Cognos Form 8-K Exhibit 4.3 52789









EXHIBIT 4.3 





ATI TECHNOLOGIES INC.  




RESTRICTED SHARE UNIT
PLAN FOR
GLOBAL DIRECTORS AND
EMPLOYEES  




AMENDED AND RESTATED
EFFECTIVE JANUARY 31,
2005  




	1.  	   	INTRODUCTION  







	1.1  	   	Purpose  






	  	
The
Plan has 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 and its Affiliates.  







	1.2  	   	Definitions  







	  	
For
purposes of the Plan: 






	  	(a)  	  	 “Account” means
an account maintained for each Participant on the books of the Corporation
which will be credited with Restricted Share Units in accordance with the
terms of the Plan;  






	  	(b)  	  	“Acknowledgement
Form” has the meaning set forth in Paragraph 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)  	  	“Applicable
Withholding Taxes” has the meaning set forth in Paragraph 2.7;  






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






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






	  	(h)  	  	“Award
Date” means the date or dates on which Restricted Share Units are
awarded to a Participant in accordance with Paragraph 4.1;  






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






	  	(j)  	  	 “Canadian
Restricted Share Unit Plan” means the ATI Technologies Inc.
Restricted Share Unit Plan for Canadian Directors and Employees or its
successor, as amended from time to time;  






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






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






	  	(m)  	  	“Director” means
a person who is a director of the Corporation or an Affiliate, as applicable;  






	  	(n)  	  	“Distribution
Value” means the value of an ATI Share on NASDAQ at the relevant
vesting date;  






	  	(o)  	  	“Effective
Date” has the meaning set forth in Paragraph 1.4;  






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






	  	(q)  	  	“Forfeiture
Date” means the date, as determined by Management, 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 Paragraph 5.4 or 5.6, as
applicable;  






	  	  	(ii)  	  	               resigns
from employment with the Corporation as contemplated in Paragraph 5.5                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 Paragraph 5.7 and, except as
               specifically provided in Paragraph 5.7, “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;  






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






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






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






	  	(u)  	  	               “Management” means
the senior management of the Corporation or an                Affiliate;  






	  	(v)  	  	               “NASDAQ” means
the NASDAQ Stock Market;  






	  	(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                participate in the Plan in
accordance with Paragraph 3.1 and, where applicable,                a former Director or
a former Employee deemed to continue to participate in the                Plan in
accordance with Paragraph 5.4, 5.6 or 5.7;  






	  	(aa)  	  	               “Plan” means
the ATI Technologies Inc. Restricted Share Unit Plan for                Global Directors
and Employees;  






	  	(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 2.3;  






	  	(cc)  	  	               “Restricted
Share Unit” means a unit equivalent in value to an ATI                Share,
credited to a Participant’s Account by means of a bookkeeping entry
               on the books of the Corporation in accordance with Paragraph 4.1;  






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






	  	(ee)  	  	               “U.S.
Restricted Share Plan” means the ATI Technologies Inc.                Restricted
Share Plan for U.S. Directors and Employees or its successor, as                amended
from time to time.  







	1.3  	   	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 the Plan are for convenience and reference only and shall not
be deemed to alter or affect any provision hereof.  






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	1.4  	   	Effective
Date of the Plan  






	  	
The
effective date of the Plan shall be August 12, 2003 (the “Effective Date”). The
Board shall review and confirm the terms of the Plan from time to time.  






	2.  	   	 PLAN
ADMINISTRATION  







	2.1  	   	Administration
of the Plan  






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







	2.2  	   	Authority
of the Committee  






	  	
Subject
to Paragraph 2.1, the Committee shall, by majority action, have the full power to
administer the Plan, including, but not limited to the authority to:  






	  	(a)  	  	               interpret
and construe any provision of the Plan and decide all questions of                fact
arising in its interpretation;  






	  	(b)  	  	               adopt,
amend, suspend and rescind such rules and regulations for administration
               of the Plan as the Committee may deem necessary in order to comply with
the                requirements of the Plan, 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 the Plan and the number of Restricted
Share                Units to be credited to each Participant’s Account;  






	  	(d)  	  	               determine,
upon the vesting of any Restricted Share Units, whether the                Participant
shall recover a lump sum payment, ATI Shares issued from treasury or                a
combination of both cash and ATI Shares;  






	  	(e)  	  	               take
any and all actions permitted by the Plan; and  






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







	2.3  	   	Delegation
of Authority  









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







	2.4  	   	Discretionary
Relief  






	  	
Notwithstanding
any other provision of the Plan, the Committee may, at its sole discretion, (i) waive any
condition of the Plan or (ii) satisfy any award that would otherwise be payable in
Restricted Share Units by an equivalent cash payment (equivalence being determined on a
before-tax basis), if specific individual circumstances warrant such waiver or payment.  






