Cognos Form 8-K Exhibit 4.2 52789









EXHIBIT 4.2 




ATI TECHNOLOGIES INC.  




RESTRICTED SHARE UNIT
PLANS 
FOR CANADIAN DIRECTORS AND EMPLOYEES  




AMENDED AND RESTATED

EFFECTIVE JANUARY 31, 2005  




ARTICLE 1
DEFINITIONS
AND INTERPRETATION  




	1.1  	   	Definitions  







	  	
For
purposes of the Plans: 






	  	(a)  	  	               “Account” means
an account maintained by either Management or the Plan                Administrator for
each Participant and which will be credited with Restricted                Share Units in
accordance with the terms of the Plans;  






	  	(b)  	  	               “Acknowledgement
Form” has the meaning set forth in section 3.2;  






	  	(c)  	  	               “Act” means
the Canada Business Corporations Act or its successor, as                amended from
time to time;  






	  	(d)  	  	               “Affiliate” means
an “affiliated entity” under Multilateral                Instrument 45-105
Trades to Employees, Senior Officers, Directors and                Consultants adopted by
the securities regulatory authorities in each of the                provinces and
territories of Canada other than Quebec;  






	  	(e)  	  	               “Associate” shall
have the meaning ascribed thereto in the Ontario                Securities Act;  






	  	(f)  	  	               “ATI
Share” means a common share of the Corporation;  






	  	(g)  	  	               “Award
Date” means the date or dates on which an award of Restricted                Share
Units is made to a Participant in accordance with section 4.2 or 5.2;  






	  	(h)  	  	               “Basic
Administration Expenses”, as determined in the Committee’s                sole
discretion, may include, but shall not be limited to, expenses incurred in
               connection with the establishment and tracking of Accounts and the
preparation                and distribution of Account statements, ancillary
administration costs, fees and                expenses payable pursuant to the terms of
any agreement or agreements executed                from time to time between the
Corporation and either the Trustee or the Plan                Administrator, any
brokerage fees or commissions applicable to the purchase of                ATI Shares to
be delivered to Participants upon the vesting of Restricted Share                Units
granted under the Market Plan, and any fees of the Corporation’s
               transfer agent incurred in connection with the issuance or transfer of ATI
               Shares under the Plans;  






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	  	(i)  	  	               “Board” means
the board of directors of the Corporation as constituted                from time to
time;  






	  	(j)  	  	               “Committee” means
the committee of the Board responsible for                recommending to the Board the
compensation of the Participants, which, as at the                effective date of each
of the Plans, is the Human Resources and Compensation                Committee;  






	  	(k)  	  	              “Company
Contributions” means the cash contributions made to the                Trustee from
time to time by the Corporation for purposes of allowing the                Trustee to
purchase ATI Shares through the facilities of a Stock Exchange, as
               contemplated in section 4.4;  






	  	(l)  	  	               “Corporation” means
ATI Technologies Inc.;  






	  	(m)  	  	               “Director” means
a person who is a director of the Corporation;  






	  	(n)  	  	               “Employee” means
an employee of the Corporation, other than seasonal                and contract employees
and independent contractors, and who is not a Director of                the Corporation;  






	  	(o)  	  	               “Forfeited
Restricted Share Unit” means a Restricted Share Unit that                relates to
an award of Restricted Share Units that does not vest and is                forfeited by
a Participant pursuant to section 6.3, 6.4, 6.5 or 6.6, as                applicable;  






	  	(p)  	  	               “Forfeiture
Date” means the date, as determined by the Committee, on                which a
Participant:  






	  	  	(i)  	  	               who
has retired or has become eligible for long-term or short-term disability
               benefits or who is on pregnancy, parental, emergency or other approved
leave,                begins to work for a competitor of the Corporation or otherwise
competes with                the Corporation as contemplated in section 6.3 or 6.5, as
applicable;  






	  	  	(ii)  	  	               resigns
from employment with the Corporation as contemplated in section 6.4 and
               “Forfeiture Date” in such circumstances specifically does not
mean the                date on which any period of reasonable notice that the
Corporation may be                required at law to provide to the Participant, would
expire; or  






	  	  	(iii)  	  	               is
terminated for any reason as contemplated in section 6.6 and, except as
               specifically provided in section 6.6, “Forfeiture Date” specifically
               does not mean the date on which any statutory or common law severance
period or                any period of reasonable notice that the Corporation may be
required at law to                provide to the Participant, would expire;  






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	  	(q)  	  	               “Going
Private Transaction” shall have the meaning ascribed thereto in                the
Act;  






	  	(r)  	  	               “Insider” shall
have the meaning ascribed thereto in the Ontario                Securities Act;  






	  	(s)  	  	               “Issuer
Bid” shall have the meaning ascribed thereto in the Ontario
               Securities Act;  






	  	(t)  	  	               “Management” means
the senior management of the Corporation;  






	  	(u)  	  	               “Market
Plan” means the Restricted Share Unit Plan for Canadian                Directors and
Employees established by the Corporation under Article Four and                pursuant
to which ATI Shares are purchased by the Trustee through the facilities                of
a Stock Exchange and held by the Trustee in the Market Plan Trust Fund
               pending delivery to Participants upon the vesting of corresponding
Restricted                Share Units;  






	  	(v)  	  	               “Market
Plan Trust Fund” means the assets held by the Trustee pursuant                to the
Market Plan, as more fully set out in section 4.6;  






	  	(w)  	  	               “Ontario
Securities Act” means the Securities Act (Ontario) or its                successor,
as amended from time to time;  






