CounterPath Corporation - Exhibit 4.11 - Filed by newsfilecorp.com








COUNTERPATH CORPORATION 

DEFERRED SHARE UNIT PLAN 

1.        INTRODUCTION


1.1      Purpose


The CounterPath Corporation Deferred Share Unit Plan has been
established to provide non-employee directors and senior officers of CounterPath
Corporation and its subsidiaries with the opportunity to acquire deferred share
units in order to allow them to participate in the long term success of
CounterPath Corporation and to promote a greater alignment of interests between
its non-employee directors, senior officers and shareholders. 

1.2      Definitions


	 	(a) 	
      “Acknowledgement of Recipient” means a document
      substantially in the form of Schedule “A”;

	 	 	 
	 	(b) 	
      “Affiliate” has the meaning assigned by the Securities
      Act (British Columbia), as amended from time to time;

	 	 	 
	 	(c) 	
      “Applicable Withholding Taxes” has the meaning set forth
      in Section 2.3 of the Plan;

	 	 	 
	 	(d) 	
      “Associate” has the meaning assigned by the Securities
      Act (British Columbia), as amended from time to time or any instrument
      adopted pursuant to such Act;

	 	 	 
	 	(e) 	
      “Award Date” means the date on which a Deferred Share
      Unit is granted, which date may be on or, if determined by the Board at
      the time of grant, after the date that the Board resolves to grant the
      Deferred Share Unit;

	 	 	 
	 	(f) 	
      “Award Market Value” means the volume weighted average
      closing trading price of the Shares on the Exchange for the five (5)
      trading days immediately preceding the Award Date;

	 	 	 
	 	(g) 	
      “Beneficiary” means a person who, on the date of a
      Participant’s death, is the person who has been designated as the
      Participant’s beneficiary, or where no such person has been validly
      designated by the Participant, or where the person is an individual and
      does not survive the Participant, the Participant’s legal
      representative;

	 	 	 
	 	(h) 	
      “Board” means the board of directors of the
      Corporation;

	 	 	 
	 	(i) 	
      “Cause” means, but is not limited to, termination of
      employment for any of the following actions: theft, dishonesty,
      misconduct, breach of fiduciary duty, or falsification of any
  of the Corporation’s documents or records; material failure
      to abide by code of conduct or other policies; misconduct that results in
      a required accounting restatement; unauthorized use, misappropriation,
      destruction or diversion of any of tangible or intangible assets or
      corporate opportunity; any intentional act which has a material
      detrimental effect on the Corporation’s reputation or business; repeated
      failure or inability to perform any reasonable assigned duties after
      written notice, and a reasonable opportunity to cure such failure or
      inability; any material breach of failure to cooperate in a corporate
      investigation; or conviction (including any plea of guilty or nolo
      contendere) of any criminal act involving fraud, dishonesty,
      misappropriation or moral turpitude, or which impairs the person’s ability
      to perform his duties on the Corporation’s behalf or any other cause as
      that term is defined by common law applicable in British
  Columbia;









	 	(j) 	
      “Change in Control” means the occurrence of any of the
      following: (i) a “Corporate Transaction,” meaning either: the sale, lease,
      conveyance or other disposition of all or substantially all of the
      Corporation’s assets to any person, entity or group of persons acting in
      concert; or a merger, consolidation or other transaction of the
      Corporation with or into any other corporation, entity or person, other
      than a transaction in which the holders of at least 50% of the shares of
      capital stock of the Corporation outstanding immediately prior thereto
      continue to hold (either by voting securities remaining outstanding or by
      their being converted into voting securities of the surviving entity or
      its controlling entity) at least 50% of the total voting power represented
      by the voting securities of the Corporation or such surviving entity (or
      its controlling entity) outstanding immediately after such transaction; or
      (ii) any person or group of persons becoming the “beneficial owner”,
      directly or indirectly, of securities of the Corporation representing 50%
      or more of the total voting power represented by the Corporation’s then
      outstanding voting securities; or (iii) a contest for the election or
      removal of members of the Board that results in the removal from the Board
      of at least 50% of the incumbent members of the Board;

	 	 	 
	 	(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 Corporation’s Compensation
      Committee;

	 	 	 
	 	(l) 	
      “Corporate Secretary” means the corporate secretary of
      the Corporation;

	 	 	 
	 	(m) 	
      “Corporation” means CounterPath Corporation and its
      successors and assigns, and any reference in the Plan to activities by the
      Corporation means action by or under the authority of the Board or the
      Committee;

	 	 	 
	 	(n) 	
      “Deferred Share Unit” means a unit equivalent in value to
      a Share, under regulation 6801(d) of the Canadian Income Tax Act or
      successor legislation, credited by means of a bookkeeping entry in the
      books of the Corporation in accordance with Section 5 and which entitles
      the holder thereof, at the time specified in the Plan, to receive Shares
      subject to the provisions of the Plan;

	 	 	 
	 	(o) 	
      “Deferred Share Unit Agreement” means the agreement
      between the Corporation and the Participant evidencing the grant of
      Deferred Share Units;

