{"id":40551,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-unit-plan-celestica-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-unit-plan-celestica-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/share-unit-plan-celestica-inc.html","title":{"rendered":"Share Unit Plan – Celestica Inc."},"content":{"rendered":"

CELESTICA INC.<\/strong><\/p>\n

\n

CELESTICA SHARE UNIT PLAN<\/strong><\/p>\n

\n

December 9, 2004<\/p>\n

As amended and restated as of July 26, 2006 and July 26, 2007\n<\/p>\n

\n

CELESTICA INC.<\/strong><\/p>\n

CELESTICA SHARE UNIT PLAN<\/u><\/strong><\/p>\n

1. PURPOSE<\/u><\/p>\n

1.1 This Share Unit Plan has been established by the Company to provide
\nincentives to certain of its employees and consultants and its directors, to
\nfoster a responsible balance between short term and long term results, and to
\nbuild and maintain a strong spirit of performance and entrepreneurship.<\/p>\n

2. DEFINITIONS AND INTERPRETATION<\/u><\/p>\n

2.1 In this Share Unit Plan, the following terms have the following meanings:\n<\/p>\n

“Applicable Law” means any applicable provision of law, domestic or foreign,
\nincluding, without limitation, the Securities Act<\/em> (Ontario), the U.S.
\nSecurities Act of 1933<\/em>, as amended, and the U.S. Securities
\nExchange Act 1934<\/em>, as amended, together with all regulations, rules, policy
\nstatements, rulings, notices, orders or other instruments promulgated thereunder
\nand Stock Exchange Rules;<\/p>\n

“Beneficiary” means any person designated by the Participant by written
\ninstrument filed with the Company to receive any amount, securities or property
\npayable under the Plan in the event of a Participant153s death or, failing any
\nsuch effective designation, the Participant153s estate;<\/p>\n

“Board” means the Board of Directors of the Company;<\/p>\n

“Change in Control” means the occurrence of any of the following after the
\ndate hereof:<\/p>\n

(i) the acquisition by any person (or more than one person acting as a group)
\nof beneficial ownership of securities of the Company which, directly or
\nfollowing conversion or exercise thereof, would entitle the holder thereof to
\ncast more than 50% of the votes attaching to all securities of the Company which
\nmay be cast to elect directors of the Company, other than the additional
\nacquisition of securities by a person beneficially owning such number of
\nsecurities on the date hereof;<\/p>\n

(ii) Incumbent Directors ceasing to constitute a majority of the Board as a
\nconsequence of (a) the solicitation of proxies through a proxy circular by
\npersons other than management, or (b) to the extent required to comply with
\nSection 409A of the United States Code, being replaced during any twelve-month
\nperiod by directors whose<\/p>\n

\n

<\/p>\n

appointment or election was not endorsed by a majority of the Board members
\nbefore the date of the appointment or election; or<\/p>\n

(iii) the consummation of an amalgamation, arrangement, merger or other
\nconsolidation of the Company with another company or a sale of all or
\nsubstantially all of the assets of the Company to another company pursuant to
\nwhich, and such that, all the persons who, immediately prior to such
\nconsummation, beneficially owned all of the securities of the Company which
\ncould be cast to elect directors of the Company, immediately thereafter do not
\nbeneficially own securities of the successor or continuing company or company
\nacquiring the assets which would entitle such persons, directly or following
\nconversion or exercise thereof, to cast more than 50% of the votes attaching to
\nall securities of such company which may be cast to elect directors of that
\ncompany;<\/p>\n

“Code” means the United States Internal Revenue Code of 1986.<\/p>\n

“Committee” means the committee of the Board, as constituted from time to
\ntime, which may be appointed by the Board to, inter alia<\/em>, interpret,
\nadminister and implement the Plan, and includes any successor committee
\nappointed by the Board for such purposes;<\/p>\n

“Company” means Celestica Inc. and its respective successors and assigns, and
\nany reference in the Plan to action by the Company means action by or under the
\nauthority of the Board or any person or committee that has been designated for
\nthe purpose by the Company including, without limitation, the Committee;<\/p>\n