	  	(x)  	  	               “Options” means
options to purchase ATI Shares granted under the                Corporation’s share
option plans;  






	  	(y)  	  	               “Outstanding
Issue” means on any date, the number of ATI Shares of the                Corporation
issued and outstanding, excluding any ATI Shares issued pursuant to                share
compensation arrangements during the one-year period immediately preceding
               such date;  






	  	(z)  	  	               “Participant” means
a Director or an Employee determined to be                eligible to participate in the
Plans in accordance with section 3.1 and, where                applicable, a former
Director or a former Employee deemed eligible to continue                to participate
in the Plans in accordance with section 6.3, 6.5 or 6.6;  






	  	(aa)  	  	               “Plans” means
the Market Plan and the Treasury Plan;  






	  	(bb)  	  	               “Plan
Administrator” means the third party service provider, if any,
               retained from time to time by the Corporation to perform certain of the
               administrative functions of the Plans as delegated by the Committee in
               accordance with section 2.4;  






	  	(cc)  	  	               “Restricted
Share Unit” means a unit equivalent in value to an ATI                Share credited
by means of a bookkeeping entry in the Participants’               Accounts;  






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	  	(dd)  	  	               “Stock
Exchange” means the Toronto Stock Exchange, The NASDAQ Stock                Market
or any other stock exchange on which ATI Shares are listed and posted for
               trading, as applicable;  






	  	(ee)  	  	               “Take-over
Bid” shall have the meaning ascribed thereto in the Ontario
               Securities Act;  






	  	(ff)  	  	               “Treasury
Plan” means the Restricted Share Unit Plan for Canadian                Directors and
Employees established by the Corporation under Article Five and                pursuant
to which ATI Shares are issued to Participants by the Corporation from
               treasury upon the vesting of corresponding Restricted Share Units; and  






	  	(gg)  	  	               “Trustee” means
CIBC Mellon Trust Company or such other trustee or                trustees from time to
time appointed for purposes of the Market Plan pursuant to                section 4.10.  







	1.2  	   	Interpretation  






	  	
Words
in the singular include the plural and words in the plural include the singular. Words
importing male persons include female persons, corporations or other entities, as
applicable. The headings in this document are for convenience and reference only and
shall not be deemed to alter or affect any provision hereof. The words “hereto”,
“herein”, “hereby”, “hereunder”, “hereof” and
similar expressions mean or refer to this document as a whole and not to any particular
article, section, paragraph or other part hereof.  







ARTICLE 2
PURPOSE AND
ADMINISTRATION OF THE PLANS  




	2.1  	   	Purpose  






	  	
The
Plans have been established to retain and motivate eligible Directors and Employees and
to promote a greater alignment of interests between Directors, Employees and the
shareholders of the Corporation.  







	2.2  	   	Administration
of the Plans  






	  	
Except
for matters that are under the jurisdiction of the Board as specified herein or as
required by law, the Plans shall be administered by the Committee.  







	2.3  	   	Authority
of the Committee  






	  	
Subject
to section 2.2, the Committee shall, by majority action, have the full power to
administer the Plans, including, but not limited to, the authority to:  






	  	(a)  	  	               interpret
and construe any provision hereof and decide all questions of fact                arising
in their interpretation;  






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	  	(b)  	  	               adopt,
amend, suspend and rescind such rules and regulations for administration
               of the Plans as the Committee may deem necessary in order to comply with
the                requirements of the Plans, or in order to conform to any law or
regulation or to                any change in any laws or regulations applicable thereto;  






	  	(c)  	  	               make
recommendations to the Board for the Board’s consideration concerning
               the determination of Participants in either of the Plans and the number of
               Restricted Share Units to be credited to each Participant’s Account
               pursuant to either of the Plans;  






	  	(d)  	  	               take
any and all actions permitted by the Plans; and  






	  	(e)  	  	               make
any other determinations and take such other action in connection with the
               administration of the Plans that it deems necessary or advisable.  







	2.4  	   	Delegation
of Authority  






	  	The Committee
may delegate to Management and/or a Plan Administrator the whole or any part of the
administration of the Plans and shall determine the scope of such delegation in its sole
discretion.  







	2.5  	   	Discretionary
Relief  






	  	Notwithstanding  any
other provision hereof, the Committee may, in its sole discretion, waive any condition
set out herein if specific individual circumstances warrant such waiver.  







	2.6  	   	Amendment,
Suspension, or Termination of Plans  






	  	(a)  	  	               The
Board may, from time to time, amend the terms set out herein or suspend the
               Plans in whole or in part and may at any time terminate the Plans without
prior                notice. However, except as expressly set forth herein, no such
amendment,                suspension, or termination may adversely affect Restricted
Share Units credited                to the Participants’ Accounts at the time of
such amendment, suspension, or                termination without the consent of the
affected Participant(s).  






	  	(b)  	  	               The
Committee may correct any defect or supply any omission or reconcile any
               inconsistency in the Plans in the manner and to the extent deemed
necessary or                desirable, may establish, amend, and rescind any rules and
regulations relating                to the Plans, and may make such determinations as it
deems necessary or                desirable for the administration of the Plans.  






	  	(c)  	  	               No
amendment, change or modification shall be made to the Market Plan that will
               alter the duties of the Trustee without the Trustee’s written
consent.  






	  	(d)  	  	               If
the Board terminates or suspends a Plan no new Restricted Share Units will be
               credited to the Account of a Participant under such Plan.  