	 	 	 
	 	(p) 	
      “Director’s Retainer” means the retainer payable to a
      Non-employee Director for service as a member of the Board during a
      calendar year and, for greater certainty, shall include, if any, Board or
      committee chairperson retainers, committee member retainers, Board
    or committee meeting fees, but shall not include special
      remuneration for ad hoc services rendered to the Board or any
    discretionary grant of Deferred Share Units;



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	 	(q) 	
      “Disability” shall have the meaning ascribed to such
      terms in the Corporation’s long-term disability plan provided that the
      Board’s determination as to whether or not a Participant has incurred a
      Disability is final and conclusive and binding on all persons;

	 	 	 
	 	(r) 	
      “Distribution” means an issuance from the treasury of the
      Corporation of a number of Shares required to settle the redemption of
      Deferred Share Units;

	 	 	 
	 	(s) 	
      “Distribution Dates” means up to two dates elected by
      Participants in a timely manner as described below, provided that in no
      event shall a Participant be permitted to elect a date which is earlier
      than the ninetieth (90) day following the Separation Date or later than
      the last business day of the calendar year following the calendar year in
      which the Separation Date occurs, and provided, further, that for any U.S.
      taxpayer who is also a “specified employee” (as determined for purposes of
      Section 409A of the U.S. Internal Revenue Code), the first Distribution
      Date shall be no earlier than six (6) months following the Separation
      Date. If no Distribution Date is elected, or if it is not elected in a
      timely manner, “Distribution Date” shall mean the first business day
      following the six-month anniversary of the Separation Date. A Distribution
      Date shall be deemed to be elected “in a timely manner” if it specifies
      the percentage of the Deferred Share Units the Participant wishes to have
      distributed to him or her under Section 5.4 of the Plan and the
      Participant complies with the following rules:





	 	(i) 	
      for Participants who are U.S. taxpayers, the election
      shall be delivered to the Corporate Secretary in the form prescribed by
      the Corporation, a copy of which is attached hereto as Schedule “B”, prior
      to December 31 by current Participants with such election to apply in
      respect of Deferred Share Units awarded the following calendar years, or
      for new Participants who are U.S. taxpayers and who are eligible for the
      first time to participate in the Plan pursuant to Section 3 or Section 4,
      within 30 days following notice of such eligibility with such election to
      apply in respect of Deferred Share Units awarded that calendar year of
      eligibility. Such elections shall be irrevocable; and

	 	 	 
	 	(ii) 	
      for Participants resident in Canada only and who are not
      U.S. taxpayers, the election specifying the first Distribution Date shall
      be delivered prior to the Separation Date to the Corporate Secretary in
      the form prescribed by the Corporation, a copy of which is attached hereto
      as Schedule “C”, and the election, if any, specifying the second
      Distribution Date shall be delivered in writing to the Corporate Secretary
      prior to the occurrence of the first Distribution
Date;




	 	(t) 	
      “Distribution Value” means the volume weighted average
      closing trading price of the Shares on the Exchange for the five (5)
      trading days immediately preceding the Distribution Date;

	 	 	 
	 	(u) 	
      “Dividend Equivalents” means a bookkeeping entry whereby
      each Deferred Share Unit is credited with the equivalent amount of the
      dividend paid on a Share in accordance with Section
5.2;



3 





	 	(v) 	
      “Dividend Market Value” means the weighted average
      trading price of the Shares on the Exchange for the five (5) trading days
      immediately following the dividend record date for the payment of any
      dividend made on the Shares;

	 	 	 
	 	(w) 	
      “Exchange” shall mean the TSX Venture Exchange, or TSX if
      applicable, or any other exchange on which the Shares of the Corporation
      trade as approved by the Board;

	 	 	 
	 	(x) 	
      “Non-employee Director” means any member of the Board who
      is not employed by the Corporation or any of its subsidiaries;

	 	 	 
	 	(y) 	
      “Participant” means a current or former Non-employee
      Director or Senior Officer who has been or is eligible to be credited with
      Deferred Share Units under the Plan;

	 	 	 
	 	(z) 	
      “Participant Information” shall have the meaning set
      forth in Section 2.4;

	 	 	 
	 	(aa) 	
      “Plan” means this CounterPath Corporation Deferred Share
      Unit Plan, as amended from time to time;

	 	 	 
	 	(bb) 	
      “Plan Limit” shall have the meaning set forth in Section
      2.5;

	 	 	 
	 	(cc) 	
      “Retirement” means the termination of employment of a
      Participant on or after age sixty- five (65) or any such other age as
      determined from time to time by the Corporation;

	 	 	 
	 	(dd) 	
      “Senior Officer” means the president of the Corporation,
      the chief executive officer of the Corporation, any officer of the
      Corporation, any executive vice-president of the Corporation, any senior
      vice-president of the Corporation and any vice-president or other employee
      of the Corporation designated by the Board as a Senior Officer for the
      purposes of this Plan;

	 	 	 
	 	(ee) 	
      “Separation Date” means the date on which a Participant
      has retired from all positions with the Corporation and its subsidiaries
      or when a Participant, except as a result of death, has ceased to hold any
      and all positions with the Corporation and its subsidiaries;

	 	 	 
	 	(ff) 	
      “Share” means a common share of the Corporation;
    and

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



1.3      Effective
Date of the Plan 

The effective date of the Plan shall be the date on which such
Plan is approved by shareholders of the Corporation. 