“Consultant” means a consultant as defined in the Rule excluding investor
\nrelations persons and associated consultants as defined in the Rule;<\/p>\n

“Date of Grant” of a Unit means the date the Unit is granted to a Participant
\nunder the Plan;<\/p>\n

“Designated Affiliated Entity” means a person (including a trust or a
\npartnership) or company in which the Company has a significant investment and
\nwhich the Company designates as such for the purposes of this Plan;<\/p>\n

“Director” means a member of the Board;<\/p>\n

“Fiscal Year” means the financial year of the Company;<\/p>\n

“Grant” means a Performance Grant or a RSU Grant;<\/p>\n

“including” means including without limitation;<\/p>\n

“Incumbent Director” means any member of the Board who was a member of the
\nBoard immediately prior to the occurrence of a transaction, transactions or<\/p>\n

2<\/p>\n

\n

<\/p>\n

elections giving rise to a Change in Control (other than a transaction
\napproved by the Board) and any successor to an Incumbent Director who is
\nrecommended or elected or appointed to succeed an Incumbent Director by the
\naffirmative vote of a majority of the Incumbent Directors then on the Board;\n<\/p>\n

“Independent Broker” means a registered broker which is independent under
\nStock Exchange Rules;<\/p>\n

“Market Price” means the closing price per Share on the TSX or NYSE, as
\ndetermined by the Company, on the day preceding the date of the determination;\n<\/p>\n

“NYSE” means The New York Stock Exchange;<\/p>\n

“Participant” means<\/p>\n

(i) a Director,<\/p>\n

(ii) a permanent employee of the Company, a Subsidiary or a Designated
\nAffiliated Entity, or<\/p>\n

(iii) a Consultant of the Company, a Subsidiary, or a Designated Affiliated
\nEntity,<\/p>\n

who has been designated by the Company for participation in the Plan and who
\nhas agreed to participate in the Plan on such terms as the Company may specify;\n<\/p>\n

“Performance Grant” means a grant to a Participant pursuant to Article 5 of
\nPerformance Units determined with reference to a stated dollar amount;<\/p>\n

“Performance Unit” means a Unit allocated to a Participant under this Plan in
\naccordance with Article 5, the vesting terms of which include the achievement of
\ncertain performance targets specified on the Date of Grant;<\/p>\n

“Plan” means this Share Unit Plan, as amended and restated from time to time;\n<\/p>\n

“Release Date” means, for a Performance Grant, the date or dates on which
\nPerformance Units shall be satisfied in the form of Shares and, for a RSU Grant,
\nthe date or dates on which Restricted Share Units shall be satisfied in the form
\nof Shares or cash;<\/p>\n

“Reorganization” means any (i) capital reorganization, (ii) merger, (iii)
\namalgamation, (iv) offer for shares of the Company which if successful would
\nentitle the offeror to acquire all of the shares of the Company or all of one or
\nmore particular class(es) of shares of the Company to which the offer relates,
\n(v) sale of a material portion of the assets of the Company, or (vi) arrangement
\nor other scheme of reorganization;<\/p>\n

3<\/p>\n

\n

<\/p>\n

“Restricted Share Unit” means a Unit allocated to a Participant under this
\nPlan in accordance with Article 5, the vesting terms of which do not include the
\nachievement of performance targets specified and identified at the Date of
\nGrant;<\/p>\n

“Retirement” means the retirement of a Participant from employment with the
\nCompany, a Subsidiary or a Designated Affiliated Entity in accordance with the
\nnormal retirement policy of his or her employer;<\/p>\n

“RSU Grant” means a grant to a Participant pursuant to Article 5 of
\nRestricted Share Units determined with reference to a stated dollar amount;<\/p>\n

“Rule” means Part 2, Division 4 of National Instrument 45-106 – Prospectus
\nand Registration Exemptions, as it may be amended or replaced;<\/p>\n

