Exhibit
10.3


STORM CAT ENERGY CORPORATION

(the “Company”)


RESTRICTED SHARE UNIT PLAN


Dated for reference June
27, 2006


1.                                      purpose
and interpretation


1.1                               Purpose


The purpose of this Plan is to enhance the Company’s
ability to attract and retain individuals with experience and ability to serve
as directors, officers, employees and consultants of the Company.  This Plan is intended to promote the
alignment of interests between the Company’s shareholders and such individuals
by allowing them to participate in the success of the Company.


1.2                               Definitions


For the purposes of the Plan, unless there is
something in the subject matter or context inconsistent therewith the following
terms shall have the following meanings:


(a)                                  “Account” means the account set up on behalf
of each Participant in accordance with Section 4.8;


(b)                                 “Applicable Law” means all federal,
provincial and foreign laws and any regulations, instruments or orders enacted
thereunder, and the rules, regulations and policies of the Stock Exchanges
applicable to the Company and the Participants in respect of the operation and
administration of the Plan;


(c)                                  “Board” means the Board of Directors of the
Company, as constituted from time to time;


(d)                                 “Change in Control” shall have the meaning
as defined in Schedule A;


(e)                                  “Company” means Storm Cat Energy Corporation
and includes, unless the context otherwise requires, all of its Subsidiaries
and successors according to law;


(f)                                    “Consultant” means an individual (including
an individual whose services are contracted through a personal holding Company)
engaged to provide ongoing management or consulting services for the Company;


(g)                                 “Eligible Person” means, at the Grant Date,
any director, officer, employee or Consultant of the Company;











 


(h)                                 “Fair Market Value” means, with respect to
each vested RSU on the Vesting Date, the closing price per Share on the Vesting
Date on the TSX Venture Exchange or the Toronto Stock Exchange (depending on
which Stock Exchange the Shares are listed for trading on such date) or, if there
is no closing price on the Vesting Date, the last preceding closing price per
Share on such Stock Exchange;


(i)                                     “Grant Date” means the date of grant of an
RSU by the Board or such other date as may be specified by the Board at the
time of the authorization of the grant;


(j)                                     “Insider” shall have the meaning ascribed to
that term under the Securities Act and applicable Stock Exchange policies;


(k)                                  “Participant” means an Eligible Person to
whom or which RSUs have been granted;


(l)                                     “Plan” means this Restricted Share Unit Plan
of the Company, as may be amended;


(m)                               “Plan Limit” means the maximum number of
Shares that are issuable under the Plan in accordance with Section 4.2;


(n)                                 “Regulatory Approval” means the approval of
any Stock Exchange or any other regulatory authority or governmental agency having
lawful jurisdiction over the Plan and any RSUs granted hereunder.


(o)                                 “Restricted Share Unit” or “RSU” means a unit credited by means of a
bookkeeping entry on the books of the Company to a Participant’s Account in
accordance with the terms and conditions of the Plan;


(p)                                 “RSU Agreement” means an agreement,
substantially in the form of the agreement set out in Schedule B, between the
Company and a Participant setting out the terms of the RSUs granted to the Participant;


(q)                                 “Securities Act” means the Securities Act (British Columbia), R.S.B.C. 1996 c. 418, as
amended from time to time;


(r)                                    “Shares” means the common shares in the
capital of the Company;


(s)                                  “Share Compensation Arrangement” means any
share option plan, employee stock purchase plan or any other compensation or
incentive mechanism involving the issuance or potential issuance of Shares,
including a share purchase from treasury which is financially assisted by the
Company by way of a loan, guarantee or otherwise;


(t)                                    “Stock Exchanges” means any stock exchanges
or markets on which the Shares are listed for trading at the relevant time; and



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(u)                                 “Subsidiary” means any corporation that is a
subsidiary of the Company as defined in the Securities Act; and


(v)                                 “Vesting Date” means the date the RSUs of a
Participant vest in accordance with Section 4.2 and relevant RSU Agreement.


1.3                               Use of Gender and Number


Words importing the singular number only shall include
the plural and vice versa and words importing the masculine shall include the
feminine.


1.4                               Governing Law


The Plan and all matters to which reference is made
herein shall be governed by and interpreted in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.


2.                                      ESTABLISHMENT
OF THE PLAN


2.1                               Effective Date


There is hereby established a Restricted Share Unit
Plan effective as of June 27, 2006.


