Cognos Form 8-K Exhibit 4.1 52789









EXHIBIT 4.1 





ATI TECHNOLOGIES INC.  




RESTRICTED SHARE UNIT
PLANS FOR
U.S. DIRECTORS AND EMPLOYEES  




AMENDED AND RESTATED
EFFECTIVE
JANUARY 31, 2005  




	1.  	   	PURPOSE  






	  	
The
purpose of the ATI Technologies Inc. Restricted Share Unit Plans for U.S. Directors and
Employees, to be adopted by ATI Research, Inc., ATI Technologies Systems Corp. and ATI
Research Silicon Valley Inc. (the “Corporations”), all wholly owned
subsidiaries of ATI Technologies Inc., an Ontario corporation (“ATI”),
is to retain and motivate eligible directors and employees of the Corporations and to
promote a greater alignment of interests between directors and employees of the
Corporations and the shareholders of ATI.  






	  	
Certain
capitalized terms used in this document are defined in Section 2.  






	2.  	   	  DEFINITIONS  






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






	  	(b)  	  	              “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;  






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






	  	(d)  	  	              “Award” means
an award of Restricted Shares under either the Market                Plan or the Treasury
Plan;  






	  	(e)  	  	               “Award
Agreement” means the agreement or other instrument issued to a
               Participant that evidences and sets forth the terms, conditions and
restrictions                pertaining to the Participant’s Award;  






	  	(f)  	  	            “Board” means
the Board of Directors of ATI;  






	  	(g)  	  	              “Broker” means
a broker, as designated by the Board, licensed to                purchase, sell or
otherwise trade Shares;  






	  	(h)  	  	               “Code” means
the United States Internal Revenue Code of 1986, as                amended;  






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	  	(i)  	  	              “Committee” means
a committee established by the Board, as provided in                Section 8(a);  






	  	(j)  	  	               “Common
Shares” means the common stock of ATI;  






	  	(k)  	  	               “Custodian” means
the individual or entity designated by the Board to                hold all certificates
representing Restricted Shares until they become                nonforfeitable and
transferable;  






	  	(l)  	  	              “Disability” means:  






	  	  	(i)  	  	           the
Participant is eligible for long-term disability benefits under the
               Participating Corporation’s long-term disability plan, provided the
               disability is expected to have a duration of not less than 12 months, as
               determined by the Board or the Committee in its sole discretion; or,  






	  	  	(ii)  	  	in
the absence of a long-term disability plan, the Participant is unable, by
               reason of a medically determinable physical or mental impairment, to
engage in                any substantial gainful activity, which condition, in the
determination of the                Board or the Committee in its sole discretion, is
expected to have a duration of                not less than 12 months;  






	  	(m)  	  	              “Employee” means
an employee of the Corporation, ATI, or an Affiliate,                other than seasonal
and contract employees and independent contractors;  






	  	(n)  	  	            “Forfeiture
Expiration Date” means the date specified in a                Participant’s
Award Agreement that all or any portion of the                Participant’s Award is
no longer subject to forfeiture;  






	  	(o)  	  	               “Going
Private Transaction” has the meaning ascribed to the term in                the Act;  






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






	  	(q)  	  	               “Issuer
Bid” has the meaning ascribed to the term in the Ontario                Securities
Act;  






	  	(r)  	  	               “Market
Plan” means the Restricted Share Plan for U.S. Directors and
               Employees established by the Corporation under Section Four and pursuant
to                which Restricted Shares are purchased by the Broker in open market or
private                transactions and held by the Custodian pending delivery to
Participants on the                Forfeiture Expiration Date;  






	  	(s)  	  	               “NASDAQ” means
the Nasdaq Stock Market;  






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






	  	(u)  	  	              “Options” means
options to purchase Common Shares granted under                ATI’s share option
plans;  






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






	  	(w)  	  	               “Participant” means
an Employee or director of a Corporation who is                selected by the Board to
receive an Award under the Plan;  






	  	(x)  	  	             “Participating
Corporation” means the Corporation that enters into an                Award
Agreement with a given Participant;  






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






	  	(z)  	  	               “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 Board in
accordance                with Section 8(c);  






	  	(aa)  	  	               “Restricted
Shares” means Common Shares subject to forfeiture, as                provided under
Sections 4 or 5;  






	  	(bb)  	  	              “Service” means
service as an Employee or director of a Participating                Corporation, ATI or
an Affiliate;  






	  	(cc)  	  	              “Take-over
Bid” has the meaning ascribed to the term in the Ontario                Securities
Act;  






	  	(dd)  	  	              “Treasury
Plan” means the Restricted Share Plan for U.S. Directors and
               Employees established by the Corporation under Section Five and pursuant
to                which Restricted Shares are issued to Participants by the Corporation
from                treasury on the Forfeiture Expiration Date; and  






	  	(ee)  	  	             “TSX” means
the Toronto Stock Exchange.  