“Shares” means the Subordinate Voting Shares in the capital of the Company,
\nand includes any shares of the Company into which such shares may be converted,
\nreclassified, redesignated, subdivided, consolidated, exchanged or otherwise
\nchanged, pursuant to a Reorganization or otherwise;<\/p>\n

“Stock Exchange Rules” means the applicable rules of any stock exchange upon
\nwhich shares of the Company are listed;<\/p>\n

“Subsidiary” means a subsidiary of the Company as defined by the
\nBusiness Corporations Act<\/em> (Ontario);<\/p>\n

“TSX” means The Toronto Stock Exchange;<\/p>\n

“Unit” means a Restricted Share Unit or a Performance Unit; and<\/p>\n

“Year” in respect of a Performance Unit means a calendar year commencing on
\nthe Date of Grant of the Performance Unit or on any anniversary of such date.\n<\/p>\n

2.2 In this Plan, unless the context requires otherwise, words importing the
\nsingular number may be construed to extend to and include the plural number, and
\nwords importing the plural number may be construed to extend to and include the
\nsingular number.<\/p>\n

2.3 This Plan is established under the laws of the Province of Ontario and
\nthe rights of all parties and the construction of each and every provision of
\nthe Plan and any Performance Units granted hereunder shall be construed
\naccording to the laws of the Province of Ontario.<\/p>\n

3. GENERAL<\/u><\/p>\n

3.1 The transfer of an employee from the Company to a Subsidiary or a
\nDesignated Affiliated Entity, from a Subsidiary or a Designated Affiliated
\nEntity to the Company, or from one Subsidiary or Designated Affiliated Entity to
\nanother Subsidiary or Designated Affiliated Entity, shall not be considered a
\ntermination of employment for the purposes of the Plan, nor shall it be
\nconsidered a termination of employment if a Participant is placed on such other
\nleave of absence which is considered by the Company as continuing intact the
\nemployment<\/p>\n

4<\/p>\n

\n

<\/p>\n

relationship; in such a case, the employment relationship shall be continued
\nuntil the later of the date when the leave equals ninety days or the date when a
\nParticipant153s right to reemployment shall no longer be guaranteed either by law
\nor by contract, except that in the event active employment is not renewed at the
\nend of the leave of absence, the employment relationship shall be deemed to have
\nceased at the beginning of the leave of absence.<\/p>\n

3.2 No Shares may be issued from the treasury of the Company under this Plan.\n<\/p>\n

3.3 Subject to any Applicable Law, the Company will acquire issued and
\noutstanding Shares in the market for the purposes of satisfying its obligation
\nto provide Shares to Participants under the Plan. If it does so, the Company
\nshall utilize the services of an Independent Broker.<\/p>\n

3.4 From time to time the Company may, in addition to its powers under the
\nPlan, add to or amend any of the provisions of the Plan or terminate the Plan or
\namend the terms of any Unit granted under the Plan; provided, however, that (i)
\nany approvals required under any applicable law or Stock Exchange Rules are
\nobtained, and (ii) no such amendment or termination shall be made at any time
\nwhich has the effect of adversely affecting the existing rights of a Participant
\nunder the Plan without his or her consent in writing unless the Company, at its
\noption, acquires such existing rights at an amount equal to the fair market
\nvalue of such rights at such time as verified by an independent valuator.<\/p>\n

3.5 The determination by the Company of any question which may arise as to
\nthe interpretation or implementation of the Plan or any of the Units granted
\nhereunder shall be final and binding on all Participants and other persons
\nclaiming or deriving rights through any of them.<\/p>\n

3.6 The Plan shall enure to the benefit of and be binding upon the Company,
\nits successors and assigns. The interest of any Participant under the Plan or in
\nany Unit shall not be transferable or alienable by him or her either by pledge,
\nassignment or in any other manner, except to a spouse or a personal holding
\ncompany or family trust controlled by a Participant, the shareholders or
\nbeneficiaries of which, as the case may be, are any combination of the
\nParticipant, the Participant153s spouse, the Participant153s minor children or the
\nParticipant153s minor grandchildren, and after his or her lifetime shall enure to
\nthe benefit of and be binding upon the Participant153s Beneficiary.<\/p>\n