2.        ADMINISTRATION 

2.1      Administration
of the Plan 

The Plan shall be administered by the Board, which shall have
full authority to interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan and to make such determinations as it deems
necessary or desirable for the administration of the Plan; and all actions taken
and decisions made by the Board in this regard shall be final, conclusive and
binding on all parties concerned, including, but not limited to, the
Corporation, the Participants and their legal representatives. 

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Subject to the limitations of the Plan, the Board has the
authority, to: 

	 	(a) 	
      determine which individuals are to be granted Deferred
      Share Units and the number of Deferred Share Units to be issued to those
      Participants;

	 	 	 
	 	(b) 	
      determine the terms under which such Deferred Share Units
      are granted including, without limitation, those related to
      transferability, vesting and forfeiture;

	 	 	 
	 	(c) 	
      prescribe the form of the Plan with respect to a
      particular grant of Deferred Share Units;

	 	 	 
	 	(d) 	
      interpret the Plan and determine all questions arising
      out of the Plan and any Deferred Share Units granted pursuant to the Plan,
      which interpretations and determinations will be conclusive and binding on
      the Corporation and all other affected persons;

	 	 	 
	 	(e) 	
      to prescribe, amend and rescind rules and procedures
      relating to the Plan;

	 	 	 
	 	(f) 	
      subject to the provisions of the Plan and subject to such
      additional limitations and restrictions as the Board may impose, to
      delegate to one or more officers of the Corporation some or all of its
      authority under the Plan;

	 	 	 
	 	(g) 	
      to employ such legal counsel, independent auditors, third
      party service providers and consultants as it deems desirable for the
      administration of the Plan and to rely upon any opinion or computation
      received therefrom; and

	 	 	 
	 	(h) 	
      make any other determinations that the Board deems
      necessary or desirable for the administration of the
  Plan.



2.2     
Determination of Value if Shares Not Publicly Traded 

Should the Shares not be publicly traded on the Exchange at the
relevant time such that the Distribution Value and/or the Award Market Value
and/or the Dividend Market Value cannot be determined in accordance with the
formulae set out in the definitions of those terms, such values shall be
determined by the Committee acting in good faith, which may include the use of
an independent valuation. 

2.3      Taxes
and Other Source Deductions 

	 	(a) 	
      The Corporation shall not be liable for any tax matters,
      issues or related tax problems, and for any tax imposed on any Participant
      or any Beneficiary as a result of the crediting, holding or redemption of
      Deferred Share Units, amounts paid or credited to such Participant (or
      Beneficiary), including the credit conversion of dividends to Deferred
      Share Units, or securities issued to such Participant (or Beneficiary)
      under this Plan;

	 	 	 
	 	(b) 	
      It is the responsibility of the Participant (or
      Beneficiary) to complete and file any tax returns which may be required
      under any applicable tax laws within the period prescribed by such laws;
      and

	 	 	 
	 	(c) 	
      The Participant (or Beneficiary) shall pay to the
      Corporation by wire transfer, certified or cashier's check, promptly upon
      distribution of Shares or, if later, the date that the amount of such
      obligations becomes determinable, all applicable federal, state, local and
      foreign withholding taxes (the “Applicable Withholding Taxes”) that the
      Corporation, in its discretion, determines to result upon Shares
      distributed upon redemption of Deferred Share Units. Upon approval of the
Corporation, a Participant (or Beneficiary) may satisfy such obligation by
complying with one or more of the following alternatives selected by the
Corporation: 



5 




	 	(i) 	
      by delivering to the Corporation Shares previously held
      by such Participant (or Beneficiary) or by the Corporation withholding
      Shares otherwise deliverable pursuant to the redemption of Deferred Share
      Units, which Shares received or withheld shall have a fair market value at
      such date (as determined by the Board) equal to any withholding tax
      obligations arising as a result of such redemption of Deferred Share
      Units; or

	 	 	 
	 	(ii) 	
      by complying with any other payment mechanism approved by
      the Corporation from time to time.