	3.  	   	  GRANT
OF AWARDS  






	  	(a)  	  	 Eligibility
and Participation.    Only directors or Employees of the Corporations
(including officers, whether or not directors) are eligible to participate
in the Plans. The Board, in its sole discretion, will determine which
directors and Employees will participate in the Plans. The Human Resources
and Compensation Committee, or such other Committee designated by the
Board in accordance with Section 8(a), may make recommendations to the
Board for the Board’s consideration concerning the selection of
Participants in the Plans and the number of Restricted Shares to be
awarded to each Participant.  






	4.  	   	  MARKET
PLAN  






	  	(a)  	  	              The
Market Plan is hereby established for Participants with an effective date of
               August 12, 2003. An award of Restricted Shares may be granted by the Board
under                the Market Plan and will be evidenced by an Award Agreement. The
Award will be                subject to terms and conditions that are consistent with the
Market Plan and                that the Board deems appropriate for inclusion in an Award
Agreement.  






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	  	(b)  	  	 Source
of Shares.    The Restricted Shares granted under the Market Plan will, prior
to any Forfeiture Expiration Date, be purchased in open market or private
transactions by the Broker, in accordance with all securities, reporting,
and notification requirements. The Participating Corporation or ATI will
be responsible for the payment of all brokerage commissions or similar
fees in connection with the purchase of the Restricted Shares under this
provision.  






	  	(c)  	  	 Limits
on Purchases.    Notwithstanding the provisions of Section 4(b), the Broker
shall avoid disrupting the market price for the Common Shares and may, in
its sole discretion, limit the daily volume of the Broker’s purchases
of Restricted Shares or make such purchases over several trading days to
the extent that such action is deemed by the Broker to be necessary for
such purposes or is otherwise in the best interests of Participants and
ATI.  






	  	(d)  	  	 Issuance
and Custody of Certificates.  






	  	  	(i)  	  	 Issuance
of Certificates.    The Participating Corporation will cause to be issued one
or more stock certificates, registered in the name of the Custodian, as
nominee for the benefit of the Participant, evidencing the Restricted
Shares that were purchased for the Participant in open market or private
transactions.  






	  	  	(ii)  	  	 Custody
of Certificates.    Each certificate will be held by the Custodian as nominee
for the benefit of the Participant. The Custodian will record the number
of Restricted Shares held for each Participant.  






	  	  	(iii)  	  	 Delivery
of Certificates.    As soon as practicable, and no later than 45 days, after
the Forfeiture Expiration Date of any Restricted Shares granted under the
Market Plan, ATI, the Participating Corporation or the Plan Administrator
will have certificates evidencing the Restricted Shares issued in the name
of, and delivered to, the Participant (or the Participant’s legal
representatives, beneficiaries or heirs).  






	  	(e)  	  	 Forfeiture
of Shares.    In the event that all or any portion of an Award granted under
the Market Plan is forfeited by a Participant in accordance with Section
6(d), the Custodian will have a standing order to sell the Restricted
Shares on forfeiture and remit the proceeds to ATI. The Custodian and the
Broker shall avoid disrupting the market price for Common Shares in
connection with any such sales and the Custodian may, at its sole
discretion, limit the daily volume of the Broker’s sales of
Restricted Shares or make such sales over several trading days to the
extent that such action is deemed by the Broker to be necessary for such
purposes or is otherwise in the best interests of Participants and ATI.  






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	5.  	   	  TREASURY
PLAN  






	  	(a)  	  	               The
Treasury Plan is hereby established for Participants with an effective date
               of January 27, 2004. An award of Restricted Shares may be granted by the
Board                under the Treasury Plan and will be evidenced by an Award Agreement.
The Award                will be subject to terms and conditions that are consistent with
the Treasury                Plan and that the Board deems appropriate for inclusion in an
Award Agreement.  