3.7 The Company153s obligation to provide Shares in accordance with the terms
\nof the Plan and any Units granted hereunder is subject to compliance with
\nApplicable Law applicable to the distribution of such Shares. As a condition of
\nparticipating in the Plan, each Participant agrees to comply with all such
\nApplicable Law and agrees to furnish to the Company all information and
\nundertakings as may be required to permit compliance with such Applicable Law.\n<\/p>\n

3.8 The Company, a Subsidiary or a Designated Affiliated Entity may withhold
\nfrom any amount payable to a Participant, either under this Plan, or otherwise,
\nsuch amount as may be necessary so as to ensure that the Company, the Subsidiary
\nor Designated Affiliated Entity will be able to comply with the applicable
\nprovisions of any federal, provincial, state or local law relating to the
\nwithholding of tax or other required deductions, including on the amount, if
\nany,<\/p>\n

5<\/p>\n

\n

<\/p>\n

includable in the income of a Participant. The Company shall also have the
\nright in its discretion to take such steps in accordance with applicable law as
\nit considers necessary to satisfy any such withholding tax liability.<\/p>\n

3.9 A Participant shall not have the right or be entitled to exercise any
\nvoting rights, receive dividends or have or be entitled to any other rights as a
\nshareholder in respect of any Units unless and until satisfied in the form of
\nShares.<\/p>\n

3.10 Neither designation of an employee as a Participant nor the grant of any
\nUnits to any Participant entitles any Participant to the grant, or any
\nadditional grant, as the case may be, of any Units under the Plan. Neither the
\nPlan nor any action taken thereunder shall interfere with the right of the
\nemployer of a Participant to terminate a Participant153s employment at any time.
\nNeither the period of notice, if any, nor any payment in lieu thereof, upon
\ntermination of employment shall be considered as extending the period of
\nemployment for the purposes of the Plan.<\/p>\n

3.11 No member of the Board or the Committee shall be liable for any action
\nor determination made in good faith in connection with the Plan and members of
\nthe Board and the Committee shall be entitled to indemnification and
\nreimbursement from the Company in respect of any claim relating thereto.<\/p>\n

3.12 Participation in the Plan shall be entirely voluntary and any decision
\nnot to participate shall not affect any employee153s employment with, or any
\nConsultant153s engagement by, the Company, a Subsidiary or Designated Affiliated
\nEntity.<\/p>\n

3.13 If any provision of this Plan is determined to be invalid or
\nunenforceable in whole or in part, such invalidity or unenforceability shall
\nattach only to such provision or part thereof and the remaining part, if any, of
\nsuch provision and all other provisions hereof shall continue in full force and
\neffect.<\/p>\n

3.14 Neither the establishment of the Plan nor the grant of any Units or the
\nsetting aside of any funds by the Company (if, in its sole discretion, it
\nchooses to do so) shall be deemed to create a trust. Legal and equitable title
\nto any funds set aside for the purposes of the Plan shall remain in the Company
\nand no Participant shall have any security or other interest in such funds. Any
\nfunds so set aside shall remain subject to the claims of creditors of the
\nCompany present or future. Amounts payable to any Participant under the Plan
\nshall be a general, unsecured obligation of the Company. The right of the
\nParticipant or Beneficiary to receive payment pursuant to the Plan shall be no
\ngreater than the right of other unsecured creditors of the Company.<\/p>\n

3.15 This Plan is hereby instituted as of the 9th day of December, 2004.<\/p>\n

4. ADMINISTRATION<\/u><\/p>\n

4.1 The Plan shall be administered by the Company in accordance with its
\nprovisions. All costs and expenses of administering the Plan will be paid by the
\nCompany, but the Company shall not be responsible for the payment of any fees or
\nexpenses in respect of the re-sale by a Participant of Shares acquired by him or
\nher under the Plan. The Company, may from time to<\/p>\n