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	  	(e)  	  	               On
termination of a Plan, any outstanding awards of Restricted Share Units shall
               immediately vest and the number of ATI Shares corresponding to the
Restricted                Share Units which have been awarded shall be delivered to the
Participant in                accordance with sections 4.8 and 5.6, as applicable. The
Plans will finally                cease to operate for all purposes when the last
remaining Participant receives                delivery of all ATI Shares corresponding to
Restricted Share Units credited to                the Participant’s Account and any
ATI Shares held in the Market Plan Trust                Fund corresponding to any
Forfeited Restricted Share Units are sold by the                Trustee in accordance
with section 6.8.  







	2.7  	   	Final
Determination  






	  	
Any
determination or decision by, or opinion of, the Board, the Committee or Management made
or held pursuant to the terms set out herein shall be made or held reasonably and shall
be final, conclusive and binding on all parties concerned, including, but not limited to,
the Corporation, the Participants and their beneficiaries and legal representatives.  






	  	
Subject
to section 2.5, all rights, entitlements and obligations of Participants under the Plans
are set forth in the terms hereof and cannot be modified by any other documents,
statements or communications, except by amendment to the terms set out herein referred to
in section 2.6.  







	2.8  	   	Taxes  






	  	
A
Participant shall be solely responsible for reporting and paying income tax payable in
respect of the ATI Shares received by the Participant under the Plans. The Corporation
will provide each Participant with (or cause each Participant to be provided with) a T4
slip or such requisite statement as may be required by applicable law to report income
for income tax purposes.  







	2.9  	   	Expenses  






	  	
Subject
to section 6.8, the Corporation shall pay all Basic Administration Expenses.  







	2.10  	   	Information  






	  	
Each
Participant shall provide the Corporation with all of the information (including personal
information) that it requires in order to administer the Plans.  






	  	
The
Corporation may from time to time transfer or provide access to such information to the
Trustee or the Plan Administrator for purposes of the administration of the Plans.  







	2.11  	   	Account
Information  






	  	
Information
pertaining to the Restricted Share Units in Participants’ Accounts will be made
available to the Participants at least annually in such manner as Management or the Plan
Administrator may determine and shall include such matters as the Committee may determine
from time to time or as otherwise may be required by law.  






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	2.12  	   	Indemnification  






	  	
Each
member of the Board or Committee is indemnified and held harmless by the Corporation
against any cost or expense (including any sum paid in settlement of a claim with the
approval of the Corporation) arising out of any act or omission to act in connection with
the terms hereof to the extent permitted by applicable law. This indemnification is in
addition to any rights of indemnification a Board or Committee member may have as
director or otherwise under the by-laws of the Corporation, any agreement, any vote of
shareholders, or disinterested directors, or otherwise.  







ARTICLE 3
ELIGIBILITY
AND PARTICIPATION IN THE PLANS  




	3.1  	   	Participation  






	  	
The
Board, in its sole discretion, shall determine, or shall delegate to the Committee the
determination of which Directors and Employees will participate in either of the Plans.  







	3.2  	   	Acknowledgement
Form  






	  	
A
Participant shall confirm acknowledgement of an award of Restricted Share Units made to
such Participant under either the Market Plan or Treasury Plan in the form attached
hereto as Schedule “A” (or such similar form as determined by the Committee)
(the “Acknowledgement Agreement”), within such time period and in such manner
as specified by Management or the Plan Administrator. If Acknowledgement of an award of
Restricted Share Units is not confirmed by a Participant within the time specified, the
Corporation reserves the right to revoke the crediting of Restricted Share Units to the
Participant’s Account.  







	3.3  	   	Participant’s
Agreement to be Bound  






	  	
Participation
in either of the Plans by any Participant shall be construed as acceptance by the
Participant of the terms and conditions set out herein and all rules and procedures
adopted hereunder and as amended from time to time.  







ARTICLE 4 
THE MARKET
PLAN  




	4.1  	   	The
Market Plan  






	  	
The
Market Plan is hereby established for Participants with an effective date of August 12,
2003. The Market Plan is intended to constitute an employee benefit plan as defined in
subsection 248(1) of the Income Tax Act (Canada) or any successor provision under which
Company Contributions are made to the Trustee and under which payments are made to or for
the benefit of a Participant under the Market Plan in the form of ATI Shares purchased by
the Trustee through the facilities of the Stock Exchange.  






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	4.2  	   	Grant
of Restricted Share Units  






	  	
Subject
to section 3.2, an award of Restricted Share Units will be made and the number of such
Restricted Share Units awarded will be credited to each Participant’s Account,
effective as of the Award Date. The number of Restricted Share Units to be credited to
each Participant’s Account shall be determined by the Board, or the Committee if
delegated by the Board to do so, each in its sole discretion. The Restricted Share Units
credited to a Participant’s Account pursuant to this section shall be noted as
having been granted under the Market Plan.  







	4.3  	   	Vesting  






	  	(a)  	  	               Subject
to Article Six, an award of Restricted Share Units under the Market Plan
               shall vest in accordance with the terms specified in the Participant’s
               Acknowledgment Agreement. The vesting provisions in any Acknowledgment
Agreement                will be determined either by the Board, or the Committee if
delegated by the                Board to do so, each in its sole discretion; provided
that:  






	  	  	(i)  	  	               unless
forfeited prior to such date, all awards of Restricted Share Units shall
               vest no later than December 15 of the third calendar year following the
Award                Date of the corresponding Restricted Share Unit, or such later date
as may be                permitted by applicable income tax laws; and  






	  	  	(ii)  	  	               each
award of Restricted Share Units to an Employee shall vest over a period of
               no less than three years from the Award Date.  