	  	(b)  	  	              The
Restricted Shares granted under the Treasury Plan will be allotted by ATI
               for issuance from treasury and will be issued to Participants on or before
the                Forfeiture Expiration Date as fully paid and non-assessable Common
Shares in                accordance with all securities, reporting and notification
requirements. The                Participating Corporation will be responsible for the
payment of all fees,                including transfer agent fees, in connection with the
issuance of Restricted                Shares under the provision.  






	  	(c)  	  	 Limits
on Issuances.    The maximum number of Common Shares available for issuance
under (i) the Treasury Plan, and (ii) the terms of the ATI restricted
share plans established for non-U.S. employees and directors shall be
limited to the number of Common Shares as set out from time to time in
Schedule “A”. In addition, any Common Shares issued under the
Treasury Plan shall be issued only from the pool of Common Shares set out
in the ATI share option plan as being reserved for issuance under the ATI
share option plan and any other share compensation plans or arrangements
established by the Corporation (excluding, for greater certainty, Common
Shares issuable or reserved for issuance in connection with the ArtX Inc.
1997 Equity Investment Plans).  






	  	
In
the event there is any change in the Common Shares through the declaration of stock
dividends or subdivisions, consolidations or exchanges of Common Shares, or otherwise,
the number of Common Shares available for issuance from treasury as Restricted Shares
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 Common Shares which may be issued pursuant to the Treasury Plan
and other share compensation arrangements established by ATI shall be limited as follows:  






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






	  	  	(ii)  	  	            the
number of Restricted Shares granted to Insiders, together with the number of
               Common Shares reserved for issuance pursuant Options granted to Insiders
shall                not exceed 10% of the Outstanding Issue;  






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






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	  	  	(iv)  	  	               the
number of Common 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.  






	  	(d)  	  	 Issuance
of Certificates.    As soon as practicable, and no later than 45 days, after
the Forfeiture Expiration Date of any Restricted Shares granted under the
Treasury Plan, ATI, the Participating Corporation or the Plan
Administrator will have certificates evidencing the Restricted Shares
issued in the name of, and delivered to, the Participant (or the
Participant’s legal representatives, beneficiaries or heirs).  






	6.  	   	  TERMS
OF AWARDS  






	  	(a)  	  	 Number
of Shares.    Each Award Agreement will specify the number of Restricted
Shares granted to the Participant and whether the Restricted Shares were
granted under the Market Plan or the Treasury Plan. The number of
Restricted Shares granted to a Participant will be determined by the Board
in its sole discretion.  






	  	(b)  	  	 Forfeiture.    The Restricted Shares awarded under the Plans to a Participant are subject
to forfeiture in accordance with terms specified in the Participant’s
Award Agreement. The forfeiture provisions of any Award Agreement will be
determined by the Board in its sole discretion, provided that for each
Award of Restricted Shares to an Employee, such Restricted Shares shall be
subject to Forfeiture Expiration Dates that occur over a period of no less
than three years form the date such Restricted Shares were awarded to an
Employee. The forfeiture provisions of any Award Agreement may be
determined from time to time by the Board in its sole discretion to
include criteria such as, but not limited to:  






	  	  	(i)  	  	              time
restrictions, in which Restricted Shares will not be delivered to an
               Employee for a specified period of time; and  






	  	  	(ii)  	  	               performance
restrictions in which the number of Restricted Shares to be                delivered to
any Employee fluctuates based upon ATI’s performance and/or                the
market price of the Common Shares, in such manner as determined by the
               Board, or if so delegated, the Committee, in its sole discretion.  






	  	(c)  	  	 Restrictions
on Transfer.    Until the forfeiture provisions of a Restricted Share expire,
the Participant’s rights to the Restricted Share may not be sold,
assigned, transferred, pledged or otherwise encumbered. Until the
forfeiture provisions of a Restricted Share expire, no attempt to transfer
the Restricted Share, whether voluntary or involuntary, by operation of
law or otherwise, will vest the transferee with any interest or right in
or with respect to the Restricted Share.  






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	  	(d)  	  	Termination
of Service. 






	  	  	(i)  	  	 Voluntary
or Involuntary Termination.    Except as provided in subsection (ii), if a
Participant’s Service terminates for any reason before the Forfeiture
Expiration Date of any Restricted Shares, the Participant’s rights to
those Restricted Shares, whether issued or not, will be immediately and
irrevocably forfeited.  






