MORNEAU SHEPELL INC. AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN

Transcription

1 MORNEAU SHEPELL INC. AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN January 1, 2011 Amended and Restated on March 2, 2017

2 MORNEAU SHEPELL INC. AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN SECTION 1 INTRODUCTION 1.1 Purpose The purpose of the Morneau Shepell Inc. Amended and Restated 2011 Long Term Incentive Plan is to promote a greater alignment of interests between Employees and Directors of the Corporation and the shareholders of the Corporation. This Plan was originally adopted on January 1, 2011 and is amended and restated on March 2, Definitions For the purposes of the Plan, the following terms have the following meanings: Administrator means the Secretary of the Corporation, or such other officer(s) of the Corporation designated by the Committee from time to time; Affiliate means with respect to any corporation, any other corporation or partnership directly or indirectly controlling, controlled by or under common control with such corporation; Annual Board Fees means the annual retainer which a Director is entitled to receive in a financial year for service on the Board, provided the Director is not an Employee, including the annual retainer which a Director is entitled to receive for service as chair of the Board or as chair of any of the Board s committees, and all fees for attending meetings of the Board or any Committee thereof; Beneficiary means any person designated by the Participant by written instrument filed with the Administrator to receive any amount payable under the Plan in the event of a Participant s death or, failing any such designation, the Participant s estate; Blackout Period means the period imposed by the Corporation, during which specified individuals, including insiders of the Corporation, may not trade in the Corporation s securities; Board means the Board of Directors of the Corporation; Bonus Remuneration means all bonus compensation payable to a Participant by a Participating Company in respect of the services provided to such Participating Company by the Participant; Bonus Retirement DSU has the meaning ascribed to that term in Section 3.4;

3 - 2 - Bonus RSU has the meaning ascribed to that term in Section 3.4; Business Day means any day, other than a Saturday or a Sunday, on which the TSX is open for trading; Change of Control means any : sale, disposition, assignment, reorganization, amalgamation, merger or other transaction, or series of related transactions, as a result of which an Entity or group of Entities unrelated to the Corporation or any of its subsidiaries acting jointly or in concert, or Entities associated or affiliated with any such Entity or group within the meaning of the Securities Act, becomes the legal or beneficial owner, directly or indirectly, of more than 50% of the Shares (on a fully diluted basis) or exercises control or direction over more than 50% of the Shares (on a fully diluted basis) and holders of Shares prior to such acquisition hold less than 50% of the Shares (on a fully diluted basis) following such acquisition. For greater certainty, a transaction that constitutes an internal reorganization of the Corporation shall not constitute a Change of Control under the Plan so long as holders of Shares prior to such reorganization continue to hold 50% or more of the equity securities of the successor entity following completion of the reorganization;; or sale, transfer or other disposition of all or substantially all of the Corporation s assets (on a consolidated basis). For greater certainty, a transaction that constitutes an internal reorganization of the Corporation shall not constitute a Change of Control under the Plan so long as holders of Shares prior to such reorganization continue to hold 50% or more of the equity securities of the successor entity following completion of the reorganization; Code means the Internal Revenue Code of 1986, as amended and the Treasury Regulations ( Regulations ) promulgated thereunder; Committee means the compensation, nominating and corporate governance committeehuman Resources Committee of the Board; Corporation means Morneau Shepell Inc., and includes any successor corporation thereto; Director means an individual who is a director of the Corporation; Employee means an employee of a Participating Company; Entity means a natural person, corporation, body corporate, limited liability company, unlimited liability company, partnership, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning;