6<\/p>\n

\n

<\/p>\n

time, establish administrative rules and regulations and prescribe forms or
\ndocuments relating to the operation of the Plan as it may deem necessary to
\nimplement or further the purpose of the Plan and amend or repeal such rules and
\nregulations or forms or documents. The Company, in its discretion, may appoint a
\nCommittee for the purpose of interpreting, administering and implementing the
\nPlan. In administering the Plan, the Company or the Committee may seek
\nrecommendations from the chief executive officer of the Company. The Company may
\nalso delegate to the Committee or any director, officer or employee of the
\nCompany such duties and powers, relating to the Plan as it may see fit. The
\nCompany may also appoint or engage a trustee, custodian or administrator to
\nadminister or implement the Plan.<\/p>\n

4.2 The Company shall keep or cause to be kept such records and accounts as
\nmay be necessary or appropriate in connection with the administration of the
\nPlan and the discharge of its duties. At such times as the Company shall
\ndetermine, the Company shall furnish the Participant with a statement setting
\nforth the details of his or her Units, including Date of Grant and the number of
\nUnits held by each Participant (including identification of the number of Units
\nthat are Performance Units and Restricted Share Units). Such statement shall be
\ndeemed to have been accepted by the Participant as correct unless written notice
\nto the contrary is given to the Company within 30 days after such statement is
\ngiven to the Participant.<\/p>\n

4.3 (a) Any payment, notice, statement, certificate or other instrument
\nrequired or permitted to be given to a Participant or any person claiming or
\nderiving any rights through him or her shall be given by:<\/p>\n

(i) delivering it personally to the Participant or to the person claiming or
\nderiving rights through him or her, as the case may be, or<\/p>\n

(ii) mailing it postage paid (provided that the postal service is then in
\noperation) or delivering it to the address which is maintained for the
\nParticipant in the Company153s personnel records or (other than in the case of a
\npayment) sending it by means of facsimile or similar means of electronic
\ntransmission (including e-mail).<\/p>\n

(b) Any payment, notice, statement, certificate or other instrument required
\nor permitted to be given to the Company shall be given by mailing it postage
\npaid (provided that the postal service is then in operation), delivering it to
\nthe Company at its principal address, or (other than in the case of a payment)
\nsending it by means of facsimile or similar means of electronic transmission
\n(including e-mail), to the attention of the Company Secretary.<\/p>\n

(c) Any payment, notice, statement, certificate or other instrument referred
\nto in section 4.3(a) or 4.3(b), if delivered, shall be deemed to have been given
\nor delivered on the date on which it was delivered, if mailed (provided that the
\npostal service is then in operation), shall be deemed to have been given or
\ndelivered on the second business day following the date on which it was mailed
\nand if by facsimile or similar means of electronic transmission, on the next
\nbusiness day following transmission.<\/p>\n

7<\/p>\n

\n

<\/p>\n

5. GRANTS AND ALLOCATION OF UNITS<\/u><\/p>\n

5.1 The Company may, in its sole discretion, determine whether Grants will be
\nmade to a particular Participant, the dollar amount of any such Grant, the
\nRelease Dates for the relevant Shares for such Participant and whether the Grant
\nwill be a Performance Grant or a RSU Grant. In making such determinations, the
\nCompany may take into account such criteria as it deems appropriate, including
\nthe Participant153s: (i) level of responsibility; (ii) rate of compensation; (iii)
\nindividual performance and contribution; and\/or (iv) agreement to become a
\npermanent employee of the Company, a Subsidiary or a Designated Affiliated
\nEntity.<\/p>\n

5.2 On the Date of Grant, each Participant who receives a Grant shall be
\nallocated Units reflecting such Grant.<\/p>\n

5.3 The number of Units to be allocated to a particular Participant shall be
\nobtained by dividing the amount of the Grant of such Participant by the Market
\nPrice on the Date of Grant. Fractional Units may be allocated. Each such Unit
\nshall represent the right to receive one Share, in the manner and subject to the
\nrestrictions set forth in this Plan.<\/p>\n