	  	  	(ii)  	  	 Death
or Disability.    In the event of a Participant’s death or Disability
prior to termination of Service, the forfeiture provisions applicable to
the Participant’s Restricted Shares will expire and certificates for
the Restricted Shares will be issued and delivered in accordance with
Section 4(d) or 5(d) as soon as practicable.  






	  	  	(iii)  	  	 Leave
of Absence.    For purposes of the Plans, the continuous Service of the
Participant as an Employee will not be deemed to have been interrupted and
the Participant will not be deemed to have incurred a termination of
Service by reason of a leave of absence approved by the Participating
Corporation, ATI, or the Affiliate for which the Participant is performing
Service at the time of the leave of absence, but only if, and for so long
as, the Participant does not work for a competitor of the Corporations or
ATI, or otherwise compete with the Corporations or ATI, as determined by
the Board in its sole discretion, during the leave of absence. If, in the
opinion of the Board, the Participant begins to work for a competitor of
the Corporations or ATI, or otherwise competes with the Corporations or
ATI, the Participant will cease to be a Participant as of the date the
leave of absence begins, and the former Participant will forfeit all
Restricted Shares, whether issued or not, that are subject to forfeiture
as of that date.  






	  	(e)  	  	 Bids
and Proposed Transactions.    If there is a Take-over Bid or Issuer Bid made
for all or less than all of the issued and outstanding Common Shares, or
if ATI proposes a Going Private Transaction, the Board in its sole
discretion may, by resolution, remove any remaining forfeiture
restrictions from all outstanding Restricted Shares.  






	  	(f)  	  	 Voting
and Dividends.    The Participant will receive all dividends paid on the
Restricted Shares awarded under the Market Plan and will be entitled to
vote the Restricted Shares awarded under the Market Plan.  






	  	(g)  	  	 Code
§ 83(b) Election.    A Participant will not be permitted to make an
election under Section 83(b) of the Code to include the value of the
Restricted Shares in income at the time of grant unless the Participant’s
Award Agreement provides otherwise.  






	7.  	   	  CONDITIONS
TO AWARDS  






	  	(a)  	  	 Securities
Law Requirements.    No Awards may be made and no Restricted Shares may be
purchased, issued or delivered under the Plans unless the Award, purchase,
issuance or delivery of these Restricted Shares complies with (or is
exempt from) all applicable requirements of law, including (without
limitation) the Ontario Securities Act and the United States Securities
Act of 1933, as amended (collectively, the “Securities Acts”),
the rules and regulations promulgated under the Securities Acts, state and
provincial securities laws and regulations, and the regulations of NASDAQ,
the TSX and any other stock exchange or securities market on which ATI
then may be traded. Awards may be made contingent on the receipt of all
necessary regulatory approvals. If all approvals are not received, the
Awards will be null and void ab initio.  






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	  	(b)  	  	 Inability
to Obtain Authority.    The inability of ATI to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by ATI’s
counsel to be necessary to the lawful delivery of any Restricted Shares
under the Plans, will relieve ATI and the Participating Corporation of any
liability in respect of the failure to deliver those Restricted Shares as
to which the requisite authority has not been obtained.  






	  	(c)  	  	 Withholding
Taxes.    As a condition to the delivery of the certificates evidencing
Common Shares following the Forfeiture Expiration Date of the Restricted
Shares, the Participant will make such arrangements as the Participating
Corporation may require for the satisfaction of any federal, state,
provincial, local or foreign withholding tax obligations that may arise in
connection with the expiration of the forfeiture provisions relating to
the Restricted Shares.  






	  	(d)  	  	 Participant’s
Agreement to be Bound.    Participation in the Plans and acceptance of an
Award by any Participant will be construed as acceptance by the
Participant of the terms and conditions of the Plans and the Participant’s
Award Agreement and all rules and procedures adopted under the Plans.  






	8.  	   	  ADMINISTRATION  






	  	(a)  	  	 Committees
and Delegation of Powers.    The Plans may be administered by one or more
Committees appointed by the Board. A Committee will have the authority and
be responsible for those functions assigned to it by the Board. If no
Committee is appointed, the entire Board will administer the Plans. Any
reference to the Board in the Plans will be construed as a reference to
the Committee, if any, to which the Board assigns a particular function in
connection with the Plans. In addition, all of the powers exercisable
under the Plans by the Board may, to the extent permitted by applicable
law and authorized by resolution of the Board, be exercised by the Human
Resources and Compensation Committee of the Board or by such other
Committee as the Board may designate by resolution.  