	2.4 	
      Information

	 	 	 
		(a) 	
      Each Participant shall provide the Corporation and the
      Committee with all the information including, where required, all
      “personal information” as defined in the Personal Information Protection and Electronic
      Documents Act (Canada), or any applicable provincial privacy
      legislation, they require to administer or operate the plan or to permit
      the participant to participate in the Plan (collectively, the “Participant
  Information”);

	 	 	 
		(b) 	
      The Corporation and the Committee may from time to time
      transfer or provide access to Participant Information to a third party
      service provider for purposes of the administration of the Plan provided
      that such service providers will be provided with such information for the
      sole purpose of providing services to the Corporation in connection with
      the operation or administration of the Plan and provided further that such
      service providers agree to take appropriate measures to protect the
      Participant Information and not to use it for any purpose except to
      administer or operate the Plan. By participating in the Plan, each
      Participant acknowledges that Participant Information may be so provided
      and agrees to its provision on the terms set forth herein, including where
      applicable, to the transfer of the Participant Information to such third
      service providers;

	 	 	 
		(c) 	
      In addition, Participant Information may be disclosed or
      transferred to another party during the course of, or completion of, a
      change in ownership of, the grant of a security interest in, all or part
      of the Corporation or its affiliates including through an asset or share
      sale, or some other form of business combination, merger or joint venture,
      provided that such party is bound by appropriate agreements or obligations
      and required to use or disclose the Participant Information in a manner
      consistent with this Section 2.4; and

	 	 	 
		(d) 	
      Except as contemplated in this Section 2.4, the
      Corporation and the Committee shall not disclose the Participant
      Information except in response to regulatory filing requirements or other
      requirements for the information by a government authority, regulatory
      body, or a self-regulatory body in which the Corporation participates in
      order to comply with applicable laws (including, without limitation, the
      rules, regulations and policies of the Exchange) or for the purpose of
      complying with a subpoena, warrant or other order by a court, person or
      body having jurisdiction over the Corporation and/or such persons to
      compel production of the Participant Information.



6 





	2.5 	
      Shares Reserved for Issuance

	 	 	 
		(a) 	
      The maximum number of Shares that are issuable under the
      Plan is 3,000,000 (the “Plan Limit”), subject to adjustment under Section
      5.7.

	 	 	 
		(b) 	
      The maximum number of Shares that may be reserved for
      issuance to any one Eligible Participant pursuant to Deferred Share Units
      granted under the Plan and any Share Compensation Arrangement is 5% of the
      number of Shares of the Corporation outstanding at the time of
      reservation.

	 	 	 
		(c) 	
      For purposes of determining the number of Shares that
      remain available for issuance under the Plan, the number of Shares
      underlying any grants of Deferred Share Units that are surrendered,
      forfeited, waived and/or cancelled shall be added back to the Plan Limit
      and again be available for future grant.



2.6     
Non-Exclusivity 

Nothing contained in this Plan will prevent the Board from
adopting other or additional equity compensation arrangements, subject to
obtaining the prior approval of the Exchange or any other required regulatory or
shareholder approvals. 

2.7     
Amendment of Plan and Deferred Share Units 

The Board may amend, suspend or terminate the Plan at any time,
provided that no such amendment, suspension or termination may be made without
obtaining any required regulatory approval, including the Exchange, or, if
requested by such regulatory authority, any shareholder approval. 

Furthermore, no such amendment, suspension or termination may:


	 	(a) 	
      without shareholder approval, increase the maximum number
      of Shares that may be issued pursuant to Deferred Share Units granted
      under the Plan; or

	 	 	 
	 	(b) 	
      amend, alter or impair in any manner any Deferred Share
      Units previously granted to a Participant, without the express written
      consent of said Participant, irrespective of any action taken by the Board
      pursuant to Section 2.7.



2.8      Compliance
with Laws and Stock Exchange Rules 

The Plan, the grant of Deferred Share Units under the Plan and
the Corporation’s obligation to issue Shares will be subject to all applicable
federal, provincial and foreign laws, rules and regulations under the rules of
any stock exchange on which the Shares are listed for trading. Any Shares issued
to Participants pursuant to the vesting of Deferred Share Units may be subject
to limitation on sale or resale under applicable securities laws. 

7 




3.        PAYMENT OF NON-EMPLOYEE DIRECTOR’S RETAINER 

The Board shall determine each year the manner in which the
Corporation shall pay and/or issue, as the case may be, the Director’s Retainer
(i.e., in cash, vested Deferred Share Units or a combination thereof) to such
Non-employee Director for services as a member of the Board for the current
fiscal year. 

4.        GRANTING AND VESTING OF DEFERRED SHARE UNITS 

Subject to such other terms and conditions as the as the Board
or Committee may prescribe, the Committee may recommend and the Board may, from
time to time, approve a grant of Deferred Share Units to a Participant, each of
which represents the right of the Participant to receive one Share, subject to
the following terms and conditions and shall contain such additional terms and
conditions as the Board shall deem appropriate, not inconsistent with the terms
of the Plan and applicable laws, regulations and rule. 

Subject to the right of the Board to determine that a Deferred
Share Unit may vest on dates different than the dates below or any other vesting
requirements (to be set forth in the Deferred Share Unit Agreement), a Deferred
Share Unit granted to a Participant other than a Director will vest as follows:


	 	(i) 	
      on the first anniversary of the Award Date as to
      one-third (1/3) of the number of Deferred Share Units granted;

	 	 	 
	 	(ii) 	
      on the second anniversary of the Award Date as to
      one-third (1/3) of the number of Deferred Share Units granted;
  and

	 	 	 
	 	(iii) 	
      on the third anniversary of the Award Date as to
      one-third (1/3) of the number of Deferred Share Units
  granted.