2.2                               Eligibility


RSUs may be granted hereunder to Eligible Persons from
time to time by the Board, subject to the limitations set forth in herein.


2.3                               Compliance with
Applicable Law


The Plan, the grant of RSUs under the Plan, and the
Company’s obligation to issue Shares following the vesting of RSUs, will be
subject to Applicable Law.  Shares issued
to Participants pursuant to the vesting of RSUs may be subject to limitation on
sale or resale under Applicable Law.


Any inconsistencies between the Plan and Applicable
Law, whether due to inadvertence or to changes in such Applicable Law, will be
resolved in favour of the latter.


3.                                      ADMINISTRATION


3.1                               Use of Committees


The Board may delegate all or such portion of its
powers under this Plan as it may determine to a duly appointed committee of the
Board or a senior officer of the Company, either indefinitely or for such period
of time as it may specify, and thereafter such committee or senior officer may
exercise the powers and discharge the duties of the Board in respect of the
Plan so delegated to the same extent as the Board is hereby authorised so to do.  If such a committee or senior officer is
appointed for this purpose, all references herein to the Board will be deemed
to be references to such committee or senior officer.  Notwithstanding the foregoing, the Board will




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not be permitted to delegate its powers hereunder to
an executive officer to the extent that such powers relate to the participation
in this Plan by senior officers and directors of the Company.


3.2                               Authority of the Board


The Board shall be responsible for the general
administration of the Plan and the proper execution of its provisions, the
interpretation of the Plan and the determination of all questions arising
hereunder.  Subject to the limitations of
the Plan, without limiting the generality of the foregoing, the Board has the
power and authority to:


(a)                                  Determine
which Eligible Persons are to be granted RSUs and the number of RSUs to be
issued to those Eligible Persons;


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


(c)                                  prescribe
the form of RSU Agreement with respect to a particular grant of RSUs;


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


(e)                                  determine
whether a Participant is to be issued a Share or a cash payment equal to the
Fair Market Value of such Share in satisfaction of each vested RSU;


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


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


(h)                                 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 there from.


The Board’s guidelines, rules, regulations,
interpretations and determinations shall be conclusive and binding upon the
Company and all other persons, including, in particular and without limitation,
the Participants.


4.                                      GRANT
OF RSUS


4.1                               RSU Agreement


Upon the grant of RSUs, the Company will deliver to
the Participant an RSU Agreement dated as of the Grant Date, containing the
terms of the RSUs and executed by the Company, and upon delivery to the Company
of the RSU Agreement executed by the Participant, such Participant will be a
participant in the Plan and have the right to receive Shares or cash payments on
the terms set out in the RSU Agreement and in the Plan.  Subject to any specific 



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variations approved by the Board, all terms and
conditions set out herein will be deemed to be incorporated into and form part
of each RSU Agreement made hereunder.


4.2                               Shares Reserved


The maximum number of Shares which may be made subject
to issuance under RSUs granted under this Plan is 10,000,000 Shares, less the
total of:


(a)                                  the
aggregate number of Shares that are, from time to time, subject to issuance
under outstanding rights that have been issued by the Company under any other
Share Compensation Arrangement, including outstanding Share purchase options
issued by the Company under its Amended and Restated Share Option Plan; and


(b)                                 the
net number of Shares that, subsequent to the date hereof, are issued pursuant to
a right granted under this Plan or any other Share Compensation Arrangement,


subject to adjustment under Section 6.1 (the “Plan Limit”).


For greater certainty:


(c)                                  in
the event a right to acquire Shares under this Plan or any other Share
Compensation Arrangement expires unexercised or is terminated by reason of
dismissal of the holder of the right for cause or is otherwise lawfully
cancelled prior to such right resulting in the issuance of Shares, then the
Shares that were issuable thereunder will be added back into the aggregate
number of Shares that may be, from time to time, made subject to issuance under
a right granted under this Plan or any other Share Compensation Arrangement;
and


(d)                                 if
an optionee under the Company’s Amended and Restated Share Option Plan pays the
exercise price (and/or any applicable withholding taxes) of an option by
surrendering previously owned Shares, or arranges to have the appropriate
number of optioned shares otherwise issuable upon exercise of an option
withheld, then the Shares that would have been issued upon exercise of the option
equal in number to the surrendered and/or withheld Optioned Shares and Common
Shares shall not count towards the maximum number of Shares that may be made
subject to issuance under this Plan or any other Share Compensation
Arrangement.