	  	(b)  	  	               For
greater certainty, the vesting of Restricted Share Units may be determined
               from time to time by the Board, or the Committee if so delegated by the
Board,                to include criteria such as, but not limited to:  






	  	  	(i)  	  	               time
vesting, in which an ATI Share is not delivered to a Participant until the
               Participant has held the corresponding Restricted Share Unit for a
specified                period of time; and  






	  	  	(ii)  	  	               performance
vesting, in which the number of ATI Shares to be delivered to a
               Participant for each Restricted Share Unit that vests may fluctuate based
upon                the Corporation’s performance and/or the market price of the ATI
Shares, in                such manner as determined by the Board or, if so delegated, the
Committee, in                their sole discretion.  







	4.4  	   	Restricted
Share Purchases by Trustee  






	  	
At
its discretion, the Corporation shall remit one or more Company Contributions to the
Trustee in the amount necessary to allow the Trustee to arrange for the purchase of ATI
Shares equal to the maximum number of ATI Shares that may be delivered to a Participant
upon the vesting of Restricted Share Units awarded to Participants under section 4.2
prior to the date that such Restricted Share Units vest in accordance with section 4.3.  






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The
Trustee shall arrange for the purchase of the requisite number of ATI Shares through a
Stock Exchange participating organization and the facilities of the Stock Exchange as
soon as practicable (but in any event within 30 calendar days) after receipt of any
Company Contributions. The ATI Shares shall be purchased at prevailing market prices and
the Trustee shall require that purchases be effected in accordance with section 6-501(9)
of Appendix F to the Toronto Stock Exchange Company Manual as if such section applies to
purchases made by or on behalf of the Trustee.  






	  	
In
the event that any Company Contribution received by the Trustee turns out to be
insufficient to acquire the number of ATI Shares required at a particular time, the
Trustee will notify the Corporation of the additional Company Contribution required and
the Corporation shall forthwith provide such amount to the Trustee.  






	  	
The
Corporation will be responsible for, and Company Contributions may be used by the Trustee
to pay, all brokerage commissions or similar fees in connection with such purchases.  







	4.5  	   	Limit
on Purchases  






	  	
Notwithstanding
the provisions of section 4.4, the Trustee, in its discretion, may limit the daily volume
of purchases of ATI Shares or cause such purchases to be made over several trading days
to the extent that such action is deemed by it to be necessary to avoid disrupting the
market price for ATI Shares or otherwise be in the best interests of the Corporation.  







	4.6  	   	Assets
of the Market Plan Trust Fund  






	  	
The
Trustee shall receive Company Contributions from the Corporation. Company Contributions
and the ATI Shares acquired therewith shall constitute the Market Plan Trust Fund and
shall be held, administered and dealt with by the Trustee pursuant to the terms of the
Market Plan.  






	4.7  	   	Registration
of ATI Shares and Rights of Ownership  






	  	
All
ATI Shares purchased by the Trustee pursuant to the Market Plan shall be registered in
the name of the Trustee or a nominee thereof and shall be held in the Market Plan Trust
Fund in accordance with the terms hereof.  






	  	
Each
Participant shall have the right and shall be afforded the opportunity to instruct the
Trustee in writing how to vote, on any issue coming before the holders of ATI Shares,
with respect to the ATI Shares held for the benefit of such Participant by the Trustee in
the Market Plan Trust Fund at the record date for any meeting of the holders of ATI
Shares. Instructions by a Participant to the Trustee shall be in such form and delivered
pursuant to such regulations as the Committee may prescribe, subject to the approval of
the Trustee, and any such instructions to the Trustee shall remain in the strict
confidence of the Trustee. If the Trustee does not receive timely and proper instructions
from a Participant regarding the voting of ATI Shares held for the benefit of such
Participant by the Trustee in the Market Plan Trust Fund, such ATI Shares shall not be
voted. Similar procedures shall apply to any consent solicitation of the holders of ATI
Shares. ATI Shares corresponding to Forfeited Restricted Share Units shall not be voted.  






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	4.8  	   	Delivery
of ATI Shares by the Trustee on Vesting  






	  	
The
Trustee shall, as soon as practicable after the relevant vesting date of any award of
Restricted Share Units under the Market Plan, withdraw from the Market Plan Trust Fund
the number of ATI Shares required to be delivered to a Participant upon the vesting of
Restricted Share Units in the Participant’s Account and shall transfer title,
register and deliver certificates for such ATI Shares to the Participant by first class
insured mail, unless the Trustee shall have received alternate instructions from the
Participant (through Management or the Plan Administrator) for the registration and/or
delivery of the certificates. For greater certainty, unless forfeited prior to such date,
all ATI Shares to be delivered to Participants upon the vesting of Restricted Share Units
shall be delivered to Participants no later than December 31st of the third calendar year
following the Award Date of the Restricted Share Units awarded to the Participants, or
such later date as may be permitted by applicable income tax laws.  







	4.9  	   	Changes
in ATI Shares  






	  	
In
 the event there is any change in ATI Shares through the declaration of stock
dividends or subdivisions, consolidations, or exchanges of ATI Shares or otherwise, the
number of ATI Shares available for issuance upon the vesting of Restricted Share Units
granted under the Market Plan shall be adjusted appropriately by the Board and such
adjustment shall be effective and binding for all purposes of the Market Plan.  