4 - 3 - Fair Market Value means the fair market value of a Share which shall be equal to volume weighted average trading price of a Share on the TSX (or, if such Shares are not then listed and posted for trading on the TSX, on such other stock exchange on which such Shares are listed and posted for trading as may be selected for such purpose by the Committee) for the five Business Days on which Shares traded on such exchange preceding the applicable date; provided that in the event that Shares are not listed and posted for trading on any stock exchange, the Fair Market Value of a Share shall be the fair market value of a Share as determined by the Board in its sole discretion, which will take into account conformity with Section 1.409A - 1(iv)(B) of the Regulations; Filing Date has the meaning ascribed to that term in Section 7.1; Grant Date means in the case of RSUs and Retirement DSUs which an Employee may elect to receive under Section 3.4, the Business Day on which the Bonus Remuneration would be payable if an election had not been made in respect of such remuneration in accordance with Section 3.4, in the case of Post-Retirement DSUs which a Director may elect to receive, the Business Day on which the Annual Board Fees would be payable if an election had not been made in respect of such retainer in accordance with Section 6.1, and (c) in the case of Retirement DSUs and Post-Retirement DSUs granted at the discretion of the Committee, the date the Committee establishes as the effective grant date which may be no earlier than the date the Committee resolves to grant such LTIP Units; insiders means reporting insiders as defined in National Instrument Insider Reporting Requirements and Exemptions; LTIP Account has the meaning ascribed to it in Section 3.2; LTIP Units means, collectively, RSUs, Retirement DSUs and Post-Retirement DSUs; Normal Retirement means retirement of a Participant at the age of 55 or older; Notice of Redemption means a notice of redemption of LTIP Units delivered by a Participant to the Administrator in the form attached hereto as Schedule D or such other form as the Administrator may accept from time to time; Participant an Employee or Director to whom LTIP Units have been granted under this Plan; Participating Company means the Corporation or any Affiliate of the Corporation; Plan means thethis Morneau Shepell Inc. Amended and Restated 2011 Long Term Incentive Plan, as the same may be amended from time to time; Post-Retirement DSUs has the meaning set out in Section 3.1; Redemption Date means the date on which a Notice of Redemption is filed or deemed to be filed by a Participant with the Administrator;

5 - 4 - Retirement DSUs has the meaning set out in Section 3.1; RSUs has the meaning set out in Section 3.1; Securities Act means the Securities Act (Ontario) as it may be amended from time to time; Separation from Service means, with respect to a U.S. Participant, any event that may qualify as a separation from service under Regulation Section 1.409A-1(h). A U.S. Participant shall be deemed to have separated from service if he dies, retires, or otherwise has a termination of employment as defined under Regulation Section 1.409A-1(h); Share means a common share of the Corporation; Termination Date means the date on which a Participant ceases to hold any position with any Participating Company for any reason whatsoever and does not include any period of statutory or reasonable notice or any period of deemed employment or salary continuance; TSX means the Toronto Stock Exchange; U.S. Participant means, any Participant who is a United States citizen or United States resident alien as defined for purposes of Code Section 7701(1)(A) or whose award is subject to taxation by the United States; and Vesting Date means the date that an LTIP Unit vests pursuant to the terms of the Plan. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders. 1.3 Effective Date The Plan will becomebecame effective on January 1, Elections to receive LTIP Units with respect to the 2011 fiscal year shall bewere made prior to December 31, Effective as of March 2, 2017, no further LTIP Units shall be awarded pursuant to this Plan (except as contemplated by Sections 8.1 and 8.2, if applicable), provided that if the Corporation s shareholders do not approve the Corporation s new 2017 Long Term Incentive Plan at the annual and special meeting of shareholders scheduled for May 2017, then the Corporation may continue to grant LTIP Units under this Plan. Unless otherwise agreed by a Participant in writing, any LTIP Units outstanding on March 2, 2017 shall continue to be governed by this Plan. 1.4 Administration Subject to the Committee reporting to the Board in accordance with the terms of the Committee s mandate, the Plan will be administered by the Committee which has the sole and absolute discretion to: (i) interpret and administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; and (iii) make any other determinations that the Committee

