Blueprint





 












 



DENISON MINES CORP.

 



SHARE UNIT PLAN

 



ARTICLE I


INTRODUCTION

 




1.1


Purpose of Plan





 


This
Plan provides for the granting of Share Unit Awards and payment in
respect thereof through the issuance of one Share from treasury of
the Company per Share Unit (subject to adjustments), subject to
obtaining the approval of the Stock Exchanges and the Required
Shareholder Approval, for services rendered, for the purpose of
advancing the interests of the Participants through payment of
compensation related to appreciation of the Shares.

 




1.2


Definitions





 




(a)

“Adjustment Factor” means the
factor by which the number of PSUs to be vested in the event of
Termination on Change of Control is determined to be adjusted, with
reference to the performance of the Company and the Participant
during the Performance Period, as determined by the Committee in
its sole discretion.





 




(b)

“Affiliate” means any Company that
is an affiliate of the Company as defined in National Instrument
45-106 – Prospectus and
Registration Exemptions, as may be amended from time to
time.





 




(c)

“Associate” with any person or
company, is as defined in the Securities Act (Ontario), as may be
amended from time to time.





 




(d)

“Board” means the Board of
Directors of the Company.





 




(e)

“Business Day” means any day other
than a Saturday, Sunday or statutory or civic holiday in the City
of Toronto, Ontario.





 




(f)

“Cash Equivalent” means the amount
of money expressed in Canadian dollars equal to the product of the
Market Price multiplied by the number of vested Share Units in the
Participant’s notional account, net of any applicable
withholding taxes, on the date that the Share Units are settled, as
applicable.





 




(g)

“Change of Control” means the
occurrence of any one or more of the following events:





 



(i) 

a consolidation,
merger, amalgamation, arrangement or other reorganization or
acquisition involving the Company or any of its Affiliates and
another corporation or other entity, as a result of which the
holders of Shares immediately prior to the completion of the
transaction hold less than 50% of the outstanding shares of the
successor corporation immediately after completion of the
transaction;





 



(ii) 

the sale, lease,
exchange or other disposition, in a single transaction or a series
of related transactions, of all or substantially all of the assets,
rights or properties of the Company and its Subsidiaries on a
consolidated basis to any other person or entity, other than
transactions among the Company and its Subsidiaries;





 



(iii) 

a resolution is
adopted to wind-up, dissolve or liquidate the Company;







 







 





 



(iv) 

any person, entity
or group of persons or entities acting jointly or in concert (the
“Acquiror”)
acquires, or acquires control (including, without limitation, the
power to vote or direct the voting) of, voting securities of the
Company which, when added to the voting securities owned of record
or beneficially by the Acquiror or which the Acquiror has the right
to vote or in respect of which the Acquiror has the right to direct
the voting, would entitle the Acquiror and/or Associates and/or
affiliates of the Acquiror to cast or direct the casting of 50% or
more of the votes attached to all of the Company's outstanding
voting securities which may be cast to elect directors of the
Company or the successor corporation (regardless of whether a
meeting has been called to elect directors);





 



(v) 

as a result of or
in connection with: (A) a contested election of directors; or (B) a
consolidation, merger, amalgamation, arrangement or other
reorganization or acquisition involving the Company or any of its
Affiliates and another corporation or other entity (a
“Transaction”),
fewer than 50% of the directors of the Company are persons who were
directors of the Company immediately prior to such Transaction;
or





 



(vi) 

the Board adopts a
resolution to the effect that a Change of Control as defined herein
has occurred or is imminent.





 


For the
purposes of the foregoing definition of Change of Control,
“voting
securities” means Shares and any other shares entitled
to vote for the election of directors and shall include any
security, whether or not issued by the Company, which are not
shares entitled to vote for the election of directors but are
convertible into or exchangeable for shares which are entitled to
vote for the election of directors, including any options or rights
to purchase such shares or securities.

 




(h)

“Committee” means the Board or the
Compensation Committee or, if the Board so determines in accordance
with Section 2.2 of the Plan, any other committee of directors of
the Company authorized to administer the Plan from time to
time.





 




(i)

“Company” means Denison Mines Corp.
and includes any successor corporation thereof.





 




(j)

“Compensation Arrangements” means
all security-based compensation arrangements, as such term is
defined in the TSX Company Manual, as such may be amended or
revised.





 




(k)

“Deferred Entitlement” for a
Participant means the deferral of the payment of Shares under a
Share Unit to a date after the Entitlement Date;





 




(l)

“Deferred Payment Date” for a Participant means the date
after the Entitlement Date which is the earlier of (i) the date to
which the Participant has elected to defer receipt of Shares in
accordance with Section 3.4 of this Plan; and (ii) the date of the
Participant’s Retirement, Resignation, Termination with Cause
or Termination Without Cause or Termination after Change of Control
of the Company.





 




(m)

“Eligible Person”
means any officer, director, employee
or consultant of the Company or its Affiliates or any employee of
any management company providing services to the Company or its
Affiliates, and any such person’s personal holding company,
as designated by the Board in its sole and absolute
discretion.