	4.10  	   	Trustee  






	  	
The
Committee may appoint, in replacement for CIBC Mellon Trust Company, a company authorized
to carry on the business of a trust company in Canada to act as Trustee and purchasing
agent for the Market Plan.  







ARTICLE 5 
THE TREASURY
PLAN  




	5.1  	   	The
Treasury Plan  






	  	
The
Treasury Plan is hereby established for Participants with an effective date of January
27, 2004.  






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	5.2  	   	Grant
of Restricted Share Units  






	  	
Subject
to section 3.2, an award of Restricted Share Units pursuant to the Treasury Plan will be
made and the number of such Restricted Share Units awarded will be credited to each
Participant’s Account, effective as of the Award Date. The number of Restricted
Share Units to be credited to each Participant’s Account shall be determined by the
Board, or the Committee delegated by the Board to do so, each in its sole discretion. The
Restricted Share Units credited to a Participant’s Account pursuant to this section
shall be noted as having been granted under the Treasury Plan.  







	5.3  	   	Vesting  






	  	
Subject
to Article Six, an award of Restricted Share Units under the Treasury Plan shall vest in
accordance with the terms specified in the Participant’s Acknowledgement Agreement.
The vesting provisions in any Acknowledgement Agreement will be determined by the Board,
or the Committee if delegated by the Board to do so, each in its sole discretion;
provided that for each award of Restricted Share Units to an Employee, the Restricted
Share Units shall vest over a period of no less than three years from the Award Date.  






	  	
For
greater certainty, the vesting of Restricted Share Units may be determined from time to
time by the Board or the Committee if so delegated by the Board, to include criteria such
as, but not limited to:  






	  	(a)  	  	               time
vesting, in which an ATI Share is not delivered to a Participant until the
               Participant has held the corresponding Restricted Share Unit for a
specified                period of time; and  






	  	(b)  	  	               performance
vesting, in which the number of ATI Shares to be delivered to a
               Participant for each Restricted Share Unit that vests may fluctuate based
upon                the Corporation’s performance and/or the market price of the ATI
Shares, in                such manner as determined by the Board or, if so delegated, the
Committee, in                their sole discretion.  






	5.4  	   	Allotment
of ATI Shares for Issuance by the Corporation  






	  	
The
Corporation shall allot for issuance from treasury such number of ATI Shares
corresponding to the maximum number of ATI Shares that may be deliverable to Participants
upon the vesting of Restricted Share Units awarded to Participants under the Treasury
Plan.  







	5.5  	   	Limits
on Issuances  






	  	
The
maximum number of ATI Shares available for issuance under (i) the Treasury Plan, and (ii)
the terms of the Corporation’s restricted share plans established for non-Canadian
employees and directors shall be limited to the number of ATI Shares as set out from time
to time in Schedule B. In addition, any ATI Shares issued under the Treasury Plan shall
be issued only from the pool of ATI Shares set out in the Corporation’s Share Option
Plan as being reserved for issuance under the Corporation’s Share Option Plan and
any other share compensation plans or arrangements established by the Corporation
(excluding, for greater certainty, ATI Shares issuable or reserved for issuance in
connection with the ArtX Inc. 1997 Equity Investment Plans).  






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In
the event there is any change in the ATI Shares through the declaration of stock
dividends or subdivisions, consolidations or exchanges of ATI Shares, or otherwise, the
number of ATI Shares available for issuance upon the vesting of Restricted Share Units
granted under the Treasury Plan shall be adjusted appropriately by the Board and such
adjustment shall be effective and binding for all purposes of the Treasury Plan.  






	  	
In
addition, the number of ATI Shares reserved for issuance and which may be issued pursuant
to the Treasury Plan and other share compensation arrangements established by the
Corporation shall be limited as follows:  






	  	(a)  	  	               the
number of ATI Shares reserved for issuance to any one individual shall not
               exceed 5% of the Outstanding Issue;  






	  	(b)  	  	               the
number of ATI Shares reserved for issuance pursuant to Restricted Share
               Units and Options granted to Insiders shall not exceed 10% of the
Outstanding                Issue;  






	  	(c)  	  	               the
number of ATI Shares that may be issued to Insiders within any one-year
               period shall not exceed 10% of the Outstanding Issue; and  






	  	(d)  	  	               the
number of ATI Shares that may be issued to any one Insider and such                Insider’s
Associates within any one-year period shall not exceed 5% of the
               Outstanding Issue.  






	5.6  	   	Delivery
of ATI Shares by the Corporation on Vesting  






	  	
The
Corporation shall, as soon as practicable after the relevant vesting date of any award of
Restricted Share Units under the Treasury Plan, issue from treasury to each Participant
the number of ATI Shares required to be delivered to a Participant upon the vesting of
such Participant’s Restricted Share Units in the Participant’s Account. The
Corporation shall register and deliver certificates for such ATI Shares to the
Participant by first class insured mail, unless the Corporation shall have received
alternative instructions from the Participant (through Management or the Plan
Administrator) for the registration and/or delivery of the certificates.  






12 











ARTICLE 6
ACCELERATED
VESTING AND FORFEITURE  




	6.1  	   	Accelerated
Vesting  






	  	
The
Board in its sole discretion may, by resolution, permit all unvested awards of Restricted
Share Units to vest immediately and the ATI Shares corresponding to the Restricted Share
Units in the Participants’ Accounts to be delivered in accordance with section 4.8
or 5.6, as applicable.  