6 - 5 - deems necessary or desirable for the administration of the Plan. The Committee may delegate the administration of the Plan as it may determine in its discretion, provided that it may not delegate the authority to grant LTIP Units except as described in the next paragraph. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Participant. With respect to U.S. Participants, the Plan is intended to be administered in compliance with Code Section 409A and any other guidance promulgated thereunder and construed and interpreted in accordance therewith. The Committee may establish a pool of LTIP Units each year for the Chief Executive Officer of the Corporation to allocate among Employees whose compensation is not determined by the Committee; provided that such LTIP Units shall only be considered granted under the Plan upon the Committee ratifying such allocation. 1.5 Governing Law The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. SECTION 2 SHARES AND ELIGIBILITY 2.1 Maximum Number of Shares to be Issued Under the Plan The maximum number of Shares issuable pursuant to LTIP Units outstanding at any time under this Plan, together with any and the Corporation s 2017 Long Term Incentive Plan (as they may be amended or restated from time to time) shall not exceed 5.9% of the aggregate number of Shares outstanding from time to time on a non-diluted basis, provided that the number of Shares issued or issuable pursuant to anyunder this Plan and all other equity-security based compensation plans of the Corporation or its Subsidiaries,subsidiaries shall not exceed 107.9% of the aggregate number of Shares outstanding from time to time on a non-diluted basis, subject to adjustment set forth in Section 8.1 herein, and further subject to applicable rules and regulations of all regulatory authorities to which the Corporation is subject. ThisThese prescribed maximummaximums may be subsequently increasedchanged to any specified amount, provided the change is authorized by a vote of the shareholders of the Corporation. Every three years (or such other time period as required by the rules of the TSX) after adoption, all unallocated entitlements under this Plan must be approved by a majority of (i) the Directors and (ii) the shareholders of the Corporation. The 10% maximum5.9% and 7.9% maximums set out in Section 2.1 is anare evergreen provisionprovisions such that if any LTIP Units granted under this Plan (or similar awards under any other equity-based compensation of the Corporation or its Subsidiaries) are terminated or are cancelled for any reason

7 - 6 - without the Shares issuable thereunder having been issued in full or if any Shares are issued pursuant to any LTIP Units granted under this Plan (or similar awards under any other equity-based compensation of the Corporation or its Subsidiaries), any such Shares shall be available for the purposes of further LTIP Unit grants under this Plan. 2.2 Shares Not Deducted from Reserve Any Share which is subject to an LTIP Unit which has been granted under the Plan and which LTIP Unit for any reason is cancelled or terminated without having been redeemed shall again be available for grants under the Plan. 2.3 No Fractions No fractional Shares may be issued under the Plan. If as a result of any adjustment under Section 8.1 hereof, the Participant would become entitled to a fractional Share, he or she shall have the right to only the lower whole number of Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded. Notwithstanding the foregoing, fractional LTIP Units may be granted. 2.4 Eligibility LTIP Units may be granted only to Employees and Directors, provided that participation in this Plan must be voluntary. In determining the Employees and Directors to whom LTIP Units should be granted and the number and type of LTIP Units to be covered by each grant, the Committee may take into account such factors as it shall determine in its absolute discretion including, if so determined by the Committee, any one or more of the following factors: (c) (d) the duties, responsibilities, position and seniority of the Participant; recommendations of management as to the appropriate allocations of LTIP Units to eligible Participants; the individual contributions and potential contributions of the Participant to the success of the Corporation and its Affiliates; and such other factors as the Committee shall deem relevant in its sole discretion in connection with accomplishing the purposes of this Plan. If any Employee or Director refuses to accept a grant of LTIP Units as awarded by the Committee or the refuses to accept the terms and conditions of this Plan, such Employee or Director shall have no entitlement to cash or any alternate form of compensation whatsoever in lieu of such grant. 2.5 Insider Participation Limits In no event shall any LTIP Units be granted pursuant to this Plan if the redemption thereof could result, at any time, in:

8 - 7 - the aggregate of the number of Shares issuable to insiders (as defined in the Securities Act) of the Corporation at any time under the Plan and under all other share compensation arrangements of the Corporation, exceeding 10% of the number of the Shares issued and outstanding immediately prior to such redemption; or the aggregate of the number of Shares issued to insiders (as defined in the Securities Act) of the Corporation within a one-year period under the Plan and under all other share compensation arrangements of the Corporation, exceeding 10% of the number of the Shares issued and outstanding immediately prior to such redemption. 2.6 Non-Employee Director Limits The aggregate number of LTIP Units that may be granted pursuant to this Plan to Directors who are not Employees within any one-year period under the Plan shall not exceed the lesser of 1% of the number of Shares issued and outstanding to the Directors who are not Employees as a group, and $100,000 per Director who is not an Employee (assuming each LTIP Unit granted has a value equal to the Fair Market Value of an equivalent number of Shares on the Grant Date). 2.7 Grant Date During a Blackout Period In the event that the approval date for LTIP Units falls within a Blackout Period, the effective Grant Date for such LTIP Units will be no earlier than six Business Days after the date on which the Blackout Period ends, and the Fair Market Value with respect to such LTIP Units shall be calculated based on the five Business Days preceding the effective Grant Date. SECTION 3 LTIP UNITS 3.1 Types of LTIP Units Three types of LTIP Units may be granted under this Plan: (c) RSUs means restricted share units which are redeemable for cash or Shares (at the election of the Corporation) and which generally vest and become redeemable three years after the date of grant, as further described in Section 4; Retirement DSUs means deferred share units which are redeemable for cash or Shares (at the election of the Corporation) and which generally vest three years after the date of grant and become redeemable only upon termination of employment, as further described in Section 5; and Post-Retirement DSUs means deferred share units which are redeemable for Shares issued from treasury and which vest at such times as determined by the Committee.

