payout Shares deposited by the Corporation                    with such Participant’s financial intermediary.         (b)   Any evidence of share ownership delivered by the Administrator pursuant to the  Plan  shall  be  delivered  to  the  Participant  at  the address of  the  Participant  on  record  with  the  Corporation or its Subsidiary, as applicable.   6.2         Compliance with U.S. Securities Law               Notwithstanding any provision of the Plan to the contrary, the delivery of Payout  Shares pursuant to the Plan will be subject to compliance with all Applicable Laws with respect to  such securities and with the requirements of any stock exchange or marketplace upon which the  Common Shares may then be listed.  Without limiting the foregoing, no Participant shall be entitled  to elect to receive (or receive) Payout Shares, and no Payout Shares shall be delivered, under  the Plan unless (a) a registration statement under the U.S. Securities Act of 1933, as amended  (the “Securities  Act”), has,  at  the  time  of  delivery, been  filed  with  the  U.S.  Securities  and  Exchange Commission and is effective with respect to the Payout Shares delivered under the  Plan or (b) in the absence of an effective registration statement under the Securities Act, Payout  Shares may be delivered to a Participant under the Plan in the sole discretion of the Corporation,  if in the opinion of legal counsel to the Corporation, (i) the Payout Shares to be delivered under  the  Plan may  be  delivered to  such  Participant in  accordance  with  the  terms  of  an  applicable  exemption from the  registration  requirements  of  the  Securities  Act and (ii) such Participant is 





 






                                    - 14 -   eligible to receive such Payout Shares pursuant to the applicable exemption. A PARTICIPANT IS  CAUTIONED THAT DELIVERY OF PAYOUT SHARES UPON THE VESTING OF RESTRICTED  SHARE  UNITS  GRANTED  PURSUANT  TO  THE  PLAN  MAY  NOT  OCCUR  UNLESS  THE  FOREGOING CONDITIONS ARE SATISFIED. The inability of the Corporation to obtain from any  regulatory body having jurisdiction the authority, if any, deemed by the Corporation’s legal counsel  to be necessary for the lawful delivery of Payout Shares will relieve the Corporation of any liability  in respect of the failure to deliver such Payout Shares as to which such requisite authority has not  been obtained. As a condition to any delivery of Payout Shares, the Corporation may require the  Participant  to  satisfy  any  qualifications  that  may  be  necessary  or  appropriate  to  evidence  compliance with any Applicable Law (including any applicable exemption from the registration  requirements of the Securities Act) and to make any representation or warranty with respect to  such compliance as may be requested by the Corporation. In addition, in the sole discretion of  the  Corporation, in  the event  that any Payout  Shares will be  delivered  under the  Plan to  any  Participant pursuant to an exemption from the registration requirements of the Securities Act, the  Corporation shall be entitled to place such legends or similar restrictions on such Payout Shares  as may be required to identify such Payout Shares as “restricted securities” within the meaning  of Rule 144(a)(3) under the Securities Act, if in the opinion of legal counsel to the Corporation  such action is required under Applicable Law to comply with such exemption from registration.  From  time  to  time,  the  Board,  the  Committee  and  appropriate  officers  of  the  Corporation  are  authorized  to  take  the  actions  necessary  and  appropriate  to  file  required  documents  with  governmental authorities, stock exchanges, and other appropriate Persons to permit or facilitate  the delivery of Common Shares pursuant to the Plan.                                     ARTICLE 7                                  ADMINISTRATION   7.1         Administration               The Plan  shall  be  administered  by  the  Committee.  Among  other  things,  the  Committee shall have full and complete authority to: (a) interpret the Plan; (b) establish, amend  and rescind any rules and regulations relating to the Plan; (c) make any other determinations that  it deems necessary or desirable for the administration of the Plan, including any determination  required to comply with Section 409A (as defined below); and (d) subject to the terms of the Plan,  delegate to Employees or to third parties, including the Administrator, the whole or any part of the  administration of the Plan and determine the scope and terms and conditions of such delegation,  including the authority to prescribe rules and regulations under the Plan. The Committee may  correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner  and to the extent the Committee deems necessary or desirable. Any decisions of the Committee  in the interpretation and administration of the Plan, as described herein, shall lie within its sole  and absolute discretion and shall be final, conclusive and binding on all parties concerned and  their beneficiaries, legal representatives and successors, as applicable, and the shareholders of  the Corporation.   7.2         Unfunded Obligation               Unless  otherwise  determined  by  the  Committee,  the  Plan  will  be  an  unfunded  obligation of the Corporation and the Corporation’s obligations hereunder shall constitute general,  unsecured obligations, payable solely out of its general assets, and no Participant or other person  shall have any right to any specific assets of the Corporation. The Corporation shall not segregate  any assets for the purpose of funding its obligations with respect to the Restricted Share Units  granted hereunder and shall not be deemed to be a trustee of any amounts to be distributed or 