5.4 No certificates shall be issued with respect to such Grants or Units, but
\nthe Company shall maintain records in the name of each Participant showing the
\nnumber of Units to which such Participant is entitled in accordance with this
\nPlan and identifying the Units as Restricted Share Units or Performance Units.\n<\/p>\n

6. PERFORMANCE UNITS AND RESTRICTED SHARE UNITS<\/u><\/p>\n

6.1 Subject to Articles 7 and 8, unless otherwise determined by the Company
\nat the time of Grant, the Performance Units may be satisfied in the form of
\nShares or cash, at the Company153s option, on the Release Date as determined under
\nArticle 5.<\/p>\n

6.2 Subject to Articles 7 and 8, unless otherwise determined by the Company
\nat the time of Grant, the Restricted Share Units may be satisfied in the form of
\nShares or cash, at the Company153s option, on the Release Date as determined under
\nArticle 5.<\/p>\n

6.3 Subject to the terms of the Plan, the Company may determine other terms
\nor conditions of any Units, including<\/p>\n

(a) any additional conditions with respect to the provision of Shares or cash
\nunder the Plan, including conditions in respect of<\/p>\n

(i) the market price of the Shares,<\/p>\n

(ii) the financial performance or results of the Company, a Subsidiary, a
\nDesignated Affiliated Entity or business unit and<\/p>\n

(iii) restrictions on the re-sale of Shares acquired under the Plan; and<\/p>\n

(b) any other terms and conditions the Company may in its discretion
\ndetermine.<\/p>\n

8<\/p>\n

\n

7. TERMINATION OF EMPLOYMENT AND FORFEITURES<\/u><\/p>\n

7.1 Unless otherwise determined by the Company at any time, if a Participant
\nceases to be employed by the Company, a Subsidiary or Designated Affiliated
\nEntity for any reason other than: death; long-term disability; Retirement; or
\ntermination without cause, there shall be forfeited as of such termination of
\nemployment all Restricted Share Units and Performance Units as have not been
\nsatisfied in the form of Shares or cash in accordance with the Plan. No cash or
\nother compensation shall at any time be paid in lieu of any such Units which
\nhave been forfeited under this Plan.<\/p>\n

7.2 Unless otherwise determined by the Company at any time, if a Participant
\nceases to be an employee of the Company, a Subsidiary or a Designated Affiliated
\nEntity by reason of death, long-term disability or Retirement, the Participant153s
\nright to be paid in respect of any unsatisfied Restricted Share Unit previously
\ngranted to the Participant will be prorated based on the ratio of (a) the number
\nof days of employment completed by the Participant between the Date of Grant of
\nthe Restricted Share Unit and the date of death, long-term disability or
\nRetirement bears to (b) the number of days between the Date of Grant and the
\nscheduled Release Date for such Unit. All Restricted Share Units shall be
\nsatisfied in the form of Shares or cash to the Participant or his Beneficiary as
\napplicable, on a date which is 90 days after such event.<\/p>\n

7.3 Unless otherwise determined by the Company at any time, if a
\nParticipant153s employment with the Company, a Subsidiary or a Designated
\nAffiliate is terminated without cause, the Participant153s right to be paid in
\nrespect of any unsatisfied Restricted Share Unit previously granted to the
\nParticipant will be prorated based on the ratio of (a) the number of full years
\n(with no credit for partial years) of employment completed by the Participant
\nbetween the Date of Grant of the Restricted Share Unit and termination of
\nemployment bears to (b) the number of full years, whether calendar or fiscal,
\nbetween the Date of Grant and the scheduled Release Date for such Unit. Such
\npayment shall be satisfied in the form of Shares or cash on a date which is 90
\ndays after such termination of employment.<\/p>\n