9 LTIP Accounts An account, to be known as a LTIP Account, shall be maintained by the Corporation for each Participant and will show the number and type of LTIP Units credited to a Participant from time to time. 3.3 Grant Confirmation Each grant of an LTIP Unit shall be confirmed in writing in the form set out on Schedule A or such other form as the Committee may determine from time to time. 3.4 Elections to Receive Bonus Remuneration in the Form of LTIP Units In addition to discretionary grants of RSUs and Retirement DSUs by the Committee, at the discretion of the Committee, Employees may be provided the ability to elect to receive Bonus Remuneration in the form of RSUs and/or Retirement DSUs (such RSUs and Retirement DSUs to be called, respectively, Bonus RSUs and Bonus Retirement DSUs ). In the event that the Committee permits such elections, a Participant who is an Employee may complete and deliver to the Administrator a duly completed election in the form attached hereto as Schedule B, as amended from time to time, by no later than April 30 in the fiscal year in respect of which the Bonus Remuneration is earned. The Participant s written election shall designate the percentage of the Bonus Remuneration for the applicable fiscal year that is to be received in the form of Bonus Retirement DSUs and/or Bonus RSUs, subject to any policies relating to share ownership requirements or other matters as may be imposed by the Committee. A Participant shall only file one election in respect of the Bonus Remuneration payable in respect of any fiscal year and the election shall be irrevocable for that fiscal year. If no election is made in respect of a fiscal year, the Participant shall be deemed to have elected to receive the Bonus Remuneration for the applicable fiscal year in cash. Delivery of an election form shall constitute acceptance by the Participant of all terms and conditions of the Plan. SECTION 4 RESTRICTED SHARE UNITS 4.1 Grant of RSUs RSUs may be granted at the discretion of the Committee or in connection with an election filed by an Employee pursuant to Section 3.4. Each RSU shall be redeemable, at the election of the Corporation, for either one Share or a cash payment equal to the Fair Market Value of one Share as calculated on the Redemption Date, as described in Section Payment of Bonus Remuneration The number of RSUs subject to any grant or election shall be credited as RSUs to the Participant s LTIP Account on the applicable Grant Date. The number of Bonus RSUs (including fractional RSUs calculated to two decimal places) to be credited on the Grant Date upon an election contemplated in Section 3.4 shall be determined by dividing the amount of the Bonus Remuneration to be received in Bonus RSUs by the Fair Market Value of a Share determined as at the Grant Date.