 




(n)

“Entitlement Date” means the date
that a Share Unit is eligible for payment on or after the Vesting
Date, as determined by the Committee in its sole discretion in
accordance with the Plan and as outlined in the Grant Letter issued
to the Participant.







 







 





 




(o)

“Grant Date” means the effective
date that a Share Unit is awarded to a Participant under this Plan,
as evidenced by the Grant Letter.





 




(p)

“Grant Letter” means the grant
letter issued to a Participant evidencing, and setting forth the
terms of, a Share Unit awarded to a Participant under this
Plan.





 




(q)

“Insider” has the meaning ascribed
to such term in the TSX Company Manual.





 




(r)

“Market Price” as at any date in
respect of the Shares shall be the closing price of the Shares on
the TSX or, if the Shares are not listed on the TSX, on the
principal stock exchange on which such Shares are traded, on the
trading day immediately prior to the relevant date. In the event
that the Shares are not then listed and posted for trading on a
stock exchange, the Market Price shall be the fair market value of
such Shares as determined by the Committee in its sole
discretion.





 




(s)

“NYSE” means NYSE American
LLC.





 




(t)

“Participant” means a PSU
Participant or a RSU Participant, as applicable.





 




(u)

“Performance Criteria” means shall
mean criteria, if any, established by the Committee which, without
limitation, may include criteria based on the financial performance
and operational performance, including significant milestones of
the Company and/or an Affiliate.





 




(v)

“Performance Period” means the
period within which Performance Criteria must be
satisfied.





 




(w)

“Plan” means this Share Unit Plan,
as may be amended from time to time.





 




(x)

“PSU” or “Performance Share Unit” means a
unit credited by means of an entry on the books of the Company to a
PSU Participant, representing the right to receive one Share
(subject to adjustments) issued from treasury.





 




(y)

“PSU Participant” means an Eligible
Person who has been designated by the Company for participation in
the Plan and to whom a Performance Share Unit has been granted or
will be granted hereunder.





 




(z)

 “Required
Shareholder Approval” means the approval of this Plan
by the shareholders of the Company, in accordance with the
requirements of the Stock Exchanges, as applicable.





 




(aa)

“Resignation” means the cessation
of employment (as an officer or employee) or service as a director
of the Participant with the Company or an Affiliate as a result of
a resignation by the Participant, other than as a result of
Retirement.





 




(bb)

“Retirement” means the Participant
ceasing to be an employee or officer of the Company or an Affiliate
as a result of a resignation by the Participant where the
Participant is at least 55 years of age; has completed 5 years of
service with Company or an Affiliate and the Participant has
indicated that the Participant intends to cease active full-time
employment from any employer.





 




(cc)

“RSU” or “Restricted Share Unit” means a
unit credited by means of an entry on the books of the Company to
an RSU Participant, representing the right to receive one Share
(subject to adjustments) issued from treasury.







 







 





 




(dd)

“RSU Participant” means an Eligible
Person who has been designated by the Company for participation in
the Plan and to whom a Restricted Share Unit has been granted or
will be granted hereunder.





 




(ee)

“Share Unit” means a Performance
Share Unit and/or a Restricted Share Unit.





 




(ff)

“Share Unit Award” means an award
of Share Units under this Plan to a Participant.





 




(gg)

“Shares” means the common shares in
the capital of the Company.





 




(hh)

“Stock Exchanges” means, as the
context requires, the TSX, NYSE or any other stock exchange on
which the Shares are listed for trading at the relevant
time.





 




(ii)

“Termination on Change of Control”
means Termination Without Cause within 6 months of a Change of
Control.





 




(jj)

“Termination With
Cause” means
the termination of employment (as an officer or employee) of the
Participant with cause by the Company or an Affiliate for any of
the following acts or omissions:





 




(I)

The willful failure
of the Participant to follow the reasonable and lawful instructions
of the Company or an Affiliate;





 




(II)

The willful failure
of the Participant to perform the reasonable duties assigned to the
Participant by the Company or an Affiliate;





 




(III)

Willful misconduct
by a Participant;





 




(IV)

A material breach
or non-observance of any of the provisions any employment contract
between the Participant and the Company or any
Affiliate;





 




(V)

Any conduct of the
Participant that tends to bring him or the Company (or an
Affiliate) into disrepute and which is not corrected within a
reasonable time after the Participant receives written notice from
the Company or an Affiliate; or





 




(VI)

Any other act or
omission constituting cause at common law.





 




(kk)

“Termination Without Cause” means
the termination of employment (as an officer or employee) of the
Participant without cause by the Company or an Affiliate and, in
the case of an officer, includes the removal of or failure to
reappoint the Participant as an officer of the Company or an
Affiliate.





 




(ll)

“TSX” means the Toronto Stock
Exchange.





 




(mm)

“United States” means the United
States of America, its territories and possessions, any State of
the United States and the District of Columbia.





 




(nn)

“U.S. Securities Act” means the
United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.