4.3                               Limitations of RSUs to
Insiders


Notwithstanding anything in this Plan to the contrary,


(a)                                  the
aggregate number of Shares that may be made subject to issuance to Insiders
pursuant to RSUs granted under the Plan and under any other Share Compensation
Arrangement may not exceed 10.0% of the number of Shares outstanding at the
Grant Date (on a non-diluted basis); and



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(b)                                 the
aggregate number of Shares that may be issued to Insiders pursuant to RSU’s
granted under the Plan and under any other Share Compensation Arrangement,
within any one year period, may not exceed 10.0% of the number of Shares
outstanding at the end of such period (on a non-diluted basis).


4.4                               Limitations of RSUs to
any One Person


Unless permitted by Regulatory Approval and, if
required by Applicable Law, shareholder approval is obtained, the maximum
number of Shares which may be reserved for issuance, from time to time, to any
one Eligible Person under the Plan and any Share Compensation Arrangement may
not exceed 5.0% of the number of Shares outstanding at the Grant Date (on a
non-diluted basis).


4.5                               Grant and Vesting of
RSUs


(a)                                  Subject
to the terms of the Plan, the Board may from time to time grant to any Eligible
Person the number of RSUs the Board deems appropriate.


(b)                                 RSUs
shall consist of a grant of units, each of which represents the right of the
Participant to receive one Share or a cash payment equal to the Fair Market
Value of such Share, subject to the terms and conditions contained herein and
such additional terms and conditions as the Board deems appropriate, consistent
with Applicable Law.


(c)                                  The
Board shall have the discretion to determine the Vesting Date for each RSU or
any other vesting requirements (to be set forth in the RSU Agreement).


4.6                               Third Party Offer


If an offer to purchase all of the outstanding Shares
of the Company is made by a third party, the Board may, in its sole discretion,
to the extent permitted by Applicable Law and upon giving each Participant
written notice to that effect, require the acceleration of the vesting of RSUs.  All determinations of the Board under this
Section will be final, binding and conclusive for all purposes.


4.7                               Change in Control


Upon the occurrence of a Change in Control, all outstanding
RSUs at that time shall automatically and irrevocably vest in full.


4.8                               Participant’s Account


The Company shall maintain an Account for each
Participant and, upon the grant of RSUs to a Participant, the Board shall cause
the Participant’s Account to be credited with the number of RSUs granted.  Any RSU held by a Participant that fails to
vest or that vests and a Share or cash payment equal to the Fair Market Value
of such Share is delivered to a Participant in satisfaction of such vested RSU
shall be cancelled from the Participant’s Account.



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4.9                               Vested RSUs


A Participant may elect, by notice to the Company prior
to the applicable Vesting Date, to receive for each RSU that has vested
pursuant to the Plan and in accordance with and subject to the terms of the RSU
Agreement relating to such RSU, one Share or a cash payment equal to the Fair
Market Value of such Share. 
Notwithstanding any such election by a Participant, the Board reserves
the right to determine whether a Participant is to be issued a Share or a cash
payment equal to the Fair Market Value of such Share in satisfaction of each vested
RSU.


The issuance of Shares or the cash payment to a
Participant by the Company in satisfaction of vested RSUs will be made as soon
as practicable after the Vesting Date.


4.10                        Withholding Tax


The Participant will be solely responsible for paying
any applicable withholding taxes arising from the grant or vesting of any RSU
and payment is to be made in a manner satisfactory to the Company.  Notwithstanding the foregoing, the Company
will have the right to withhold from any cash amounts otherwise due or to
become due from the Company to the Participant, an amount equal to any such taxes.


Notwithstanding the foregoing, immediately upon
delivery of any Shares pursuant to Section 4.9, the Company shall have the
right to require that a Participant sells a given number of Shares, the net proceeds
of which shall be sufficient to cover any applicable withholding taxes and
other source deductions required by Applicable Law to be withheld by the
Company in connection with the total payments made in satisfaction of the
Participant’s vested RSUs.


4.11                        Termination of Employment


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


(a)                                  upon
the voluntary resignation or the termination for cause of a Participant, all of
the Participant’s RSUs which remain unvested in the Participant’s Account shall
be forfeited without any entitlement to such Participant.  If the Participant has an employment or
consulting agreement with the Company, the term “cause” shall have the meaning given to it in the employment or
consulting agreement.