10 Vesting Unless an earlier date is otherwise determined by the Committee, either at the time of grant of ana RSU or at any time thereafter, the Vesting Date for ana RSU shall be: the same as the Grant Date in the case of a Bonus RSU granted in connection with an election filed by an Employee pursuant to Section 3.4; and December 15 of the third calendar year after the end of the fiscal year in respect of which the RSU was granted in the case of ana RSU granted at the discretion of the Committee. 4.4 Redemption of RSUs On or after the Vesting Date, but in any event by not later than December 31 of the of the third calendar year after the end of the fiscal year in respect of which the RSU was granted (the RSU Outside Date ), a Participant may redeem his or her RSUs by completing and delivering to the Administrator a duly completed Notice of Redemption by no later than 15 days prior to the RSU Outside Date. As soon as practicable following the Redemption Date (but in any event prior to the RSU Outside Date), each RSU shall be redeemed by the Corporation for either (at the election of the Corporation): one Share; or an amount in cash equal to the Fair Market Value of one Share as calculated on the Redemption Date. If a Participant fails to complete and deliver a Notice of Redemption 15 days prior to the RSU Outside Date, such Participant shall be deemed to have elected to redeem each RSU for one Share on the RSU Outside Date. In the case of Bonus RSUs only (but not for Bonus RSUs held by U.S. Participants), at any time on or after the Vesting Date the Participant may deliver a request in writingduly completed Notice of Redemption to the Administrator by no later than 15 days prior to the RSU Outside Date to have such Bonus RSUs redeemed, at which time the Corporation shall redeem such Bonus RSUs within 10 days of receiving such request (but in any event no later than the RSU Outside Date). Absent any such request, the Bonus RSUs will be redeemed by the Corporation on or prior to the RSU Outside Date. On redemption, the Corporation shall deliver to a Participant (or, where the Participant has died, his or her Beneficiary) the applicable number of Shares or a cheque or direct deposit, net of applicable deductions and withholding. Notwithstanding the foregoing, if an RSU would otherwise be redeemeda RSU s Redemption Date occurs during a Blackout Period, the redemptionredemption Date of such RSU shall automatically be extended until 10 dayssix Business Days after the end of the Blackout Period (but in no event later than the RSU Outside Date) and such date shall be considered the Redemption Date.

11 Notwithstanding the foregoing, with respect to U.S. Participants, redemptionthe Redemption Date of RSUs willmust occur only either in the third calendar year after the end of the fiscal year in respect of which the RSU was granted or, if earlier, on the 30th day following the U.S. Participant s Separation from Service. SECTION 5 RETIREMENT DEFERRED SHARE UNITS 5.1 Grant of Retirement DSUs Retirement DSUs may be granted at the discretion of the Committee or in connection with an election filed by an Employee pursuant to Section 3.4. Each Retirement DSU shall be redeemable, at the election of the Corporation, for either one Share or a cash payment equal to the Fair Market Value of one Share calculated on the Redemption Date, as described in Section Payment of Bonus Remuneration The number of Retirement DSUs subject to any grant or election shall be credited as Retirement DSUs to the Participant s LTIP Account on the applicable Grant Date. The number of Retirement DSUs (including fractional Retirement DSUs calculated to two decimal places) to be credited on the Grant Date upon an election as contemplated by Section 3.4 shall be determined by dividing the amount of the Bonus Remuneration to be received in Retirement DSUs by the Fair Market Value of a Share determined as at the Grant Date. 5.3 Vesting Unless otherwise determined by the Committee, either at the time of grant of a Retirement DSU or at any time thereafter, the Vesting Date for a Retirement DSU shall be: the same as the Grant Date in the case of a Bonus Retirement DSU granted in connection with an election filed by an Employee pursuant to Section 3.4; and the third anniversary of its Grant Date granted in the case of a Retirement DSU granted at the discretion of the Committee. 5.4 Redemption of Retirement DSUs Each Retirement DSU that has vested shall be redeemed by the CorporationOn or after the Vesting Date, but in any event no earlier than the Participant s Termination Date and no later than December 31 of the year following the Participant s Termination Date (the Retirement DSU Outside Date ), a Participant may redeem his or her Retirement DSUs by completing and delivering to the Administrator a duly completed Notice of Redemption by no later than 15 days prior to the Retirement DSU Outside Date. As soon as practicable following the Redemption Date (but in any event prior to the Retirement DSU Outside Date), each Retirement DSU shall be redeemed by the Corporation for either (at the election of the Corporation): one Share; or