 




(oo)

“U.S. Taxpayer” means a Participant
who is a U.S. citizen, U.S. permanent resident or U.S. tax resident
or a Participant for whom a benefit under this Plan would otherwise
be subject to U.S. taxation under the U.S. Internal Revenue Code of
1986, as amended, and the rulings and regulations in effect
thereunder.







 







 





 




(pp)

“Vesting Date” means the date or
dates determined in accordance with the terms of the Grant Letter
in respect of a PSU or RSU, on and after which a particular PSU or
RSU, as applicable, can be settled, subject to amendment or
acceleration from time to time in accordance with the terms of the
Plan.





 




1.3

The headings of all
articles, sections and paragraphs in this Plan are inserted for
convenience of reference only and shall not affect the construction
or interpretation of this Plan.





 




1.4

Whenever the
singular or masculine are used in this Plan, the same shall be
construed as being the plural or feminine or neuter or vice versa
where the context so requires.





 




1.5

The words
"herein”, "hereby”, "hereunder”, "hereof”
and similar expressions mean or refer to this Plan as a whole and
not to any particular article, section, paragraph or other part
hereof.





 




1.6

Unless otherwise
specifically provided, all references to dollar amounts in this
Plan are references to lawful money of Canada.





 



ARTICLE II


ADMINISTRATION OF
THE PLAN

 




2.1


Administration





 


This
Plan shall be administered by the Committee and the Committee shall
have full authority to:

 




(a)

determine the
Eligible Persons who may participate in this Plan;





 




(b)

grant Share Unit
Awards;





 




(c)

determine the
terms, including the limitations, restrictions, vesting period,
Performance Criteria, Performance Period, Adjustment Factor,
availability for cash settlement, and conditions, if any, of such
grants; and





 




(d)

administer this
Plan, including the authority to interpret and construe any
provision of this Plan and to adopt, amend and rescind such rules
and regulations for administering this Plan as the Committee may
deem necessary in order to comply with the requirements of this
Plan.





 


All
actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and conclusive and shall
be binding on the Participants and the Company. The appropriate
officers of the Company are hereby authorized and empowered to do
all things and execute and deliver all instruments, undertakings
and applications and writings as they, in their absolute
discretion, consider necessary for the implementation of this Plan
and of the rules and regulations established for administering this
Plan.

 


No
member of the Board or any person acting pursuant to authority
delegated to it hereunder shall be personally liable for any action
taken or determination or interpretation made in good faith in
connection with this Plan and each member of the Board and each
such person shall, in addition to their rights as directors or
officers of the Company, as applicable, be fully protected,
indemnified and held harmless by the Company with respect to any
such action taken or determination or interpretation made in good
faith. All costs incurred in connection with this Plan shall be for
the account of the Company.

 


Nothing
contained herein shall prevent the Board from adopting other or
additional Compensation Arrangements or other compensation or
incentive mechanism of the Company. This Plan shall not in any way
fetter, limit, obligate, restrict or constrain the Committee with
regard to the allotment or issue of any Shares or any other
securities in the capital of the Company other than as specifically
provided in this Plan.



 







 





 


Subject
to Section 4.5, the Board may adopt such rules or regulations and
vary the terms of this Plan and any grant hereunder as it considers
necessary to address tax or other requirements of any applicable
non-Canadian jurisdiction. Without limiting the foregoing,
notwithstanding anything to the contrary in the Plan, the
provisions of Schedule “A” shall apply to Share Unit
Awards to a Participant who is a U.S. Taxpayer.

 




2.2

Delegation to
Committee





 


All of
the powers exercisable hereunder by the Board may, to the extent
permitted by applicable law and as determined by resolution of the
Board, be exercised by a committee of the Board, including the
Committee.

 




2.3


Register





 


The
Company shall maintain a register in which it shall record the name
and address of each Participant and the number of Share Units (and
their corresponding key conditions and Entitlement Date) awarded to
each Participant.

 



ARTICLE III



SHARE UNIT AWARDS

 




3.1


Share Unit Awards





 


A Share
Unit Award may be made to an Eligible Person as determined in the
sole and absolute discretion of the Committee.

 


At the
time of the grant, the Committee shall determine:

 




(a)

whether to grant a
Performance Share Unit, and if so, the Performance Criteria, the
Performance Period, the Vesting Date and the Adjustment Factor, if
any, established by the Committee;





 




(b)

whether to grant a
Restricted Share Unit, and if so, the Vesting Date;





 




(c)

whether the
Participant shall be granted the right to elect to receive from the
Company the Cash Equivalent of all or a portion of the Share Units
that are the subject of a Share Unit Award in accordance with
Section 3.3 of the Plan; and





 




(d)

any other terms,
conditions and limitations permitted by and not inconsistent with
this Plan as the Committee may determine.





 


The
Share Units awarded will be credited to the Participant’s
account, effective as of the Grant Date.

 




3.2


Settlement





 


The
Share Units will be settled as soon as practicable following the
first Business Day following the Entitlement Date or, if
applicable, the Deferred Payment Date, unless otherwise provided
under this Plan.

 


Each
Participant will be entitled to settlement by way of issuance of
Shares from treasury. Settlement in Shares will be completed by
delivery to the Participant of a share certificate or the entry of
the Participant’s name on the share register for the Shares.
Shares issued from treasury will be issued in consideration for the
past services of the Participant to the Company.