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	2.5  	   	Amendment,
Suspension, or Termination of Plan  






	  	(a)  	  	               The
Board may from time to time amend or suspend the Plan in whole or in part
               and may at any time terminate the Plan without prior notice. However,
except as                expressly set forth herein, no such amendment, suspension, or
termination may                adversely affect the Restricted Share Units held in
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 Plan in the manner and to the extent deemed necessary
or                desirable, may establish, amend, and rescind any rules and regulations
relating                to the Plan, and may make such determinations as it deems
necessary or desirable                for the administration of the Plan.  






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






	  	(d)  	  	               On
termination of the Plan, any Restricted Share Units shall immediately vest
               and be paid out to the Participant in accordance with the terms of the
Plan                existing at the time of termination. The Plan will finally cease to
operate for                all purposes when all Restricted Share Units have been paid
out of, or cancelled                in, all Participants’ Accounts.  







	2.6  	   	Final
Determination  






	  	
Any
determination or decision by, or opinion of, the Board, the Committee or Management made
or held pursuant to the terms of the Plan 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 Paragraph 2.4, all rights, entitlements and obligations of Participants under the Plan
are set forth in the terms of the Plan and cannot be modified by any other documents,
statements or communications, except by Plan amendments referred to in Paragraph 2.5.  







	2.7  	   	Taxes
and Other Source Deductions  






	  	
Neither
the Corporation nor any Affiliate shall have any liability for any tax imposed on any
Participant as a result of amounts paid or payable to such Participant under this Plan or
of any ATI Shares received by such Participant under this Plan. The Corporation shall be
authorized to deduct from any amount paid or credited hereunder such taxes and other
amounts as it may be required by law to withhold, in such manner as it determines (the
“Applicable Withholding Taxes”).  






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	2.8  	   	Information  






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






	  	
The
Corporation may from time to time transfer or provide access to such information to a
third party service provider for purposes of the administration of the Plan.  







	2.9  	   	Indemnification  






	  	
Each
member of the Board or Committee is indemnified and held harmless by the Company against
any cost or expense (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the Plan 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.  






	3.  	   	 ELIGIBILITY
AND PARTICIPATION  







	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 the Plan.  







	3.2  	   	Acknowledgement
Form  






	  	
A
Participant shall confirm acknowledgement of an award of Restricted Share Units to such
Participant under the Plan in the form attached hereto as Schedule “A” (or such
similar form as determined by the Committee) (the “Acknowledgement Agreement”)
within the time period and in such manner as specified by the Corporation 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 the Plan by any Participant shall be construed as acceptance by the Participant of the
terms and conditions of the Plan and all rules and procedures adopted hereunder and as
amended from time to time.  






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	4.  	   	 GRANT
OF PHANTOM RESTRICTED SHARE UNITS  







	4.1  	   	Grant
of Restricted Share Units  






	  	
Subject
to Section 3.2, an award in the form of Restricted Share Units 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.  







	4.2  	   	Account
Statements  






	  	
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.  






	5.  	   	 VESTING
AND PAYMENT  







	5.1  	   	Vesting  






	  	
Subject
to Paragraph 5.2, the Restricted Share Units credited to a Participant’s Account
shall vest in accordance with the terms specified in the Participant’s
Acknowledgement Form. The vesting provisions in any Acknowledgement Form will be
determined by the Board or the Committee, if delegated by the Board to do so, each in its
sole discretion, provided that each award of Restricted Share Units to an Employee 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 delegated by the Board to do so, 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 Restricted Share Units that vest at                any
time fluctuates based upon the Corporation’s performance and/or the
               market price of ATI Shares, in such manner as determined by the Board or,
if so                delegated, the Committee, each in their sole discretion.  







	5.2  	   	Accelerated
Vesting  






	  	
The
Board in its sole discretion may, by resolution, permit all unvested Restricted Share
Units to vest immediately and be paid out of the Participants’ Accounts in
accordance with Paragraph 5.3.  






	  	
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 Restricted Share Units to vest immediately and be
paid out of the Participants’ Accounts in accordance with Paragraph 5.3.  






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	5.3  	   	Payments  






	  	(a) 	  	 Payments
on Vesting.  






	  	
The
 Committee shall, (i) in its sole discretion, determine no later than each relevant
vesting date whether a Participant shall receive; and (ii) pay out or issue as soon as
practicable after each relevant vesting date, either:  






	  	  	(i)  	  	               a
lump sum payment in cash, less any Applicable Withholding Taxes, equal to the
               number of Restricted Share Units recorded in the Participant’s
Account that                become payable on the relevant vesting date multiplied by the
Distribution                Value; or  






	  	  	(ii)  	  	               one
ATI Share issued by the Corporation from treasury as a fully paid and
               non-assessable ATI Share for each Restricted Share Unit recorded in the
               Participant’s Account that is payable on the relevant vesting date.  