12 an amount in cash equal to the Fair Market Value of one Share calculated on the Redemption Date. On redemption, the Corporation shall deliver to a Participant (or, where the Participant has died, his or her Beneficiary) the applicable number of Shares or a cheque or direct deposit, net of applicable deductions and withholdings. Notwithstanding the foregoing, if a Retirement DSU would otherwise be redeemed s Redemption Date occurs during a Blackout Period, the redemptionredemption Date of such Retirement DSU shall automatically be extended until 10 dayssix Business Days after the end of the Blackout Period (but in no event later than the Retirement DSU Outside Date), and such date shall be considered the Redemption Date. Notwithstanding the foregoing, with respect to U.S. Participants, redemptionredemption Date of Retirement DSUs willmust be made on the 30th day following the U.S. Participant s Separation from Service and further provided that the U.S. Participant will not have the right to designate the taxable year of redemption. SECTION 6 POST-RETIREMENT DEFERRED SHARE UNITS 6.1 Grant of Post-Retirement DSUs The Committee shall have the right to grant, in its sole and absolute discretion, Post-Retirement DSUs to any Participant, subject to the terms of this Plan and with such provisions and restrictions as the Committee may determine. In addition, the Committee may choose to permit Directors to elect to receive Annual Board Fees in the form of Post-Retirement DSUs as described in Section Method of Electing Post-Retirement DSUs for Directors At the discretion of the Committee, Participants who are Directors may elect to receive all or a portion of their Annual Board Fees in the form of Post-Retirement DSUs by completing and delivering to the Administrator a duly completed election in the form attached hereto as Schedule C, as amended from time to time, by no later than the last day of the Corporation s fiscal year with respect to the Annual Board Fees for the following fiscal year, provided that for any Director who becomes a Participant during a subsequent fiscal year, elections shall be made as soon as practicable but in any event not later than 30 days after becoming a Participant (and in the case of Directors who are U.S. Participants, such election may only relate to Annual Board Fees not yet earned at the date of such election). Elections for a fiscal year shall be irrevocable with respect to such fiscal year and shall remain in effect for subsequent fiscal years unless the Participant otherwise provides written notice to the Corporation prior to the commencement of any subsequent fiscal year. Delivery of a written election form shall constitute acceptance by the Participant of all terms and conditions of the Plan. If a Participant elects to receive all of a portion of his or her Annual Board Fees in the form of Post-Retirement DSUs under this Plan, such Participant will be credited on each date on which the Annual Board Fees would be payable if an election had not been made in respect of such retainer, or on such other date as the

13 Committee may determine, for the amount that would otherwise be paid in cash on such date, the number of Post-Retirement DSUs calculated in accordance with Section Number of Post-Retirement DSUs Subject to Director Election The number of DSUs to be credited to the LTIP Account of a Director who is a Participant and who elected to receive Post-Retirement DSUs will be calculated by dividing the dollar amount of the amount elected to be received as Post-Retirement DSUs on a Grant Date by the Fair Market Value of a Share on such date. 6.4 Vesting Unless otherwise determined by the Committee, either at the time of grant of a Post-Retirement DSU or any time thereafter, the Vesting Date of each Post-Retirement DSU shall be the same as the Grant Date in the case of a Post-Retirement DSU granted in connection with an election filed by a Director pursuant to Sections 6.2 and 6.3; and the third anniversary of the Grant Date for all other Post-Retirement DSUs. The term of a Post-Retirement DSU may not exceed five years following the date a Participant ceases to be an Employee or a Director; provided that, if a Post-Retirement DSU would otherwise expire during a Blackout Period, the term of such Post-Retirement DSU shall automatically be extended until 10 days after the end of the Blackout Period. 6.5 Redemption of Post-Retirement DSUs At any time after its applicable Vesting Date until its expiry date, a Post-Retirement DSU may be redeemed at the option of the Participant (other than U.S. Participants). At any time when the Shares are listed and posted for trading on the TSX, a Participant may request (a Surrender Request ) upon redeeming Post-Retirement DSUs which have vested, subject to the consent of the Corporation, that the Corporation pay an amount in cash equal to the aggregate Fair Market Value of the Shares on the Business Day immediately preceding the date such Surrender Request is delivered) (the Settlement Amount ) in consideration for the surrender by the Participant to the Corporation of the right to receive Shares under such Post-Retirement DSUs. Following delivery of the Surrender Request and the acceptance thereof by the Corporation (at its discretion), the Corporation shall make a direct deposit or cause a cheque to be issued payable to the Participant (or as the Participant may direct) in the Settlement Amount (net of applicable deductions and withholdings) and made available for pick up by the Participant or sent by pre-paid mail or delivered to the Participant within five days of receipt of a Surrender Request from a Participant. If the Corporation refuses to consent to a Surrender Request on the redemption of a Post-Retirement DSU, the Corporation shall issue from treasury one Share for each such Post-Retirement DSU being redeemed within 10 days of receipt of a notice of redemption or Surrender Request from a Participant, net of applicable deductions and withholdings.