7.4 Unless otherwise determined by the Company at any time, if a Participant
\nceases to be employed by the Company, a Subsidiary or Designated Affiliated
\nEntity because of death, each Performance Unit of such Participant as has not
\nbeen satisfied in accordance with the Plan shall be considered to have vested as
\nif the median level of performance specified in the conditions attaching to the
\nGrant of the Performance Unit had been achieved as of the date of death but the
\nnumber of Shares to which the Participant is entitled in respect thereof shall
\nbe prorated based on the number of days of completed employment from the Date of
\nGrant for the Performance Unit to the date of death as a percentage of the total
\nnumber of days between the Date of Grant and the scheduled Release Date for the
\nPerformance Unit. Such Shares shall be distributed 90 days after the date of
\ndeath.<\/p>\n

7.5 Unless otherwise determined by the Company at any time, if a Participant
\nceases to be employed by the Company, a Subsidiary or Designated Affiliated
\nEntity because of Retirement or long-term disability, the entitlement of the
\nParticipant with respect to Performance Units that have not satisfied as of the
\ndate of Retirement or long-term disability shall be determined on the scheduled
\nRelease Date for such Performance Unit on the basis of the actual performance
\nachieved during the period specified by the Company. The number of Shares to\n<\/p>\n

9<\/p>\n

\n

<\/p>\n

which the Participant shall be entitled to in respect thereof shall be
\nprorated based on the number of days of completed employment from the Date of
\nGrant for the Performance Unit to the date of Retirement or long-term disability
\nas a percentage of the total number of days between the Date of Grant and the
\nscheduled Release Date for the Performance Unit.<\/p>\n

7.6 Unless otherwise determined by the Company, if a Participant153s employment
\nwith the Company, a Subsidiary or Designated Affiliated Entity is terminated
\nwithout cause, there shall be forfeited as of such termination of employment
\nsuch Performance Units as have not been satisfied in accordance with the Plan.
\nNo cash or other compensation shall at any time be paid in lieu of any such
\nUnits which have been forfeited under this Plan.<\/p>\n

7.7 Notwithstanding any other provision of this Plan, a Participant who
\nceases to be an employee of the Company, a Subsidiary or a Designated Affiliated
\nEntity for any reason and breaches any non-competition agreement with the
\nCompany, a Subsidiary or a Designated Affiliated Entity, will be required to
\nrepay to the Company the cash equivalent of each Share delivered to, and an
\namount equal to any cash paid to or on behalf of, the Participant under this
\nPlan in the 12 months immediately preceding the breach, such payment to be made
\nwithin ten days of receipt by the Participant of a written demand for payment
\nfrom the Company. For purposes of this Section 7.7, the cash equivalent of any
\nShare delivered to a Participant will be an amount equal to the Market Price
\ndetermined as of the date the Share was so delivered to the Participant.<\/p>\n

7.8 If there is a Change of Control, the Release Date for all Restricted
\nShare Units and Performance Units shall be the date of the Change of Control.
\nAll Performance Share Units shall be considered to have vested as if the median
\nlevel of performance specified in the conditions attaching to the Grant of the
\nPerformance Units had been achieved as of the date of the Change of Control.\n<\/p>\n

7.9 Notwithstanding anything herein to the contrary (a) in the event that
\nproviding Shares or cash in lieu thereof under this Plan would, in the
\ngood-faith judgment of the Company, result in a penalty pursuant to Section 409A
\nof the United States Internal Revenue Code if provided or paid within the time
\nspecified in the Plan, then the provision of such Shares or payment shall be
\ndelayed until the earliest date on which same can be made without the imposition
\nof a penalty, and (b) to the extent any Participant is a “specified employee”
\nwithin the meaning of such Section 409A, any distributions that would otherwise
\nbe made within six (6) months of the date of such Participant153s termination of
\nemployment may be delayed for such six-month period, provided that the maximum
\nallowable amount payable under such six-month period and any remaining amounts
\nshall be paid or commence to be paid six months and one day following such
\nParticipant153s termination of employment (without interest thereon).<\/p>\n