Subject to the right of the Board to determine that a Deferred
Share Unit may vest on different dates or any other vesting requirements (to be
set forth in the Deferred Share Unit Agreement), a Deferred Share Unit granted
to a Participant who is a Director shall vest immediately on the Award Date.


5.        DEFERRED SHARE UNITS 

5.1      Number
of Deferred Share Units 

All Deferred Share Units received by a Participant shall be
credited to an account maintained for the Participant on the books of the
Corporation as of the Award Date, except where Deferred Share Units have been
granted pursuant to Section 4, in which case such Deferred Share Units shall be
credited to the Participant’s account according to a vesting Schedule “A”
recommended by the Committee and approved by the Board at its discretion.
Schedule “A” will be kept in the books of the Corporation for each award. Unless
otherwise determined by the Board, such Deferred Share Units shall cease to vest
on the Separation Date and any Deferred Share Units which have not vested on the
Separation Date shall be cancelled. Notwithstanding the foregoing, unless
otherwise determined by the Committee or the Board at the Award Date, any
Deferred Share Units outstanding immediately prior to the occurrence of a Change
in Control, but which are not then vested, shall become fully vested upon the
occurrence of a Change in Control. Notwithstanding Section 2.2, in the event
that the Change in Control will result in the Shares no longer being publicly
traded on the Exchange, prior to the occurrence of the Change in Control the
Committee or the Board, acting in good faith, shall determine the formulae that
shall be used to determine any Distribution Value and/or the Award Market Value and/or the
Dividend Market Value after the occurrence of the Change in Control. 

8 




The number of Deferred Share Units (including fractional
Deferred Share Units) to be credited as of the Award Date in respect of the
Director’s Retainer shall be determined by dividing (a) the amount of the
Director’s Retainer to be paid in Deferred Share Units by (b) the Award Market
Value, with fractions computed to three decimal places. The number of Deferred
Share Units (including fractional Deferred Share Units) to be credited as of the
Award Date in respect of a grant under Section 4 shall be the number of Deferred
Share Units as determined by the Board as of the Award Date. 

The award of Deferred Share Units to a Participant shall be
evidenced by a letter to the Participant from the Corporation in the form
attached as Schedule “A”. 

5.2      Credits
for Dividends 

A Participant’s account shall be credited with Dividend
Equivalents in the form of additional Deferred Share Units (which shall vest in
accordance with the vesting schedules of the Deferred Share Units that are
subject to such Dividend Equivalent) on each dividend payment date in respect of
which normal cash dividends are paid on the Shares. Such Dividend Equivalents
shall be computed by dividing: (a) the amount obtained by multiplying the amount
of the dividend declared and paid per Share by the number of Deferred Share
Units recorded in the Participant’s account on the record date for the payment
of such dividend, by (b) the Dividend Market Value, with fractions computed to
three decimal places. 

5.3     
Reporting of Deferred Share Units 

Statements of the Deferred Share Unit accounts will be provided
to the Participants on an annual basis. 

5.4     
Distribution of Deferred Share Units 

	 	(a) 	
      Subject to Section 5.4(b), a Participant shall receive,
      on the applicable Distribution Date, Shares equal to the number of
      Deferred Share Units recorded in the Participant’s account on the
      Distribution Date, provided that the Participant has delivered to the
      Corporation cash, or such other acceptable means to the Corporation as
      outlined in Section 2.3(c), to pay any Applicable Withholding Taxes. Upon
      payment in full of the value of the Deferred Share Units, the Deferred
      Share Units shall be cancelled and no further payments shall be made to
      the Participant under the Plan.