 


Alternatively,
certain Participants may be entitled, pursuant to the terms of
their Grant Letter or as otherwise may be determined by the
Committee, to elect to receive the Cash Equivalent of all or a
portion of their Shares in accordance with Section
3.3.



 







 





 


For the
avoidance of doubt, a Participant will have no right or entitlement
whatsoever to receive any Shares or, if applicable, the Cash
Equivalent until the Entitlement Date or, if applicable, the
Deferred Payment Date.

 




3.3


Cash Equivalent





 


If the
Grant Letter provides that a Participant is eligible to elect to
receive the Cash Equivalent for the Shares that are the subject of
a particular Share Unit Award, the Participant may deliver written
notice to the Company, 30 days before the Entitlement Date,
notifying the Company of its election to receive the Cash
Equivalent in respect of any or all vested Share Units held by such
Participant. Notwithstanding any election by the Participant, the
Committee may, in its sole discretion, choose to settle the Share
Units with Shares issued from treasury in the manner set forth in
Section 3.2.

 


For
purposes of determining the Cash Equivalent of a Share Unit, such
calculation will be made on the Entitlement Date based on the
Market Price, provided that if the Entitlement Date falls on a date
upon which a Participant is subject to a black-out period or
trading restriction imposed by the Company (but, for greater
certainty, not a cease trade order or other restriction imposed by
any person other than the Company), then the Cash Equivalent shall
be calculated based on the Market Price on the date that is seven
(7) days following the date the relevant black-out period or other
trading restriction imposed by the Company is lifted, terminated or
removed.

 


Settlement
in cash will be completed by delivery to the Participant of a
cheque to the Participant representing the applicable Cash
Equivalent.

 


For the
avoidance of doubt, any Participant who elects to have a Deferred
Entitlement in accordance with Section 3.4 of this Plan will not be
eligible to receive the Cash Equivalent for such
Shares.

 




3.4

Deferred Entitlement and Deferred
Payment Date





 


A
Participant may elect to defer to receive a Deferred Entitlement,
being the deferral of receipt of all or any part of their Shares
following the Entitlement Date until a Deferred Payment Date. Any
Participant who elects to have a Deferred Entitlement will not be
eligible to receive the Cash Equivalent for such Shares in
accordance with Section 3.3.

 


Participants
who elect to have a Deferred Entitlement must give the Company
written notice of such election not later than thirty (30) days
prior to the Entitlement Date. For certainty, Participants shall
not be permitted to give any such notice after the day which is
thirty (30) days prior to the Entitlement Date and a notice once
given may not be changed or revoked. A Participant who has elected
to have a Deferred Entitlement must then give the Company written
notice of the Deferred Payment Date not later than ten (10)
business days prior to the chosen Deferred Payment Date, which date
must be a Business Day.

 


In the
event of the Retirement, Resignation, Termination with Cause,
Termination Without Cause or Termination on Change of Control of
the Participant following the Entitlement Date and prior to the
Deferred Payment Date, the Participant shall be entitled to receive
and the Company shall issue forthwith the applicable Shares in
satisfaction of the Share Units then held by the Participant that
have vested in accordance with the applicable provisions of this
Plan.

 




3.5


Dividends





 


In the
event a dividend is paid in cash or Shares to shareholders of the
Company on the Shares while a Share Unit is outstanding no payment
in cash or Shares shall be made to each Participant in respect of
Share Units; however, the Committee may, in its sole discretion,
elect to credit each Participant with additional Share Units
reflective of the cash or Share dividends to such Participant. In
such case, the number of additional Share Units will be equal to
the aggregate amount of dividends that would have been paid to the
Participant if the Share Units in the Participant’s account
on the record date had been Shares divided by the Market Price of a
Share on the date on which dividends were paid by the Company. If
the foregoing shall result in a fractional Share Unit, the fraction
shall be disregarded.



 







 





 


The
additional Share Units will vest and be settled on the
Participant’s Entitlement Date or, if applicable, the
Deferred Payment Date of the particular Share Unit Award to which
the additional Share Units relate.

 




3.6

Termination on Change of
Control





 


In the
event of a Termination on Change of Control:

 




(a)

all unvested
Restricted Share Units outstanding pursuant to a Share Unit Award
shall automatically immediately vest on the date of such
Termination on Change of Control and the date of termination will
be the Entitlement Date for all such RSUs; and





 




(b)

If there are any
Performance Criteria of a Performance Share Unit that have not yet
been met, other than the passage of time, all PSUs shall vest on
the date of such Termination on Change of Control using an
Adjustment Factor as determined by the Committee, and the date of
termination will be the Entitlement Date for all such
PSUs.





 


Upon a
Change of Control, Participants shall not be treated any more
favourably than shareholders of the Company with respect to the
consideration the Participants would be entitled to receive for
their Shares.