(b)                                 upon
the termination without cause or death of a Participant, the Participant or the
Participant’s beneficiary, as the case may be, shall have a number of RSUs become
vested in a linear manner equal to the sum for each grant of RSUs of the
original number of RSUs granted multiplied by the number of completed months of
employment since the Grant Date divided by the number of months required to
achieve the full vesting of such grant of RSUs reduced by the actual number of
RSUs that have previously become vested in accordance with Section 4.5.  Such vested RSUs shall be settled in
accordance with Section 4.9.



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4.12                        No Compensation for Cancelled
RSUs


Section 4.11 applies regardless of whether the
Participant received compensation in respect of dismissal or was entitled to a
period of notice of termination which would otherwise have permitted a greater
portion of the RSUs to vest with the Participant.  Except as expressly permitted by the Board,
all RSUs will cease to vest as at the date upon which the Participant ceases to
be an Eligible Person.  Participants will
not be entitled to any compensation in respect of any RSU that has not vested.


4.13                        Non-Transferability of RSUs


The assignment or transfer of RSUs, or any other
benefits under the Plan, shall not be permitted other than by operation of law.


5.                                      AMENDMENT


5.1                               Amendment and
Termination of Plan


The Board reserves the right, in its absolute
discretion, to at any time amend, modify or terminate the Plan.  Any amendment to any provision of the Plan
will be subject to any necessary Regulatory Approvals and, if required by
Applicable Law, shareholder approval.  If
the Plan is terminated, the provisions of the Plan and any administrative
guidelines, and other rules and regulations adopted by the Board and in force
at the time of the Plan shall continue in effect during such time as an RSU or
any rights pursuant thereto remain outstanding.


5.2                               Powers of Board Survive


The full powers of the Board provided for in the Plan will
survive the termination of the Plan until all RSUs have been vested in full or
have otherwise expired.


5.3                               Amendment of Outstanding
RSUs


Subject to Regulatory Approval and, if required by
Applicable Law, shareholder approval, the Board may amend or modify in any
manner an outstanding RSU to the extent that the Board would have had the authority
to initially grant such award as so modified or amended, including without
limitation, to change the date or dates as of which an RSU vests, except that
no amendment will, without the written consent of all affected Participants,
alter or impair any RSU previously granted under the Plan unless as a result of
a change in Applicable Law or the Company’s status or classification thereon.


6.                                      ADJUSTMENT
TO SHARES


6.1                               Adjustments


Appropriate adjustments in the number of Shares
subject to the Plan, as regards RSUs granted or to be granted and the number of
Shares subject to RSUs, will be conclusively determined by the Board to give effect
to adjustments in the number of Shares resulting from subdivisions,
consolidations, substitutions, or reclassifications of the Shares, the payment
of stock dividends by the Company (other than dividends in the ordinary course)
or other relevant changes in the 



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capital of the Company or from a proposed merger, amalgamation
or other corporate arrangement or reorganization involving the exchange or
replacement of Shares of the Company for those in another corporation.  Any dispute that arises at any time with
respect to any such adjustment will be conclusively determined by the Board,
and any such determination will be binding on the Company, the Participant and
all other affected parties.


6.2                               Further Adjustments


Subject to Section 6.1 and Applicable Law, if,
because of a proposed merger, amalgamation or other corporate arrangement or
reorganization, the exchange or replacement of Shares of the Company for those
in another corporation is imminent, the Board may, in a fair and equitable
manner, determine the manner in which all unvested RSUs rights granted under
the Plan will be treated including, without limitation, requiring the
acceleration of the time for the vesting of such RSUs and the time for the fulfilment
of any conditions or restrictions on such vesting.  All determinations of the Board under this Section
will be final, binding and conclusive for all purposes.


6.3                               No Fractional Shares


No fractional Shares shall be issued upon the vesting
of RSUs granted under the Plan and, accordingly, if a Participant would become
entitled to a fractional Share upon the vesting of an RSU, such Participant
shall only have the right to the next lowest whole number of Shares and no
payment or other adjustment will be made with respect to the fractional
interest so disregarded, and any fractional interest in a Share that would
otherwise be delivered upon the vesting of RSUs will be cancelled.


6.4                               Limitations


The grant of RSUs under the Plan will in no way affect
the Company’s right to adjust, reclassify, reorganise or otherwise change its
capital or business structure or to merge, amalgamate, reorganise, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets or engage in any like transaction.


7.                                      GENERAL


7.1                               Unfunded Plan


The Plan is intended to constitute an “unfunded” plan
for incentive compensation.  Nothing
contained in the Plan (or in any RSU Agreement or other documentation related
thereto) shall give a Participant any rights that are greater than those of a
general creditor of the Company.