	 	 	 
	 	(b) 	
      Where a Participant resident in Canada only has elected
      to receive a portion of the Deferred Share Units on two Distribution Dates
      in accordance with Section 1.2(s), that Participant shall receive (i) on
      the first Distribution Date Shares equal to the number of Deferred Share
      Units recorded in the Participant’s account on such date which the
      Participant has elected to have distributed, provided that the Participant
      has delivered to the Corporation cash, or such other acceptable means to
      the Corporation as outlined in Section 2.3(c), to pay any Applicable
      Withholding Taxes, and (ii) on the second Distribution Date the
      Participant shall receive Shares equal to the number of Deferred Share
      Units remaining in the Participant’s account on such date, provided that
      the Participant has delivered to the Corporation cash, or such other
      acceptable means to the Corporation as outlined in Section 2.3(c), to pay
      any Applicable Withholding Taxes. Upon payment in full of the value of the
      Deferred Share Units, the Deferred Share Units shall be cancelled and no
      further payments shall be made to the Participant under the Plan. Where a
      Participant who is a U.S. taxpayer has elected to receive a portion of
      the Deferred Share Units on either one or
two Distribution Dates for each year Deferred Share Units were issued to such
Participant in accordance with Section 1.2(s), that Participant shall receive
(i) on each first Distribution Date a Shares equal to the number of Deferred
Share Units recorded in the Participant’s account on such date which the
Participant has elected to have distributed, provided that the Participant has
delivered to the Corporation cash, or such other acceptable means to the
Corporation as outlined in Section 2.3(c), to pay any Applicable Withholding
Taxes, and (ii) on each second Distribution Date the Participant shall receive
Shares equal to the number of Deferred Share Units remaining in the
Participant’s account on such date provided that the Participant has delivered
to the Corporation cash, or such other acceptable means to the Corporation as
outlined in Section 2.3(c), to pay any Applicable Withholding Taxes. For greater
certainty, on the last elected second Distribution Date, the Participant shall
also receive Shares equal to the number of Deferred Share Units remaining in the
Participant’s account on such date, provided that the Participant has delivered
to the Corporation cash, or such other acceptable means to the Corporation as
outlined in Section 2.3(c), to pay any Applicable Withholding Taxes. Upon
payment in full of the value of the Deferred Share Units, the Deferred Share
Units shall be cancelled and no further payment shall be made to the Participant
under the Plan. 



9 




5.5      Termination
of Employment 

Unless otherwise determined by the Board, in its sole
discretion, or specified in the applicable Deferred Share Unit Agreement: 

	 	(a) 	
      Upon the voluntary resignation or the termination for
      Cause of a Participant, all of the Participant’s Deferred Share Units
      which remain unvested in the Participant’s Account shall be forfeited
      without any entitlement to such Participant. A terminated employee shall
      not be entitled to any new grants after receiving notice of termination,
      whether such notice is working notice or pay in lieu thereof.

	 	 	 
	 	(b) 	
      Upon the termination without Cause, the Disability, or
      the Retirement of a Participant, the Participant or the Participant’s
      Beneficiary, as the case may be, shall have a number of Deferred Share
      Units become vested (in addition to those already vested) in a linear
      manner equal to the sum for each grant of Deferred Share Units of the
      original number of Deferred Share Units granted multiplied by the number
      of completed months of employment since the Award Date divided by the
      number of months required to achieve the full vesting of such grant of
      Deferred Share Units reduced by the actual number of Deferred Share Units
      that have previously become vested in accordance with Section 4. Such
      vested Deferred Share Units shall be settled in accordance with Section
      5.4. Termination without Cause may occur during a Change of Control
      period, if any of the following conditions occurs without the Senior
      Officer’s informed written consent, which condition remains in effect ten
      business days after the Senior Officer’s written notice to the Corporation
      of such condition: a material adverse change in the Senior Officer’s
      title, duties or responsibilities; a decrease in the Senior Officer’s base
      salary rate or target bonus amount; a relocation of the Senior Officer’s
      work place that increases the Senior Officer’s regular commute by more
      than 50 miles one-way; or a material breach by the Corporation or its
      successor of the Plan providing for Change in Control benefits following
      the consummation of a Change in Control.



10 




5.6      Death
of Participant to Distribution 

Upon the death of a Participant prior to the distribution of
the Deferred Share Units credited to the account of such Participant under the
Plan, a Distribution shall be made to the estate of such Participant on or about
the thirtieth (30th) day after the Corporation is notified of the death of the
Participant. Such Distribution shall be equivalent to the amount which would
have been paid or issued to the Participant pursuant to and subject to Section
5.4, calculated on the basis that the day on which the Participant dies is the
Distribution Date. Upon payment or issuance in full of the value of all of the
Deferred Share Units that become payable or issuable under this Section 5.6, the
Deferred Share Units shall be cancelled and no further payments or issuances
will be made from the Plan in relation to the Participant. 

5.7     
Adjustments 

In the event of any change in the outstanding Shares by reason
of (a) a stock split, spin-off, share dividend or share combination, or (b)
reclassification, recapitalization, merger or similar event that results in a
holder thereof being entitled to a different class or type of security or other
property, the Committee may, subject to applicable law, adjust appropriately the
account of each Participant and the Deferred Share Units outstanding under the
Plan shall be adjusted in such manner, if any, as the Committee may in its
discretion deem appropriate to preserve proportionally the interests of
Participants under the Plan. 

6.        GENERAL 

6.1      Amendment,
Suspension, or Termination of Plan 

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, any such amendment, suspension, or termination shall not adversely
affect the Deferred Share Units previously granted to a Participant at the time
of such amendment, suspension or termination, without the consent of the
affected Participant. 

If the Board terminates the Plan, no new Deferred Share Units
(other than Deferred Share Units referred to in Section 5.2 and Deferred Share
Units that have been granted but vest subsequently pursuant to Section 5.1) will
be credited to the account of a Participant, but previously credited (and
subsequently vesting) Deferred Share Units shall be paid out in accordance with
the terms and conditions of the Plan existing at the time of termination. The
Plan will finally cease to operate for all purposes when the last remaining
Participant receives payment of all Deferred Share Units recorded in the
Participant’s account. 