 




3.7

Death or Disability of
Participant





 


In the
event of:

 




(a)

the death of a
Participant, any unvested Share Units held by such Participant will
automatically vest on the date of death of such Participant and the
Shares underlying all Share Units held by such Participant will be
issued to the Participant’s estate as soon as reasonably
practical thereafter; or





 




(b)

the disability of a
Participant (as may be determined in accordance with the policies,
if any, or general practices of the Company or applicable
affiliate), any unvested Share Units held by such Participant will
automatically vest on the date on which the Participant is
determined to be totally disabled and the Shares underlying the
Share Units held will be issued to the Participant as soon as
reasonably practical thereafter.





 




3.8

Retirement





 


In the
event of Retirement of a Participant, any unvested Share Units held
by such Participant will automatically vest on the date of
Retirement and the Shares underlying such Share Units will be
issued to the Participant as soon as reasonably practical
thereafter.

 




3.9

Termination Without
Cause





 




(a)

In the event of
Termination Without Cause of a Participant that has been
continuously employed by the Company or any Affiliate for at least
two (2) years prior to the date of such Termination Without Cause
inclusive of any notice period, if applicable, any unvested Share
Units held by such Participant, that are not subject to Section
3.9(b) as a result of not being subject to Performance Criteria,
will automatically vest on the date of Termination Without Cause
and the Shares underlying such Share Units will be issued to the
Participant as soon as reasonably practical
thereafter.







 







 





 




(b)

In the event of
Termination Without Cause of a Participant that has been
continuously employed by the Company or any Affiliate for at least
two (2) years prior to the date of such Termination Without Cause
inclusive of any notice period, if applicable, any unvested PSUs
with Performance Criteria that have not been satisfied held by such
Participant will vest on the date of such Termination Without Cause
using an Adjustment Factor as determined by the Committee, and the
date of termination will be the Entitlement Date for all such PSUs,
unless otherwise stipulated in the Participant’s Grant Letter
or as may otherwise be determined by the Committee in its sole and
absolute discretion.





 




(c)

In the event of
Termination Without Cause of a Participant that has been
continuously employed by the Company or any Affiliate for less than
two (2) years prior to the date of such Termination Without Cause
inclusive of any notice period, if applicable, all of the
Participant’s Share Units shall become void and the
Participant shall have no entitlement and will forfeit any rights
to any issuance of Shares under this Plan unless otherwise
stipulated in the Participant’s Grant Letter.





 




3.10

Termination With Cause or
Resignation





 


In the
event of Termination With Cause or the Resignation of a
Participant, all of the Participant’s Share Units shall
become void and the Participant shall have no entitlement and will
forfeit any rights to any issuance of Shares under this Plan,
except as may otherwise be stipulated in the Participant’s
Grant Letter or as may otherwise be determined by the Committee in
its sole and absolute discretion. Share Units that have vested but
that are subject to a Participant’s election to set a
Deferred Payment Date shall be issued forthwith following the
Termination with Cause or the Resignation of the
Participant.

 




3.11


Share Unit Grant Letter





 


Each
grant of a Share Unit under this Plan shall be evidenced by a Grant
Letter issued to the Participant by or on behalf of the Company.
Such Grant Letter shall be subject to all applicable terms and
conditions of this Plan and may include any other terms and
conditions which are not inconsistent with this Plan and which the
Committee deems appropriate for inclusion in a Grant Letter. Grant
Letters may be issued in electronic format or made available
through other electronic means and the provisions of the various
Grant Letters issued under this Plan need not be
identical.

 




3.12


Subject to Employment/Severance Agreements





 


Sections
3.6, 3.7, 3.8, 3.9, 3.10, 4.10 and 4.11 shall be subject to any
employment/severance agreement between the Participant and the
Company or its Affiliates and in the event of any conflict between
Sections 3.6, 3.7, 3.8, 3.9, 3.10, 4.10 and 4.11 hereof and any
such employment/severance agreement, the provisions of such
employment/severance agreement will prevail.

 




3.13


Participation Limits





 


The
maximum number of Shares made available for issuance from treasury
under this Plan, subject to adjustments pursuant to this Plan,
shall not exceed 15,000,000 Shares. Any Shares subject to a Share
Unit which has been cancelled or terminated in accordance with the
terms of the Plan without settlement will again be available under
the Plan.

 


This
Plan, together with all other Compensation Arrangements, shall not
result in:

 




(a)

the aggregate
number of Shares reserved for issuance to Insiders of the Company
(as a group), at any point in time, exceeding 10% of the
Company’s total issued and outstanding Shares;





 




(b)

within any one (1)
year period, the issuance to Insiders of the Company (as a group),
of an aggregate number of Shares exceeding 10% of the
Company’s total issued and outstanding Shares;







 







 





 




(c)

the aggregate
number of Shares reserved for issuance to all non-employee
directors of the Company exceeding 1% of the Company’s total
issued and outstanding Shares; or





 




(d)

the grant to any
individual non-employee director of the Company of more than
$150,000 worth of Shares annually.





 


For
greater certainty the number of Shares outstanding shall mean the
number of Shares outstanding on a non-diluted basis on the date
immediately prior to the proposed Grant Date.