	  	
Without
limiting the generality of the foregoing, if a Take-over Bid is made pursuant to a
take-over bid circular or an Issuer Bid is made pursuant to an issuer bid circular or if
the Corporation proposes a Going Private Transaction, the Board in its sole discretion
may, by resolution, permit all unvested awards of Restricted Share Units to vest
immediately and the ATI Shares corresponding to the Restricted Share Units in the
Participants’ Accounts to be paid out in accordance with section 4.8 or 5.6, as
applicable. The Trustee and the Plan Administrator shall not tender or deposit ATI Shares
corresponding to any unvested awards of Restricted Share Units into any Take-over Bid or
Issuer Bid.  







	6.2  	   	Delivery
on Forfeiture  






	  	
Where
a Participant ceases to be a Participant pursuant to sections 6.3, 6.4, 6.5 or 6.6, any
ATI Shares corresponding to any remaining vested award of Restricted Share Units shall be
delivered to the former Participant in accordance with section 4.8 or 5.6, as applicable,
as soon as practicable after the Forfeiture Date and the former Participant shall not be
entitled to any further distribution of ATI Shares or any payment from the Plans.  







	6.3  	   	Retirement  






	  	
If
a Participant retires from employment with the Corporation, as determined by the
Committee in its sole discretion, before all awards respecting Restricted Share Units
credited to the Participant’s Account have vested or are forfeited pursuant to any
other provision hereof, such Participant shall be deemed to continue to be a Participant
for purposes of the Plans, but only if, and for so long as, such Participant does not
work for a competitor of the Corporation, or otherwise compete with the Corporation, as
determined by the Committee in its sole discretion. For greater certainty, so long as a
Participant continues to be deemed a Participant for purposes of this paragraph, the
vesting of such Participant’s Restricted Share Units pursuant to section 4.3 or 5.3,
as applicable, the delivery of certificates for ATI Shares pursuant to sections 4.8 or
5.6, as applicable, and sections 6.1, 6.2, and 6.7 apply to such Participant. If, in the
opinion of the Committee, such Participant begins to work for a competitor of the
Corporation, or otherwise competes with the Corporation, the Participant shall cease to
be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all
unvested awards respecting Restricted Share Units in the Participant’s Account
effective as at the Forfeiture Date.  






13











	6.4  	   	Resignation  






	  	
If
a Participant resigns from employment with the Corporation, as determined by the
Committee in its sole discretion, before all of the awards respecting Restricted Share
Units credited to the Participant’s Account have vested or are forfeited pursuant to
any other provision hereof, such Participant shall cease to be a Participant as of the
Forfeiture Date, and the former Participant shall forfeit all unvested awards respecting
Restricted Share Units in the Participant’s Account effective as at the Forfeiture
Date.  







	6.5  	   	Disability
and Leaves of Absence  






	  	
If
a Participant becomes eligible for long-term disability benefits under the terms of a
long-term disability plan of the Corporation or is eligible for short term disability or
is on pregnancy, parental, emergency or other approved leave, as determined by the
Committee in its sole discretion, before all of the awards respecting Restricted Share
Units credited to the Participant’s Account have vested or are forfeited pursuant to
any other provision hereof, such Participant shall be deemed to continue to be a
Participant for purposes of the Plans, but only if, and for so long as, such Participant
does not work for a competitor of the Corporation, or otherwise compete with the
Corporation, as determined by the Committee in its sole discretion. For greater
certainty, so long as a Participant continues to be deemed a Participant for purposes of
this paragraph, the vesting of such Participant’s Restricted Share Units pursuant to
section 4.3 or 5.3, as applicable, the delivery of certificates for ATI Shares pursuant
to sections 4.8 or 5.6, as applicable, and sections 6.1, 6.2 and 6.7 apply to such
Participant. If, in the opinion of the Committee, such Participant begins to work for a
competitor of the Corporation, or otherwise competes with the Corporation, the
Participant shall cease to be a Participant as of the Forfeiture Date, and the former
Participant shall forfeit all unvested awards respecting Restricted Share Units in the
Participant’s Account effective as at the Forfeiture Date.  






14 











	6.6  	   	Termination
of Employment  






	  	
If
a Participant is terminated from the Corporation for any reason (including involuntary
termination without cause), as determined by the Committee in its sole discretion, before
all of the awards respecting Restricted Share Units credited to the Participant’s
Account have vested or are forfeited pursuant to any other provision hereof, such
Participant shall cease to be a Participant as of the Forfeiture Date, and the former
Participant shall forfeit all awards respecting unvested Restricted Share Units in his
Account effective as at the Forfeiture Date. Notwithstanding the previous sentence, in
the event of an involuntary termination without cause, the Committee may, in its sole
discretion, permit a Participant to continue to participate in the Plans during any
statutory or common law severance period or any period of reasonable notice that the
Corporation may be required at law to provide to the Participant. In such circumstances,
the Participant shall cease to be a Participant following the expiry of the severance
period.  







	6.7  	   	Death  






	  	
If
a Participant dies before all of the awards respecting Restricted Share Units credited to
the Participant’s Account have vested or are forfeited pursuant to any other
provision hereof, all unvested awards respecting Restricted Share Units will vest
effective on the date of death. The Corporation and/or Plan Administrator will notify the
Trustee as soon as practicable after receiving notice of such death. Upon receipt of
satisfactory evidence of the Participant’s death from the authorized legal
representative of the deceased Participant, the ATI Shares corresponding to the number of
Restricted Share Units in such Participant’s Account shall be paid out to the legal
representative of the deceased former Participant’s estate in accordance with
section 4.8 or 5.6, as applicable.  