6.2      Compliance
with Laws 

	 	(a) 	
      The administration of the Plan shall be subject to and
      made in conformity with all applicable laws and any applicable regulations
      of a duly constituted authority. Should the Committee recommend and the
      Board, in its sole discretion, determine that it is not feasible or
      desirable to honor an election in favor of Deferred Share Units due to
      such laws or regulations, its obligation shall be satisfied by means of an
      equivalent cash payment (equivalence being determined on a before-tax
      basis) less any Applicable Withholding Taxes.

	 	 	 
	 	(b) 	
      In the event that the Committee recommends and the Board,
      after consultation with the Corporation’s Chief Financial Officer and
      external accountants, determines that it is not feasible or desirable to
      honor an election in favor of Deferred Share Units or to honor any other
      provision of the Plan (other than the Distribution Date) under generally
      accepted accounting principles as applied to the Plan and the accounts
      established under the Plan for each Participant, the Committee
shall recommend and the Board shall make such changes to the Plan as the Board
reasonably determines, after consultation with the Corporation’s Chief Financial
Officer and external accountants, are required in order to avoid adverse
accounting consequences to the Corporation with respect to the Plan and the
accounts established under the Plan for each Participant, and the Corporation’s
obligations under the Plan shall be satisfied by such other reasonable means as
the Committee shall in its good faith determine.



11 




6.3      Reorganization
of the Corporation 

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

6.4      General
Restrictions and Assignment 

Except as required by law, the rights of a Participant under
the Plan are not capable of being 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. Rights and obligations under the Plan may be assigned by the
Corporation to a successor in the business of the Corporation. 

6.5      No
Right to Service 

Neither participation in the Plan nor any action taken under
the Plan shall give or be deemed to give any Participant a right to continued
appointment as a member of the Board or as a Senior Officer or continued
employment with the Corporation and shall not interfere with any right of the
shareholders of the Corporation to remove any Participant as a member of the
Board or any right of the Corporation to terminate a Senior Officer’s office or
employment with the Corporation at any time. 

6.6      No
Shareholder Rights 

Under no circumstances shall Deferred Share Units be considered
Shares nor shall they entitle any Participant to exercise voting rights or any
other rights attaching to the ownership of Shares, nor shall any Participant be
considered the owner of the Shares by virtue of the award of Deferred Share
Units, until and unless Shares have been issued or transferred to the
Participant upon redemption of his or her Deferred Share Units. 

6.7      Units
Non-Transferable

Deferred Share Units are non-transferable (except to a
Participant’s estate as provided in Section 5.5) and certificates representing
Deferred Share Units will not be issued by the Corporation.

12 




6.8     
Unfunded and Unsecured Plan 

Unless otherwise determined by the Board, the Plan shall be
unfunded and the Corporation will not secure its obligations under the Plan. To
the extent any Participant or his or her estate holds any rights by virtue of a
grant of Deferred 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. 

6.9      No
Other Benefit 

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 a Share,
nor will any other form of benefit be conferred upon, or in respect of, a
Participant for such purpose. 

6.10    Governing Law 

The Plan shall be governed by, and interpreted in accordance
with, the laws of the Province of British Columbia and the laws of Canada
applicable therein, without regard to principles of conflict of laws. 

6.11    Interpretation 

In this text, words importing the singular meaning shall
include the plural and vice versa, and words importing the masculine shall
include the feminine gender. 

6.12    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. 

APPROVED by the Board of CounterPath Corporation on July 23,
2009, as amended effective September 27, 2012, as further amended July 29, 2014.


 

	 	(signed) “Donovan Jones” 
	 	Donovan Jones 
	 	President, Chief Executive Officer and 
	 	Director 


13 




SCHEDULE “A”

 

Personal & Confidential

[Date] 

[Name of Non-employee Director/Senior Officer] 

Dear [Name]: 

Pursuant to this election, we are pleased to advise you that
[number] DSUs have been awarded to you at the discretion of the Board of
Directors of CounterPath Corporation pursuant to the CounterPath Corporation
Deferred Share Unit Plan (the “Plan”) and will be credited to your account in
accordance with the following vesting schedule:


	Award Date 	Vesting Date 	Number of DSUs 	Award Market Value 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



In accordance with the terms of the Plan, all DSUs credited to
your account will be paid out at the time and in the manner specified in the
Plan.

Please complete the attached Acknowledgement of Recipient and
return to my attention. 

If you have any questions on the above, or would like more
details, please do not hesitate to contact me. 

Yours truly,

 

David Karp 
Corporate Secretary 
Tel: (604)
628-9364
Email: dkarp@counterpath.com 





ACKNOWLEDGEMENT OF RECIPIENT 

I, (print
name)__________________________________________________________, acknowledge
that: 

	1. 	
      I have received and reviewed a copy of the CounterPath
      Corporation Deferred Share Unit Plan (the “Plan”) and agree to be bound by
      it.