 



ARTICLE IV



GENERAL

 




4.1


Effectiveness





 


This
Plan shall become effective upon Board approval, subject to the
acceptance and approval of the Plan by the Stock Exchanges and the
Required Shareholder Approval.

 


Subject
to and following the receipt of the approval of the Stock Exchanges
and the Required Shareholder Approval, the Company shall have the
power to satisfy any Share Unit obligation of the Company
(including those granted prior to and conditional on such
approvals) by the issuance of Shares from treasury at a rate of one
Share for each Share Unit, subject to adjustment. For greater
certainty, if the Required Shareholder Approval is not obtained,
such conditional grants will be void and no Shares may be issued
from treasury in respect of such Share Units.

 




4.2


Discontinuance of Plan





 


The
Committee or the Board, as the case may be, may discontinue this
Plan at any time in its sole discretion, and without shareholder
approval, provided that such discontinuance may not, without the
consent of the Participant, in any manner adversely affect the
Participant’s rights under any Share Unit granted under this
Plan. In the event this Plan is discontinued by the Committee or
the Board the balance of outstanding Share Units shall be
maintained until the earlier of the Entitlement Date for, or the
termination, resignation, retirement, death or disability of, each
Participant as provided for under this Plan.

 




4.3


Non-Transferability





 


Except
pursuant to (a) a will or by the laws of descent and distribution,
or (b) any registered retirement savings plans or registered
retirement income funds of which the Participant is and remains the
annuitant; no Share Unit and no other right or interest of a
Participant is assignable or transferable.

 


In the
event that a Participant receives Shares from the Company in
satisfaction of a grant of Share Units during a black-out period,
the Participant shall not be entitled to sell or otherwise dispose
of such Shares until such black-out period has
expired.

 


In the
event that a Participant in the United States receives Shares from
the Company in satisfaction of a grant of Share Units pursuant to
an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws, such Shares
will be “restricted securities”, as such term is
defined in Rule 144(a)(3) under the U.S. Securities Act, and may
not be offered, sold, pledged or otherwise transferred unless such
Shares are registered under the U.S. Securities Act and all
applicable state securities laws or in compliance with an exemption
or exclusion therefrom, and such Shares will bear a restrictive
legend to such effect.



 







 





 




4.4


Income Taxes





 


The
Company or its Affiliates may take such steps as are considered
necessary or appropriate for the withholding of any taxes or other
source deduction which the Company or its Affiliate is required by
any law or regulation of any governmental authority whatsoever to
withhold in connection with the grant, vesting or settlement of
Share Units pursuant to this Plan, including a sale on behalf of a
Participant of a sufficient number of Shares to fund such
withholding obligation. For greater certainty, should it be deemed
necessary or appropriate by the Company or its Affiliate, no cash
payment will be made or Shares issued until an amount sufficient to
cover the applicable withholding taxes payable on settlement of the
Share Units has been received by the Company or its Affiliate, as
the case may be, or other arrangements have been made for payment
of the withholding taxes to the satisfaction of the Company or its
Affiliate, as the case may be. Without limiting the generality of
the foregoing, the Company or its Affiliate will have the right to
deduct from payments of any kind otherwise due to a Participant any
taxes of any kind required to be withheld by the Company or its
Affiliate, as the case may be, pursuant to this Plan.

 




4.5

Amendments to the
Plan





 


Until
such time as the Company receives the Required Shareholder
Approval, the Plan may be amended, suspended or terminated at any
time by the Committee in whole or in part. No amendment of the Plan
shall, without the consent of the Participants affected by the
amendment, or unless required by applicable law, adversely affect
the rights accrued to such Participants with respect to Share Units
granted prior to the date of the amendment.

 


Following
receipt of the Required Shareholder Approval, the Committee may
from time to time in its sole discretion, and without shareholder
or Participant approval, amend, modify and change the provisions of
this Plan, and Share Unit Award and/or any Grant Letter, in
connection with (without limitation):

 




(a)

amendments of a
housekeeping nature, including, without limitation, those made to
clarify the meaning of an existing provision, correct or supplement
any provision that is inconsistent with any other provision,
correct any grammatical or typographical errors or amend the
definitions in the Plan regarding administration of the
Plan;





 




(b)

the addition or a
change to any vesting or settlement provisions of a Share
Unit;





 




(c)

changes to the
termination provisions of a Share Unit or the Plan;





 




(d)

any amendment to
the Plan respecting administration of the Plan; and





 




(e)

amendments to
reflect changes to applicable securities or tax laws or that are
otherwise necessary to comply with applicable law or the
requirements of the TSX or any other regulatory body having
authority over the Company, the Plan, the Participants or the
shareholders.