 






                                    - 15 -   paid pursuant to the Plan. No liability or obligation of the Corporation under the Plan shall be  deemed  to  be  secured  by  any  pledge  of,  or  encumbrance  on,  any  property  or  assets  of  the  Corporation. To  the  extent  any  individual  holds  rights  under  the  Plan,  such  rights  (unless  otherwise  determined  by  the  Committee)  shall  be  no  greater  than  the  rights  of  an  unsecured  general creditor of the Corporation.   7.3         Amendment, Suspension and Termination               The Plan may be amended, suspended or terminated at any time by the Board, in  whole or in part, except as to rights already accrued by the Participants (unless such Participant  consents  to  any  such  change  in  writing). If  the  Plan  is  terminated,  prior  awards  shall,  at  the  discretion of the Committee, either  (a) become immediately payable in accordance with Section  5.1, 5.3 or 5.5, as applicable, or (b) remain outstanding and in effect in accordance with their  applicable terms and conditions.   7.4         Cost of Administration               The Corporation will be responsible for all costs relating to the administration of  the Plan.   7.5         Withholding Taxes               If the Corporation or a Subsidiary shall be required to withhold any amounts by  reason of any federal, provincial, state or local tax rules or regulations in respect of the payment  of a  Payout  Amount  or the  delivery  of  Payout  Shares  to  a  Participant, the  Corporation  or the  Subsidiary  shall  be  entitled  to  deduct  and  withhold  such  amounts  from  the entitlements  of  Participants in respect of Vested Units, from other income of the Participant or, alternatively, the  Corporation or Subsidiary shall require the Participant to provide funds to satisfy such withholding  obligation or make other arrangements that are satisfactory to the Corporation or Subsidiary, as  the case may be.                                     ARTICLE 8                                    CLAWBACK   8.1         Clawback of Payout Amounts, Payout Shares and Restricted Share Units               Notwithstanding any other provision of the Plan, in the event of:         (a)   a restatement of financial results of the Corporation or of any Subsidiary employer              of  a  Participant due  to  material  non-compliance  with  any  financial  reporting              requirement  under  applicable  laws,  other  than  as  a  result  of  a  change  or              amendment in accounting principles or applicable laws (a "Restatement"); or         (b)   the  determination  by  the  Committee  that  fraud,  gross  negligence  or  intentional              misconduct by one or more Participants has occurred, whether or not such conduct              gives rise to a Restatement,    the Committee may determine to recoup, require repayment of or cancel any compensation linked  to  the  financial  or  share  performance  of the  Corporation paid,  awarded  or  granted  to  any  Participant, including any arising pursuant to the Plan, and any profits realized from the sale of  Payout Shares by any such Participant, in each case in respect of the 12 month period following 





 






                                    - 16 -   the first public issuance or filing of the financial results that are subject of the Restatement, or if  there is no Restatement, any event of fraud, gross negligence or intentional misconduct.                                     ARTICLE 9                                   ASSIGNMENT   9.1         No Assignment               A Restricted Share Unit is personal to the Participant and is non-assignable. No  Restricted Share Unit granted hereunder shall be pledged, hypothecated, charged, transferred,  assigned or otherwise encumbered or disposed of by the Participant, whether voluntarily or by  operation of law, otherwise than by testate succession or the laws of descent and distribution,  and any attempt to do so will cause such Restricted Share Unit to be null and void. During the  lifetime of the Participant, a Restricted Share Unit shall be redeemable only by the Participant  and, upon the death of a Participant, the person to whom the rights shall have passed by testate  succession or by the laws of descent and distribution may redeem any Restricted Share Units in  accordance with the terms hereof and the Grant Agreement. For greater certainty, the limitations  imposed by this Section 9.1 do not apply in any way to Payout Shares which are held in the  Common Share Account of or have been delivered to a Participant in the Plan, however held.   9.2         Currency               All payments under the Plan shall be made in Canadian dollars, except payments  made to Participants who are U.S. Taxpayers, which will be denominated in U.S. Dollars.   9.3         Successors and Assigns               The Plan shall be binding on all successors and assigns of the Corporation and a  Participant,  including,  without  limitation,  the  estate  of  such  Participant  and  the  executor,  administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative  of the Participant’s creditors.                                    ARTICLE 10                   CERTAIN RULES APPLICABLE TO U.S. TAXPAYERS   10.1        Intent               To the extent applicable to a Participant, it is intended that each Restricted Share  Unit granted under the Plan shall be exempt from or comply with the requirements of Section  409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Notwithstanding the  foregoing,  the  tax  treatment  of  the  benefits  provided  under  the  Plan  is  not  warranted  or  guaranteed. Neither  the  Corporation,  its  Subsidiaries  nor  their  respective  directors,  officers,  employees or advisers shall be held liable for any taxes, interest, penalties or other monetary  amounts owed by a Participant (or any other individual claiming a benefit through the Participant)  as a result of the Plan.   10.2        Separation from Service               If the Committee determines in its sole discretion that any Restricted Share Unit  granted to a Participant who is at the time of the grant, or subsequently becomes, a U.S. Taxpayer  must  comply  with  Section  409A,  references  in  the  Plan  to  a  termination  or  cessation  of 