7.2                               Compliance with Legislation


The Plan, the grant and vesting of RSUs hereunder and
the Company’s obligation to deliver Shares or cash payments upon vesting of
RSUs is subject to Applicable Law and to such Regulatory Approvals as may, in the
opinion of counsel to the Company, be required. 
Each RSU Agreement will contain such provisions as in the opinion of the
Board are required to ensure that no Shares are issued on the vesting of an RSU
unless the issuance of such Shares 



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will be exempt from all registration and qualification
requirements of securities laws of any jurisdiction and will be permitted under
Applicable Law.  The Company shall not be
obliged by any provision of the Plan or the grant of any RSU hereunder to issue
or sell Shares in violation of Applicable Law or any condition of any
Regulatory Approval.  No RSU shall be
granted and no Shares issued or sold hereunder where such grant, issue or sale
would require registration of the Plan or of Shares under the securities laws
of any jurisdiction and any purported grant of any RSU or issue or sale of
Shares hereunder in violation of this provision shall be void.  In addition, the Company shall have no obligation
to issue any Shares pursuant to the Plan unless such Shares shall have been
duly listed, upon official notice of issuance, with the Stock Exchanges.  Shares issued and sold to Participants
pursuant to the vesting of RSUs may be subject to limitations on sale or resale
under Applicable Law.  In particular, if required
by Applicable Law, an RSU Agreement may provide that shareholder approval to
the grant of an RSU must be obtained prior to the vesting of the RSU or to the
amendment of an RSU Agreement.


7.3                               Non-Exclusivity


Nothing contained in the Plan will prevent the Board
from maintaining or adopting other or additional Share Compensation
Arrangements, subject to obtaining prior Regulatory Approval and shareholder
approval, if required.


7.4                               Employment and Services


Nothing contained in the Plan or in any RSU Agreement
will confer upon or imply in favour of any Eligible Person or Participant any
right with respect to office, employment or provision of services with the Company,
or interfere in any way with the right of the Company, to lawfully terminate
the Eligible Person or Participant’s office, employment or service at any time
pursuant to the arrangements pertaining to same.  Participation in the Plan by an Eligible
Person will be voluntary.


7.5                               Change of Status


A change in the status, office, position or duties of
a Participant from the status, office, position or duties held by such
Participant on the date on which an RSU was granted to such Participant will
not result in a change in the terms of such RSU provided that such Participant
remains an Eligible Person.


7.6                               No Representation or
Warranty


The Company makes no representation or warranty as to
the future market value of Shares issued in accordance with the provisions of
the Plan or to the effect of the Income Tax Act (Canada),
the United States Internal Revenue Code, or any other taxing statute governing
the RSUs or the Shares issuable thereunder or the tax consequences to a Participant.  Compliance with Applicable Law as to the
disclosure and resale obligations of each Participant is the responsibility of
such Participant and not the Company.



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7.7                               Rights as a Shareholder


Nothing contained in the Plan nor in any RSU granted
thereunder shall be deemed to give any Participant any interest or title in or
to any Shares of the Company or any rights as a shareholder of the Company or any
other legal or equitable right against the Company whatsoever other than with
respect to Shares issued following the vesting of RSUs.


7.8                               Discretion of Board


Subject to the Board’s powers of delegation provided
for under this Plan, the awarding of RSUs to any Eligible Person is a matter to
be determined solely in the discretion of the Board.  The Plan shall not in any way fetter, limit,
obligate, restrict or constrain the Board with regard to the allotment or issue
of any Shares or any other securities in the capital of the Company or any of
its subsidiaries other than as specifically provided for in the Plan.


7.9                               Notices


The form of all communication relating to the Plan
shall be in writing and delivered by recognised overnight courier, certified
mail, fax or electronic mail to the proper address or, optionally, to any individual
personally.  Except as otherwise provided
in any RSU Agreement, all notices to the Company or the Board shall be
addressed to the Company at its principal business office in Denver, Colorado,
Attn: Chief Financial Officer.  All
notices to Participants, former Participants, beneficiaries or other persons
acting for or on behalf of such persons which are not delivered personally to
an individual shall be addressed to such person by the Company or its designee
at the last address for such person maintained in the records of the Company.