	6.8  	   	Forfeited
ATI Shares  






	  	
The
Trustee shall sell a sufficient number of ATI Shares held in the Market Plan Trust Fund
corresponding to Forfeited Restricted Share Units through a Stock Exchange participating
organization and the facilities of the Stock Exchange and shall use the proceeds of such
sale to pay Basic Administration Expenses of the Trustee under the Market Plan and to
return amounts in respect of Company Contributions. The Trustee, in its discretion, may
limit the daily volume of such sale(s) or cause such sales to be made over several
trading days to the extent that such action is deemed by it to be necessary to avoid
disrupting the market price for ATI Shares or otherwise be in the best interests of the
Corporation. To the extent that the proceeds of such sale(s) of such ATI Shares exceed
the Basic Administration Expenses of the Trustee, the excess sale proceeds shall revert
to the Corporation as soon as practicable as a return of Company Contributions. The
Trustee may also use ATI Shares corresponding to Forfeited Restricted Share Units to
satisfy any future awards of Restricted Share Units made pursuant to section 4.2. In no
circumstances shall the Trustee transfer and deliver ATI Shares (including any which
correspond to Forfeited Restricted Share Units) to the Corporation.  






15











ARTICLE 7
GENERAL 




	7.1  	   	Compliance
with Laws  






	  	
The
administration of the Plans, including without limitation all purchases of ATI Shares
under the Market Plan or issuance of ATI Shares under the Treasury Plan, shall be subject
to and made in conformity with all applicable laws and any applicable regulations of a
duly constituted authority. Should the Corporation, in its sole discretion, determine
that it is not feasible or desirable to deliver ATI Shares pursuant to an award of
Restricted Share Units due to such laws or regulations, its obligation shall be satisfied
by means of an equivalent cash payment (equivalence being determined on a before-tax
basis) less any applicable withholding taxes.  







	7.2  	   	Reorganization
of the Corporation  






	  	
The
existence of any Restricted Share Units or ATI Shares corresponding to such Restricted
Share Units shall not affect in any way the right or power of the Corporation or its
shareholders to make or authorize any adjustment, recapitalization, reorganization or
other change in the Corporation’s capital structure or its business, or any
amalgamation, combination, merger or consolidation involving the Corporation or to create
or issue any bonds, debentures, shares or other securities of the Company or the rights
and conditions attaching thereto or to effect the dissolution or liquidation of the
Company or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar nature or otherwise.  







	7.3  	   	General
Restrictions and Assignment  






	  	
Except
as required by law, the rights of a Participant hereunder are not capable of being
anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or
charged and are not capable of being subject to attachment or legal process for the
payment of any debts or obligations of the Participant.  






	  	
The
rights and obligations hereunder may be assigned by the Corporation to a successor in the
business of the Corporation.  







	7.4  	   	Market
Fluctuations  






	  	
No
amount will be paid to, or in respect of, a Participant under the Plans to compensate for
a downward fluctuation in the price of ATI Shares, nor will any other form of benefit be
conferred upon, or in respect of, a Participant for such purpose.  






	  	
The
Corporation makes no representations or warranties to Participants with respect to the
Plans or the Restricted Share Units whatsoever. Participants are expressly advised that
Company Contributions will be used to acquire ATI Shares under the Market Plan and that
the value of any Restricted Share Units and ATI Shares under the Plans will fluctuate as
the trading price of ATI Shares fluctuates. If the Board or Committee has attached
performance vesting criteria to any Restricted Share Units under sections 4.3 or 5.3, the
number of ATI Shares delivered to a Participant upon the vesting of such Restricted Share
Unit may fluctuate based upon the terms of such vesting criteria.  






16 










	  	
In
seeking the benefits of participation in the Plans, a Participant agrees to exclusively
accept all risks associated with a decline in the market price of ATI Shares and all
other risks associated with the holding of Restricted Share Units.  







	7.5  	   	No
Rights to Employment  






	  	(a)  	  	               Nothing
in this document or in the opportunity to participate in the Plans shall
               confer upon any Participant any right to continued employment with the
               Corporation nor shall interfere in any way with the right of the
Corporation to                terminate the Participant’s employment at any time.  






	  	(b)  	  	               Nothing
in this document or in the opportunity to participate in the Plans shall
               be construed to provide the Participant with any rights whatsoever to
               participate or to continue participation in the Plans, or to compensation
or                damages in lieu of participation or the right to participate in the
Plans upon                the termination of the Participant’s employment for any
reason whatsoever.  






	  	(c)  	  	               A
Participant shall not be entitled to any right to participate or to continue
               to participate in the Plans or to compensation or damages in lieu of
               participation or the right to participate in the Plans in consequence of
the                termination of his employment with the Corporation for any reason
(including,                without limitation, any breach of contract by the Corporation
or in consequence                of any other circumstances whatsoever).  







	7.6  	   	No
Trading on Undisclosed Information  






	  	
No
Participant shall in any manner participate in the trading of ATI Shares based upon
insider or undisclosed material corporate information. Any trading based on undisclosed
material information by a Participant may be subject to prosecution and may result in
discipline by the Corporation up to and including termination of a Participant’s
employment with the Corporation. Participants should consult the stock trading policy of
the Corporation available from the Corporation.  