	  	
Upon
payment or issuance of the foregoing, the Restricted Share Unit upon which such payment
or issuance was based shall be cancelled and no further payments shall be made from the
Plan in relation to such Restricted Share Unit.  






	  	(b) 	  	 Payments
on Forfeiture.  






	  	
As
determined by the Committee, in its sole discretion, where a Participant ceases to be a
Participant pursuant to Paragraphs 5.4, 5.5, 5.6 or 5.7, the former Participant shall
receive, as soon as practicable, and no later than 45 days, after the Forfeiture Date:  






	  	  	(i)  	  	               a
lump sum payment in cash, less any Applicable Withholding Taxes, equal to the
               number of any remaining vested Restricted Share Units recorded in the
former                Participant’s Account multiplied by the Distribution Value;  






	  	  	(ii)  	  	               one
ATI Share issued by the Corporation from treasury as a fully paid and
               non-assessable ATI Share for each remaining vested Restricted Share Unit
               recorded in the former Participant’s Account.  






	  	
Upon
payment or issuance of the foregoing, the Restricted Share Units upon which such payment
or issuance was based and all forfeited Restricted Share Units shall be cancelled and the
former Participant shall not be entitled to any further payment from the Plan.  







	  	(c)  	  	Delivery
of ATI Shares  






	  	
The
Corporation shall register and deliver certificates for any ATI Shares issued to a
Participant upon the vesting of Restricted Share Units 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.  






8 











	  	(d)  	  	Limits
On Issuances  






	  	
The
maximum number of ATI Shares available for issuance under (i) the Plan, and (ii) the
terms of the Canadian Restricted Share Unit Plan and the U.S. Restricted Share Plan 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 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).  






	  	
In
the event there is any change in the ATI Shares through the declination 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 Plan shall be adjusted appropriately by the Board and such adjustment
shall be effective and binding for all purposes of the Plan.  






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






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






	  	  	(ii)  	  	               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;  






	  	  	(iii)  	  	               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  






	  	  	(iv)  	  	               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.  







	5.4  	   	Retirement  






	  	
If
a Participant retires from employment with the Corporation (or an Affiliate), as
determined by the Committee in its sole discretion, before all of the Restricted Share
Units credited to the Participant’s Account have vested or are forfeited pursuant to
any other provision of the Plan, such Participant shall be deemed to continue to be a
Participant for purposes of the Plan, 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 (or an Affiliate), 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, Paragraphs 5.1, 5.2, 5.3 and 5.8 apply to such Participant.
If, in the opinion of the Committee, such Participant begins to work for a competitor of
the Corporation (or an Affiliate), 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 Restricted Share Units in the Participant’s
Account effective as at the Forfeiture Date.  






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	5.5  	   	Resignation  






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







	5.6  	   	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 an Affiliate) 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 Restricted Share
Units credited to the Participant’s Account have vested or are forfeited pursuant to
any other provision of the Plan, such Participant shall be deemed to continue to be a
Participant for purposes of the Plan, but only if, and for so long as, such Participant
does not work for a competitor of the Corporation (or an Affiliate), or otherwise compete
with the Corporation (or an Affiliate), 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, Paragraphs 5.1, 5.2, 5.3 and 5.8 apply to
such Participant. If, in the opinion of the Committee, such Participant begins to work
for a competitor of the Corporation (or an Affiliate), 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 Restricted Share Units in the
Participant’s Account effective as at the Forfeiture Date.  







	5.7  	   	Termination
of Employment  






	  	
If
a Participant is terminated from the Corporation (or an Affiliate) for any reason
(including involuntary termination without cause), as determined by the Committee in its
sole discretion, before all of the Restricted Share Units credited to the Participant’s
Account have vested or are forfeited pursuant to any other provision of the Plan, such
Participant shall cease to be a Participant as of the Forfeiture Date, and the former
Participant shall forfeit all 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 Plan during any statutory or common law
severance period and any period of reasonable notice that the Corporation (or an
Affiliate) 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 such period.  






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	5.8  	   	Death  






	  	
If
a Participant dies before all of the Restricted Share Units credited to the Participant’s
Account have vested or are forfeited pursuant to any other provision of the Plan, all
unvested Restricted Share Units will vest effective on the date of death. Upon receipt of
satisfactory evidence of the Participant’s death from the authorized legal
representative of the deceased Participant, the Corporation shall, as determined by the
Committee in its sole discretion, either:  






	  	(i)  	  	              make
a lump sum payment in cash, less any Applicable Withholding Taxes, to the
               legal representative of the deceased former Participant’s estate
equal to                the number of Restricted Share Units recorded in the Former
Participant’s                Account multiplied by the Distribution Value; or  






	  	(ii)  	  	               issue
to the legal representation of the deceased former Participant’s
               estate one ATI Share from treasury as a fully paid and non-assessable ATI
Share                for each remaining Restricted Share Unit recorded in the former
               Participant’s Account.  