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SCHEDULE A — CHANGE IN CONTROL


“Change in Control”
shall be deemed to have occurred in respect of the Company if:


(a)                                  any
individual, corporation, partnership, trust or association is or becomes the
beneficial owner, directly or indirectly, of voting securities of the Company
representing fifty percent (50%) or more of the combined voting power, of the
Company’s then outstanding voting securities; or


(b)                                 individuals
who on a particular date constituted the Board of Directors (together with any
new directors whose election by the Board of Directors or whose nomination for
election to the Board of Directors by the Company’s shareholders was approved
by a vote of at least two-thirds of the members of the Board of Directors then
in office who either were members of the Board of Directors on such date or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the members of the Board of Director of
the Company then in office (a “Change in
Board Majority”), and a an individual, corporation, partnership,
trust or association has become, at any time during the 120 days before the
Change in Board Majority, the ultimate beneficial owner of more than 33 1/3% of
the total voting power of the capital stock of the Company of any class or kind
ordinarily having the power to vote for the election of directors of the
Company on a fully diluted basis; or


(c)                                  there
is consummated either (i) a merger, consolidation, reorganization, share
exchange or issuance of securities involving the Company (each a “Business Combination”) unless, immediately
after such Business Combination, all or substantially all of the individuals
and entities who were the beneficial owners of voting capital of the Company
immediately before the Business Combination continue to beneficially own,
directly or indirectly, more than 66 2/3% of the then outstanding voting
capital of the resulting or acquiring entity in such Business Combination
(which shall include, without limitation, a corporation which as a result of
such transaction owns the Company or substantially all the Company’s assets
either directly or indirectly) in substantially the same proportions as their
respective ownership in the outstanding voting capital immediately before such
Business Combination; or (ii) the sale or other disposition of any of the
Company’s assets for gross proceeds equal to at least two-thirds of the then
appraised private enterprise value of the Company; or


(d)                                 proceedings
are commenced by the Company to seek its reorganization, arrangement or the composition
or readjustment of its debt or to obtain relief in respect of the Company, in
each instance, under any law relating to bankruptcy, insolvency or reorganization;
or


(e)                                  the
Board of Directors of the Company adopts a resolution to the effect that, for
the purposes of the Plan, a Change in Control has occurred.

















 


SCHEDULE B — FORM OF RSU AGREEMENT


STORM CAT
ENERGY CORPORATION


RESTRICTED
SHARE UNIT PLAN — RSU AGREEMENT


This RSU Agreement is entered into between Storm Cat
Energy Corporation (the “Company”) and
the Eligible Person named below, pursuant to the Company’s Restricted Share
Unit Plan (the “Plan”), a copy of which is attached
hereto, and confirms that:


1.                                       on
                                                                           (the “Grant Date”);


2.                                                                                                                      
(the “Eligible Person”);


3.                                       was
granted                                           Restricted Share Units (the “RSUs”), in accordance with the terms of the Plan;


4.                                       the
RSUs will vest as follows:


Number of RSUs                       Vesting On


                                                                                               


                                                                                               


                                                                                               


all on the terms and subject to the conditions set out in the Plan.


By signing this agreement, the Participant:


(a)                                  acknowledges
that he or she has read and understands the Plan, agrees with the terms and conditions
thereof which shall be deemed to be incorporated into and form part of this RSU
Agreement (subject to any specific variations contained in this RSU Agreement);


(b)                                 acknowledges
that he or she will be solely responsible for paying any applicable withholding
taxes arising from the grant or vesting of any RSU, as provided in
Section 4.10 of the Plan;


(c)                                  where
allowed by applicable legislation, agrees to assume any employer’s social
security contributions due upon the grant or vesting of any RSU;


(d)                                 agrees
that an RSU does not carry any voting rights;


(e)                                  acknowledges
that the value of the RSUs granted herein is in C$ denomination, and such value
is not guaranteed;


(f)                                    recognises
that the value of an RSU upon delivery is subject to stock market fluctuations;
and











 


(g)                                 recognises
that, at the sole discretion of the Company, the Plan can be administered by a designee
of the Company by virtue of paragraph 3.2(h) and any communication from or
to the designee shall be deemed to be from or to the Company.


IN WITNESS WHEREOF
the Company and the Eligible Person have executed this RSU Agreement as of __________________.


	
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  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Eligible
  Person

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature of
  Eligible Person

  	
   

  



 


Note to Plan Participants


This Agreement must be signed where indicated and
returned to the Company within 30 days of receipt.  Failure to acknowledge acceptance of this
grant will result in the cancellation of your RSUs.


 



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