 






                                    - 17 -   employment or like terms shall mean, with respect to such U.S. Taxpayer, a “separation from  service” as defined under Section 409A.   10.3        Six-Month Delay               Notwithstanding  anything  in  the  Plan  to  the  contrary,  if  at  the  time  of  a  U.S. Taxpayer’s separation from service, the Committee determines in its sole discretion (a) that  such U.S.  Taxpayer is  considered  to  be  a “specified  employee” within  the  meaning  of  Section 409A and (b) that any Restricted Share Unit of such U.S. Taxpayer must comply with  Section 409A, and such Restriction Share Unit is payable upon the U.S. Taxpayer’s separation  from service, such payment shall not commence prior to the first Business Day following the date  which is six months after the U.S. Taxpayer’s separation from service (or if earlier than the end of  the six month period, the date of the U.S. Taxpayer’s death). For the avoidance of doubt, the  provisions of this Section 10.3 shall not apply to (i) any payment that becomes due on a Pricing  Date  that  occurs  prior  to  the U.S.  Taxpayer’s  separation  from  service, (ii) any  payment  that  becomes due as a result of the U.S. Taxpayer’s death, and (iii) any payment with respect to a  Restricted Share Unit that qualifies for an exception to the requirements of Section 409A.   10.4        Change of Control               Notwithstanding the provisions of Section 5.5, if the Committee determines in its  sole discretion that any Restricted Share Unit granted to a Participant who is at the time of the  grant, or subsequently becomes, a U.S. Taxpayer must comply with Section 409A, the Payout  Amount or Payout Share payable in respect of such Restricted Share Unit shall become payable  under Section 5.5 only  if  the  transaction(s)  resulting  in  the  Change  of  Control  constitutes  a  “change in the ownership”, a “change in the effective control” or a “change in the ownership of a  substantial portion of the assets” of the Corporation or the relevant Subsidiary, as applicable,  determined in accordance with Section 409A. Any Payout Amount not paid or Payout Share not  delivered upon a Change of Control as a result of this Section 10.4 shall be payable at the time  such Payout Amount or Payout Share would otherwise be payable under the Plan, disregarding  the occurrence of the Change of Control.   10.5        Impact of Blackout Period               Notwithstanding anything in the Plan to the contrary, if the Committee determines  in its sole discretion that any Restricted Share Unit granted to a Participant who is at the time of  the grant, or subsequently becomes, a U.S. Taxpayer must comply with Section 409A and if such  Restricted Share Unit becomes a Vested Unit on or before December 31 of any year, but due to  the continuance of a Blackout Period or otherwise, the U.S. Taxpayer would not otherwise receive  the Payout Amount or Payout Share in respect of such Vested Unit pursuant to Section 5.1, 5.3  or 5.5, as applicable, before March 15 of the immediately following year (the “Outside Date”), the  Corporation  shall,  irrespective  of  any  election  to  receive  a  Payout  Share  made  pursuant  to  Section 4.1(f), satisfy its obligation in respect of such Vested Unit by paying the Payout Amount  in respect of such Vested Unit before the Outside Date. If the Payout Amount is paid to a U.S.  Taxpayer pursuant to this Section 10.5, such Payout Amount shall be determined using a Market  Price fixed by the Committee, acting reasonably (converted to U.S. Dollars using the Applicable  Exchange Rate for the underlying Restricted Share Units). 





 






                                    - 18 -   10.6        Risk of Forfeiture               Notwithstanding anything in the Plan to the contrary, no payment hereunder shall  be made to a U.S. Taxpayer pursuant to Article 5 in respect of any Restricted Share Unit, including  any Payout Amount or Payout Share, unless such U.S. Taxpayer is an Employee on the date that  such payment is made to such U.S. Taxpayer, except that in the case of a U.S. Taxpayer whose  employment is terminated for any reason (including death or Disability), payment may be made  to such U.S. Taxpayer at any time before March 15th of the year immediately following the year  in which such termination takes place.