 


However, any
amendment, modification or change to the provisions of this Plan
which would:

 



(f) 

materially increase
the benefits to the holder of the Share Units who is an Insider to
the material detriment of the Company and its
shareholders;





 



(g) 

increase the
maximum number of Shares which may be issued from treasury pursuant
to Share Units granted pursuant to this Plan (other than by virtue
of adjustments pursuant to this Plan);





 



(h) 

extend the expiry
date for Share Units granted to Insiders under the
Plan;





 



(i) 

permit Share Units
to be transferred other than for normal estate settlement purposes
or to any registered retirement savings plans or registered
retirement income funds of which the participant is and remains the
annuitant;







 







 





 



(j) 

remove or exceed
the Insider participation limits set forth in (a) to (d) of Section
3.13 of this Plan;





 



(k) 

amend the
definition of “Participant” to allow for additional
categories of Participants or otherwise materially modify the
eligibility requirements for participation in this
Plan; or







 

 







(l)

modify the amending
provisions of the Plan set forth in this Section
4.5,






 


shall
only be effective on such amendment, modification or change being
approved by the shareholders of the Company. In addition, any such
amendment, modification or change of any provision of this Plan
shall be subject to the approval, if required, by any Stock
Exchange having jurisdiction over the securities of the
Company.

 




4.6


Participant Rights





 


No
holder of any Share Units shall have any rights as a shareholder of
the Company. Except as otherwise specified herein, no holder of any
Share Units shall be entitled to receive, and no adjustment is
required to be made for, any dividends, distributions or any other
rights declared for shareholders of the Company.

 




4.7


No Right to Continued Employment or Service





 


Nothing
in this Plan shall confer on any Participant the right to continue
as an employee or officer of the Company or any Affiliate, as the
case may be, or interfere with the right of the Company or
Affiliate, as applicable, to remove such officer and/or
employee.

 




4.8


Clawback





 


Notwithstanding
any other provision in the Plan, if the Participant is the CEO
and/or the CFO of the Company, the Participant’s Share Unit
Awards will be subject to clawback in accordance with the policies
and procedures of the Company as adopted and amended by the Board,
from time to time.

 




4.9


Adjustments





 


In the
event there is any change in the Shares, whether by reason of a
stock dividend, consolidation, subdivision, reclassification or
otherwise, an appropriate adjustment may be made to outstanding
Share Units by the Committee, in its sole discretion, to reflect
such changes. If the foregoing adjustment shall result in a
fractional Share, the fraction shall be disregarded. All such adjustments shall be
conclusive, final and binding for all purposes of this
Plan.

 




4.10


Effect of Take-Over Bid





 


If a
bona fide offer (the "Offer") for Shares is made to
shareholders generally (or to a class of shareholders that would
include the Participant), which Offer, if accepted in whole or in
part, would result in the offeror (the "Offeror") exercising control over the
Company within the meaning of the Securities Act (Ontario), then the Company shall,
as soon as practicable following receipt of the Offer, notify each
Participant of the full particulars of the Offer. The Board will
have the sole discretion to amend, abridge or otherwise eliminate
any vesting schedule related to each Participant’s Share
Units so that notwithstanding the other terms of this Plan, the
underlying Shares may be conditionally issued to each Participant
holding Share Units so (and only so) as to permit the Participant
to tender the Shares received in connection with the Share Units
pursuant to the Offer. If:

 




(a)

the Offer is not
complied with within the time specified therein;





 




(b)

the Participant
does not tender the Shares underlying the Share Units pursuant to
the Offer; or





 



 







 





 




(c)

all of the Shares
tendered by the Participant pursuant to the Offer are not taken up
and paid for by the Offeror,





 


then at
the discretion of the Committee or the Board, the Share Units shall
be deemed not to have been settled and the Shares or, in the case
of clause (c) above, the Shares that are not taken up and paid for,
shall be deemed not to have been issued and will be reinstated as
authorized but unissued Shares and the terms of the Share Units as
set forth in this Plan and the applicable Grant Letter shall again
apply to the Share Units.

 




4.11


Effect of Change of Control.





 


Upon
the Company entering into an agreement relating to a transaction
which, if completed, would result in a Change of Control, or
otherwise becoming aware of a pending Change of Control, the
Company shall give written notice of the proposed Change of Control
to Participants, together with a description of the effect of such
Change of Control on outstanding Share Units, not less than seven
(7) days prior to the closing of the transaction resulting in the
Change of Control.

 


Notwithstanding
anything else in this Plan or any Grant Letter, the Committee has
the right to provide for the conversion or exchange of any
outstanding Share Units into or for units, rights or other
securities in any entity participating in or resulting from a
Change of Control, provided that the value of previously granted
Share Units and the rights of Participants are not materially
adversely affected by any such changes.

 


If the
surviving, successor or acquiring entity does not assume the
outstanding Share Units or substitute similar share units for the
outstanding Units:

 




(a)

the Plan will be
terminated effective immediately prior to the Change of Control and
all Restricted Share Units will be deemed to be vested Restricted
Share Units and a specified number of outstanding Performance Share
Units will be deemed to be vested Performance Share Units and will
be redeemed as of the termination date of the Plan. The number of
Performance Share Units that are deemed to be vested Performance
Share Units will be determined in Board’s discretion using an
Adjustment Factor.