8. SETTLEMENT<\/u><\/p>\n

8.1 The number of Shares to be provided to a Participant in respect of Units
\nshall be equal to the whole number of Share Units which are to be released.
\nWhere, under section 6.1 or section 6.2, the number of Units allocated would
\nresult in satisfaction of a fractional Unit in the form of a fractional Share,
\nthe number of Units to be satisfied in the form of Shares shall be rounded down
\nto the next whole number of Performance Units. No fractional Shares shall be\n<\/p>\n

10<\/p>\n

\n

<\/p>\n

provided nor shall cash be paid at any time in lieu of any such fractional
\ninterest. Any such fractional interest of a Unit which, together with other
\nfractional interests, form a whole Unit, shall be provided in the form of a
\nShare as part of the Units of the Participant to be satisfied on the next
\napplicable Release Date, if any.<\/p>\n

8.2 If so determined by the Company, in lieu of the provision of Shares in
\nrespect of Restricted Share Units or Performance Share Units, the Company may,
\nat its option, satisfy its obligation to provide Shares under the Plan, in whole
\nor in part, by the payment of a cash amount to a Participant on the Release
\nDate. The amount of such payment shall be equal to the number of Shares in
\nrespect of which the Company makes such a determination, multiplied by the
\nMarket Price on the Release Date, subject to any applicable withholding tax.\n<\/p>\n

9. CHANGES IN SHARE CAPITAL<\/u><\/p>\n

9.1 If the number of outstanding Shares shall be increased or decreased as a
\nresult of a stock split, consolidation, subdivision, reclassification or
\nrecapitalization and not as a result of the issuance of Shares for additional
\nconsideration or by way of a stock dividend in the ordinary course, the Company
\nmay make appropriate adjustments to the number of Units granted to each
\nParticipant. Any determinations by the Company as to the adjustments shall be
\nmade in its sole discretion and all such adjustments shall be conclusive and
\nbinding for all purposes under this Plan.<\/p>\n

10. REORGANIZATION<\/u><\/p>\n

10.1 In the event of a Reorganization or proposed Reorganization, the
\nCompany, at its option, may, subject to Stock Exchange Rules, do either of the
\nfollowing:<\/p>\n

(a) irrevocably commute for or into any other security or other property or
\ncash any unsatisfied Unit held by a Participant upon giving to such Participant
\nat least 30 days153 written notice of its intention to commute the Unit on a
\nspecified date, and during the period to such date, the Participant may elect to
\nrequire the Company to distribute Shares to him equal to such unsatisfied Units,
\nwithout regard to the limitations contained in Article 6, or<\/p>\n

(b) the Company, or any corporation which is or would be the successor to the
\nCompany or which may issue securities in exchange for Shares upon the
\nReorganization becoming effective, may offer any Participant in writing the
\nopportunity to obtain the securities into which the Shares are changed or are
\nconvertible or exchangeable, on a basis proportionate to the number of
\nunsatisfied Performance Units held by such Participant or some other appropriate
\nbasis, or some other property. If a Participant accepts such offer, he or she
\nshall be deemed to have released his or her rights relating to the Performance
\nUnits and such Units shall be deemed to have terminated.<\/p>\n

10.2 The Company may specify in any notice or offer made under section 10.1,
\nthat, if for any reason, the Reorganization is not completed, the Company may
\nrevoke such notice or<\/p>\n

11<\/p>\n

\n

<\/p>\n

offer. The Company may exercise such right by further notice in writing to
\nthe Participant and the Unit shall thereafter continue to be allocated to the
\nParticipant in accordance with its terms.<\/p>\n

10.3 Subsections (a) and (b) of section 10.1 are intended to be permissive
\nand may be utilized independently or successively or in combination or
\notherwise, and nothing therein contained shall be construed as limiting or
\naffecting the ability of the Company to deal with Units in any other manner.\n<\/p>\n

12<\/p>\n

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