	7.7  	   	No
Shareholder Rights  






	  	
Under
no circumstances shall Restricted Share Units be considered an interest in any ATI Shares
or other securities of the Corporation nor shall any Participant be considered to be the
owner of any ATI Shares by virtue of an award of Restricted Share Units until such
Restricted Share Units have vested and ATI Shares are delivered to the Participant in
accordance with the terms of the Plans. Restricted Share Units shall not entitle any
Participant to exercise voting rights with respect to Restricted Shares (except as
provided in section 4.4) nor any other rights attaching to the ownership of ATI Shares or
other securities of the Corporation. To the extent the assets which constitute the Market
Plan Trust Fund are insufficient to satisfy the rights of Participants under the Market
Plan, such rights shall be no greater than the rights of an unsecured creditor of the
Corporation.  






17 











	7.8  	   	Governing
Law  






	  	
The
validity, construction and effect of the Plans and any actions taken or relating to the
Plans shall be governed by the laws of the Province of Ontario and the federal laws of
Canada applicable therein.  







	7.9  	   	Currency  






	  	
All
amounts paid or values to be determined under the Plans shall be in Canadian dollars.  







	7.10  	   	Severability  






	  	
The
invalidity or unenforceability of any provision of this document shall not affect the
validity or enforceability of any other provision and any invalid or unenforceable
provision shall be severed from this document.  








18 













SCHEDULE “A”  




ACKNOWLEDGEMENT AND
AGREEMENT  




RESTRICTED SHARE UNIT
PLAN FOR CANADIAN EMPLOYEES  



ATI Technologies Inc.
(“ATI”) is pleased to inform you that the Board of Directors has approved an
award of restricted share units (“RSUs”) in your name, subject to the terms and
conditions of the Restricted Share Unit Plan for Canadian Employees (the
“Plan”). Your RSUs have been awarded under the Treasury Plan set out in the
Plan, meaning that the common shares of ATI (the “Shares”) that will be
delivered to you upon vesting of your RSUs will be new shares issued from ATI’s
treasury. A copy of the Plan can be found on ATI’s intranet site at the following
address: 




http:// • 




PLEASE READ THE PLAN
CAREFULLY AS IT SETS OUT
TERMS AND CONDITIONS THAT
APPLY TO YOUR RSUs.  




Vesting  




[INSERT VESTING
CRITERIA]  



By clicking the “I Accept”
icon below, I accept the award of RSUs made in my name and hereby acknowledge and agree
that: 



	  	(a)  	  	               I
have reviewed a copy of the Plan and agree to be bound by it and the terms and
               conditions of this acknowledgement and agreement;  






	  	(b)  	  	               I
will be liable for all reporting and payment of income tax payable by me in
               respect of Shares received by me upon the vesting of RSUs;  






	  	(c)  	  	 it
is my responsibility to confirm the amount of tax payable and the applicable
reporting and payment requirements under the relevant taxation legislation
with my own tax advisor;  






	  	(d)  	  	               the
value of an RSU is based on the trading price of ATI’s Shares and is
               not guaranteed; the eventual cash value of an RSU upon vesting may be
higher or                lower than the value of the RSU on the award date;  






	  	(e)  	  	               if
I (i) retire from employment with ATI, become eligible for long-term
               disability benefits under the terms of a long-term disability plan
sponsored by                ATI, become eligible for short-term disability, go on
maternity, parental,                emergency or other approved leave, and (ii) at any
time thereafter, I begin to                work for a competitor of ATI or otherwise
compete with ATI, I will forfeit any                RSUs that have not yet vested, as set
out in more detail in the Plan;  






19










	  	(f)  	  	               if
I resign or my employment with ATI is terminated for any reason, I will
               forfeit any RSUs that have not yet vested, as set out in more detail in
the                Plan;  






	  	(g)  	  	               where
the number of RSUs that vest on any date is not a whole number, the number
               of RSUs that vest on each such date, and the number of Shares deliverable
on                such date, shall be rounded by the Plan Administrator in accordance
with its                policies and systems;  






	  	(h)  	  	               I
am required to provide ATI with all of the information (including personal
               information) that it requires in order to administer the Plan and I hereby
               consent to the collection of all such information by ATI; I understand
that the                ATI may from time to time transfer or provide access to such
information to                third party service providers for purposes of the
administration of the Plan and                that such service providers will be
provided with such information for the sole                purpose of providing such
services to ATI; the withdrawal of my consent at any                time may result in a
delay in the administration of the Plan or the inability of                the
Corporation to deliver Shares to me upon the vesting of my RSUs;  






	  	(i)  	  	               any
notice required to be provided by me to ATI under the Plan must be made in
               writing and will only be effective upon its receipt by the ATI contact
person                indicated below;  






	  	(j)  	  	               any
notice required to be provided by ATI to me concerning the RSUs will be in
               writing (either in electronic format or hardcopy) and will be effective if
               mailed or delivered electronically to me; such notice may also be
delivered by                Solium Capital; and  






	  	(k)  	  	               if
ATI waives a provision of this acknowledgement and agreement or the Plan,
               such waiver shall not operate as or be construed to be a continuing waiver
of                the same provision or a waiver of any other provision hereof.  






Please acknowledge your acceptance of
the terms and conditions of this award of RSUs and the terms and conditions of the Plan by
clicking the “I Accept” icon at the bottom of this page. If you need any further
information regarding this award of RSUs, please do not hesitate to contact Barbara
Wilcox, Employee Programs Manager, at (905) 882-2600 extension 3689.  




20 












SCHEDULE “B”  



The Corporation committed, effective
December 14, 2004, to limit the maximum number of ATI Shares issuable from treasury under
all of the Corporation’s restricted share plans to 3,000,000 ATI Shares. 




21