	  	(b)  	  	 Powers
of the Board.    Subject to the provisions of the Plans, the Board has the
power to:  






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	  	  	(i)  	  	              determine
and designate those individuals selected to receive Awards, the time                at
which each Award will be granted, and the number of Restricted Shares subject
               to each Award;  






	  	  	(ii)  	  	               prescribe,
amend, or rescind any rules and regulations necessary or appropriate                for
the administration of the Plans;  






	  	  	(iii)  	  	         correct
any defect, supply any deficiency, and reconcile any inconsistency in                the
Plans or in any related Award Agreement;  






	  	  	(iv)  	  	              adjust
the number of Restricted Shares covered by an Award to reflect any change
               in the Common Shares through the declaration of stock dividends or
subdivisions,                consolidations or exchanges of Common Shares or other change
in ATI’s                capital structure;  






	  	  	(v)  	  	               modify
or waive the forfeiture provisions contained in any Award Agreement,
               provided that no modification or waiver will, without the consent of the
               Participant, alter or impair any rights or obligations of the Participant
under                the Award, unless the modification or waiver is required by
applicable law; and  






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






	  	(c)  	  	 Delegation
of Duties.    The Board may direct appropriate officers of ATI or the
Corporations and/or a Plan Administrator to implement its rules,
regulations and determinations. Those officers of ATI or the Corporation
may execute and deliver on behalf of ATI and the Corporations such
documents, forms, agreements and other instruments as are deemed by the
Board to be necessary for the administration and implementation of the
Plans.  






	  	(d)  	  	Interpretation
of Plan.    The Board has the power in its sole discretion to interpret and
construe the Plans and all related Award Agreements. All decisions,
interpretations and determinations of the Board with respect to the Plans
will be final and binding on all Participants and all persons deriving
their rights from Participants.  






	  	(e)  	  	 Indemnification.    Each member of the Board or Committee is indemnified and held harmless by
ATI against any cost or expense (including any sum paid in settlement of a
claim with the approval of ATI) arising out of any act or omission to act
in connection with the Plans 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 a director or otherwise under the
by-laws of ATI or an Affiliate, any agreement, any vote of shareholders or
disinterested directors, or otherwise.  






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	  	(f)  	  	 Discretionary
Relief.    Notwithstanding any other provisions of the Plans, the Board may,
in its sole discretion, waive any condition of the Plans if specific
individual circumstances warrant such waiver.  






	9.  	   	 GENERAL  






	  	(a)  	  	 No
Retention Rights.    Nothing in the Plans or in any Award granted under the
Plans will confer on a Participant any right to continue in employment for
any period of time or will interfere with or otherwise restrict in any way
the rights of ATI or the Corporations or of the Participant, which rights
are expressly reserved by each, to terminate a Participant’s
employment at any time and for any reason.  






	  	(b)  	  	 No
Participation Rights.    Nothing in the Plans or in any Award granted under the
Plans will confer on a Participant any right to receive additional Awards,
to participate in or continue to participate in the Plans following
termination of Service, or to be entitled to compensation or damages in
lieu of participation or continued participation in the Plans.  






	  	(c)  	  	 Rights
of ATI and the Corporations.    The grant of an Award under the Plans will
not affect in any way the right or power of ATI or any Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.  






	  	(d)  	  	No
Representation or Warranty.    ATI and the Corporations make no
representation or warranty as to the future market value of any Common Shares awarded in
accordance with the provisions of the Plans.  






	  	(e)  	  	 Plan
Terms Control.    In the event there is a discrepancy between the terms of the
Plans and the terms of any Award Agreement issued under the Plans, the
terms of the Plans will control.  






	10.  	   	  AMENDMENT
AND TERMINATION  






	  	(a)  	  	 Right
to Amend or Terminate the Plan.    The Board may amend, suspend or terminate
the Plans at any time and for any reason.  






	  	(b)  	  	 Effect
of Amendment or Termination.    No amendment, suspension, or termination of
the Plans will, without the consent of the affected Participant, alter or
impair any rights or obligations under any Award previously granted under
the Plans, unless the amendment, suspension or termination is required by
applicable law.  






	11.  	   	  APPLICABLE
LAW  








	  	
The
Plans and all Awards granted thereunder will be construed and interpreted in accordance
with, and governed by, the laws of California, other than its laws regarding choice of
law.  







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SCHEDULE “A” 



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




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