	  	
Upon
payment or issuance of the foregoing, the Restricted Share Units upon which such payment
or issuance was based shall be cancelled and no further payments shall be made from the
Plan to the deceased former Participant’s estate.  







	6.  	   	GENERAL  







	6.1  	   	No
Shareholder Rights  






	  	
Under
no circumstances shall Restricted Share Units be considered ATI Shares or other
securities of the Corporation or any Affiliate, nor shall they entitle any Participant to
exercise voting rights or any other rights attaching to the ownership of ATI Shares or
other securities of the Corporation or any Affiliate, nor shall any Participant be
considered the owner of ATI Shares by virtue of the award of Restricted Share Units.  







	6.2  	   	Reorganization
of the Corporation  






	  	
The
existence of any Restricted Share Units shall not affect in any way the right or power of
the Corporation, an Affiliate, or their respective shareholders to make or authorize any
adjustment, recapitalization, reorganization or other change in the capital structure of
the Corporation or an Affiliate or their business, or any amalgamation, combination,
merger or consolidation involving the Corporation (or an Affiliate) or to create or issue
any bonds, debentures, shares or other securities of the Corporation or the rights and
conditions attaching thereto or to effect the dissolution or liquidation of the
Corporation (or an Affiliate) 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.  






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	6.3  	   	General
Restrictions and Assignment  






	  	
Except
as required by law, the rights of a Participant under the Plan 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
Plan shall be binding on all successors and assigns of the Corporation and its
Affiliates.  







	6.4  	   	Market
Fluctuations  






	  	
No
amount will be paid to, or in respect of, a Participant under the Plan 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
Plan or the Restricted Share Units whatsoever. Participants are expressly advised that
the value of any Restricted Share Units in the Plan 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 Section 5.1, the amount of cash to be paid
to a Participant or the number of ATI Shares to be delivered to a Participant upon the
vesting of such Restricted Share Units may fluctuate based upon the terms of such vesting
criteria.  






	  	
In
seeking the benefits of participation in the Plan, 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.  







	6.5  	   	No
Rights to Employment  






	  	(a)  	  	               Nothing
in this Plan or in the opportunity to participate in this Plan shall
               confer upon any Participant any right to continued employment with the
               Corporation or an Affiliate, as applicable, nor shall interfere in any way
with                the right of the Corporation or an Affiliate, as applicable, to
terminate the                Participant’s employment at any time.  






	  	(b)  	  	               Nothing
in this Plan or the Participant’s opportunity to participate in                this
Plan shall be construed to provide the Participant with any rights
               whatsoever to participate or to continue participation in this Plan, or to
               compensation or damages in lieu of participation or the right to
participate in                this Plan 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 this Plan or to compensation or damages in lieu of
               participation or the right to participate in the Plan in consequence of
the                termination of his employment with the Corporation or an Affiliate, as
               applicable, for any reason (including, without limitation, any breach of
               contract by the Corporation or an Affiliate, as applicable, or in
consequence of                any other circumstances whatsoever.  






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	6.6  	   	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.  







	6.7  	   	Unfunded
and Unsecured Plan  






	  	
Unless
otherwise determined by the Board, the Plan shall be unfunded and neither the Corporation
nor any of its Affiliates will secure the Corporation’s obligations under the Plan.
To the extent any Participant or his estate holds rights by virtue of an award of
Restricted Share Units under the Plan, such rights (unless otherwise determined by the
Board) shall be no greater than the rights of an unsecured creditor of the Corporation.  







	6.8  	   	Governing
Law  






	  	
The
Plan and the issuance and granting of Restricted Share Units hereunder shall be governed
by, and construed and enforced in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.  







	6.9  	   	Currency  






	  	
Unless
otherwise determined by the Board in its sole discretion, all amounts paid or values to
be determined under the Plan shall be in U.S. dollars.  







	6.10  	   	Severability  






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






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SCHEDULE “A” 




ATI TECHNOLOGIES INC.  




ACKNOWLEDGEMENT AND
AGREEMENT  




RESTRICTED SHARE UNIT
PLAN
FOR GLOBAL 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 Global Employees (the “Plan”).
Upon vesting, these RSUs will be paid out in cash in accordance with the terms of the
Plan. 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 the cash 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 common 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;  






14 










	  	(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 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 make a cash payment 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.  




15 












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. 




16