 




(b)

the Market Price of
the Share underlying a Share Unit will be determined and
crystallized using the Market Price of the Share on the date of the
Change of Control and, at such time, such Share Unit will
automatically convert into the entitlement of such Participant to
receive a cash payment, to be paid by the Company in the same
manner and timing as the underlying Share Unit would have been in
accordance with the Plan, provided however, that such cash payment
will not be paid later than December 31 of the third calendar year
following the year in which the services giving rise to the award
were rendered.





 




4.12


Unfunded Status of Plan





 


This
Plan shall be unfunded.

 




4.13


No Interest





 


No
interest or other amounts shall accrue to a Participant in respect
of any amount payable by the Company to the Participant under this
Plan or a Share Unit.

 




4.14


Compliance with Laws





 


If any
provision of this Plan or any Share Unit contravenes any law or any
order, policy, by-law or regulation of any regulatory body having
jurisdiction, then such provision shall be deemed to be amended to
the extent necessary to bring such provision into compliance
therewith. The Company shall not be obliged by any provision of the
Plan or the grant of any Share Unit hereunder to issue Shares or
deliver a Cash Equivalent in violation of such laws, rules and
regulations or any condition of such approvals.



 







 





 


No
Units shall be granted, and no Shares shall be issued hereunder,
where such grant or issuance would require registration of the Plan
or the Shares under the securities laws of any foreign jurisdiction
(other than Canada or the United States) and any purported grant of
any Unit or issuance of any Shares hereunder in violation of this
provision shall be void.

 




4.15


Governing Law





 


This
Plan shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada
applicable therein.

 




4.16


Effective Dates and Amendments





 


Approved
by the Board on March 8, 2018.

 


Approved
by the Shareholders on May 3, 2018.

 


 




 




















 

 



SCHEDULE “A”

 


DENISON
MINES CORP.


SHARE
UNIT PLAN

 


Notwithstanding
anything to the contrary in the Plan, the provisions of this
Schedule “A” shall apply to the Share Unit Awards made
to a Participant during the period that he or she is a U.S.
Taxpayer.

 



1.            


Retirement





 


Notwithstanding
Section 3.8 of the Plan, any unvested Share Units held by a
Participant that is a U.S. Taxpayer will automatically vest on the
date such Participant attains the age of 65 and the Shares
underlying such Share Units will be issued to the Participant
forthwith and in any event no later than March 15 of the following
calendar year.

 



2.            


Election of a Deferred Payment Date





 


Notwithstanding
Section 3.4 of the Plan, a Participant who is a U.S. Taxpayer shall
only be allowed to elect a Deferred Entitlement if such election is
delivered by written notice to the Company not less than twelve
(12) months before the Entitlement Date and only if such election
designates a Deferred Payment Date that is not less than five (5)
years after the original Entitlement Date. Notwithstanding the last
paragraph of Section 3.4 of the Plan, for any Participant who is a
U.S. Taxpayer, settlement of any Share Units shall not be
accelerated upon a Retirement, Resignation, Termination with Cause,
Termination Without Cause or Termination on Change of Control
unless such event also qualifies as a “separation from
service” under U.S. Treasury Regulation 1.409A-1(h) from the
Company or an Affiliate which is a “service recipient”
(as defined under U.S. Treasury Regulation 1.409A-1(h)(3)) in
relation to the Participant and shall also be subject to further
delay in settlement by six months and one day if the Participant
qualifies a “specified employee” as defined in Section
409A, except if the qualifying termination of service is on account
of the Participant’s death. The determination of whether any
U.S. Taxpayer is a “specified employee” shall be
determined by the Board in accordance with U.S. Treasury Regulation
1.409A-1(i).

 



3.            

Modification
of Plan Terms by Employment/Severance Agreements





 


Notwithstanding
Section 3.12 of the Plan, no employment or severance agreement term
shall be applied to modify Sections 3.6, 3.7, 3.8, 3.9 or 3.10 if
such application shall cause a violation of Section 409A (as
defined below).

 



4.            

Section
409A





 


Share
Unit Awards will be designed and operated in such a manner that
they are either exempt from the application of, or comply with, the
requirements of Section 409A of the U.S. Internal Revenue Code
and the U.S. Treasury Regulations and other U.S. Internal Revenue
Service guidance promulgated thereunder as in effect from time to
time (“Section
409A”) and will be construed and interpreted in
accordance with such intent. To the extent that a Share Unit Award
or payment, or the settlement or deferral thereof, is subject to
Section 409A, the Share Unit Award will be granted, paid,
settled or deferred in a manner that will meet the requirements of
Section 409A, such that the grant, payment, settlement or
deferral will not be subject to the additional tax or interest
applicable under Section 409A.

 


Each
Participant is solely responsible and liable for the satisfaction
of all taxes and penalties that may be imposed on or for the
account of such Participant in connection with this Plan (including
any taxes and penalties under Section 409A), and neither the
Company nor any Affiliate shall have any obligation to indemnify or
otherwise hold such Participant or beneficiary or the
Participant’s estate harmless from any or all such taxes or
penalties.

 



5.            

No
Modification of Other Plan Terms





 


All
provisions of the Plan shall continue to apply to a U.S. Taxpayer,
except to the extent that they have not been specifically modified
by this Schedule "A".