	 	 	 
	2. 	
      The value of a Deferred Share Unit is based on the
      trading price of a Share and is thus not guaranteed. The eventual value of
      a Deferred Share Unit on the applicable payment date may be higher or
      lower than the value of the Deferred Share Unit at the time it was
      allocated to my account in the Plan.

	 	 	 
	3. 	
      I will be liable for income and/or withholding taxes when
      Deferred Share Units (including Dividend Equivalents converted to Deferred
      Share Units) are paid in cash on a Distribution Date, in accordance with
      the terms of the Plan. Payments from the Plan shall be net of applicable
      source deductions. I understand that the Corporation is making no
      representation to me regarding taxes applicable to me under this Plan and
      I will confirm the tax treatment with my own tax advisor.

	 	 	 
	4. 	
      No funds will be set aside to guarantee the payment of
      Deferred Share Units. Future payments from the Plan are an unfunded
      liability recorded on the books of the Corporation. Any rights under the
      Plan by virtue of a grant of Deferred Share Units shall be no greater than
      the rights of an unsecured creditor.

	 	 	 
	5. 	
      I understand that:

	 	 	 
		(a) 	
      all capitalized terms shall have the meanings attributed
      to them under the Plan;

	 	 	 
		(b) 	
      all payments will be net of any Applicable Withholding
      Taxes; and

	 	 	 
		(c) 	
      if I am a Non-employee Director and I resign or am
      removed from the Board or if I am a Senior Officer and I cease to be
      employed by the Corporation, unless otherwise determined by the Board, I
      will forfeit any Deferred Share Units which have not yet vested on such
      date, as set out in detail in the Plan.



 

	 	 
	 	Signature 
	 	 
	 	 
	 	Name 
	 	 
	 	 
	 	Date 






SCHEDULE “B” 
U.S. TAXPAYER FORM OF ELECTION



FOR TIMING AND AMOUNT OF PAYMENT 

THIS ELECTION FORM MUST BE RETURNED TO THE CORPORATE SECRETARY
OF THE CORPORATION (AT THE FOLLOWING FAX NUMBER: (604) 320-3399 BY 5:00 P.M.
(PACIFIC TIME)) BEFORE DECEMBER 31, 20 . [FOR NEW PARTICIPANTS: WITHIN
30 DAYS OF ELIGIBILITY TO PARTICIPATE]

I am currently a U.S. taxpayer due to my U.S. citizenship or
tax residency.
I hereby irrevocably elect the following Distribution Date(s)
and amounts:



	
      First Distribution Date: 
________days (minimum of 90 days
      (unless I am a “specified employee” in which case a minimum of 185 days))
      following my Separation Date. 

       
	Percentage of Deferred Share Units to
      Distribute to me on the First Distribution Date: ________% (must be in
      increments of 5%) Will be rounded up to the nearest unit. 
	
      Second Distribution Date (optional): 
________days (minimum
      of 90 days (unless I am a “specified employee” in which case a minimum of
      185 days)) following my Separation Date. 

       
	Remainder of Deferred Share Units will be
      delivered to me on the Second Distribution Date.




Please note that regardless of the elections above, if
either Distribution Date falls on or after December 31 of the calendar year
following the year during which the Participant’s Separation Date occurs, then
the all amounts credited to a Participant’s account shall be automatically
distributed on the business day that immediately precedes such December 31.

______________________________ 
Participant Signature

______________________________ 
Date




SCHEDULE “C” 
NON-U.S. TAXPAYER: FORM OF ELECTION



FOR TIMING AND AMOUNT OF PAYMENT 

THIS ELECTION FORM MUST BE RETURNED TO THE CORPORATE SECRETARY
OF THE CORPORATION (AT THE FOLLOWING FAX NUMBER: (604) 320-3399 BY 5:00 P.M.
(PACIFIC TIME)) PRIOR TO THE SEPARATION DATE, WITH RESPECT TO THE FIRST
DISTRIBUTION DATE AND PRIOR TO THE FIRST DISTRIBUTION DATE, WITH RESPECT TO
THE SECOND DISTRIBUTION DATE.

I hereby irrevocably elect the following Distribution Date(s)
and Amounts.


	First Distribution Date: 

________ days
      (minimum of 90 days) following my Separation Date. 	Percentage of Deferred Share Units to
      Distribute to me on the First Distribution Date: 

      

      

      ________ %
      (must be in increments of 5%) 

      Will be rounded up to the nearest unit.
    

       

	
      Second Distribution Date (optional): 

      ________ days (minimum of 90 days) following my Separation Date.

       
	Remainder of Deferred Share Units will be
      delivered to me on the Second Distribution Date.





Please note that regardless of the elections above, if
either Distribution Date falls on or after December 31 of the calendar year
following the year during which the Participant’s Separation Date occurs, then
the all amounts credited to a Participant’s account shall be automatically
distributed on the business day that immediately precedes such December 31.

______________________________ 
Participant Signature

______________________________ 
Date