14 In the case of U.S. Participants, a Post-Retirement DSU may only be redeemed on the earlier of a fixed date determined on the Grant Date, or within 30 days after Separation from Service. SECTION 7 TERMINATION OF SERVICE 7.1 Termination of Service On a Participant s Termination Date arising for any reason other than as a result of Normal Retirement (in the case of Post-Retirement DSUs only), the death of the Participant or termination of the Participant for cause, the Participant may require the redemption of all vested LTIP Units credited to the Participant s LTIP Account (and in the case of termination without cause, any LTIP Units that vest during the notice period of such termination) by filing with the Administrator, a duly completed noticenotice of redemptionredemption of the vested LTIP Units in the form attached as Schedule D, as amended from time to time, on or before December 15 of the first calendar year commencing after the year in which the Participant s Termination Date occurs. If the Participant fails to file a notice of redemption of the vested LTIP Units on or before such December 15, the Participant shall be deemed to have filed with the Administrator a notice of redemption on such December 15. Subject to Section 7.2, the date on which a notice of redemption is filed or deemed to be filed with the Administrator is the Filing Date. On receipt or deemed receipt of a notice of redemption, the Corporation shall, in the case of RSUs or Retirement DSUs, in its absolute discretion either: (i) issue one Share to the Participant for each vested LTIP Unit credited to the Participant s DSU account as of the Filing Date (and in the case of termination without cause, any LTIP Units that vest during the notice period of such termination); or (ii) make a cash payment to the Participant equal to the number of vested LTIP Units credited to the Participant s LTIP Account as of the Filing Date (and in the case of termination without cause, any LTIP Units that vest during the notice period of such termination) multiplied by the Fair Market Value of a Share on the Filing Date. In the case of redemption of Post-Retirement DSUs, the Corporation shall issue one Share to the Participant for each vested Post-Retirement DSU credited to the Participant s LTIP Account (and in the case of termination without cause, any LTIP Units that vest during the notice period of such termination) as of the Filing Date. Within seven Business Days following the Filing Date, the Corporation shall deliver such Shares or make such cash payment to the Participant. Notwithstanding the foregoing, all RSUs which have vested as of a Participant s Termination Date must be redeemed by not later than December 31 of the of the third calendar year after the end of the fiscal year in respect of which the RSU was granted. Except as specifically provided in Sections 7.2 and 7.3, all unvested LTIP Units shall terminate on the Participant s Termination Date. Upon termination of a Participant for cause, all vested LTIP Units shall terminate on the Participant s Termination Date and the Participant will have no right to receive any LTIP Units or entitlements under this Plan whatsoever. Notwithstanding anything to the contrary, in this Section 7.1, the Filing Date for U.S. Participants will, in all cases, be deemed to be the 30th day following the day on which the U.S. Participant s Separation from Service occurs and all vested LTIP Units will be redeemed on that deemed Filing Date (except in the event of termination for cause in which case all vested LTIP

15 Units shall terminate) and all unvested LTIP Units will be forfeited, automatically expire and be of no further force or effect. 7.2 Death of Participant In the event that the Participant s Termination Date arises as a result of the death of a Participant, the Corporation shall, within 90 days of the Participant s death, in the case of RSUs and Retirement DSUs, in its absolute discretion either: (i) issue one Share to the Participant s Beneficiary for each LTIP Unit, whether vested or not, credited to the Participant s LTIP Account as of the date of death; or (ii) make a cash payment to the Participant s Beneficiary equal to the number of LTIP Units, whether vested or not, credited to the Participant s LTIP Account on the date of death multiplied by the Fair Market Value of a Share on the day immediately preceding the date of payment. In the case of redemption of Post-Retirement DSUs, the Corporation shall issue one Share to the Participant for each Post-Retirement DSU, whether vested or not, credited to the Participant s LTIP Account as of the Filing Date. 7.3 Normal Retirement Treatment of Post-Retirement DSUs With respect to Post-Retirement DSUs only, in the event that the Participant s Termination Date arises as a result of the Normal Retirement, all of such Participant s Post-Retirement DSUs shall remain outstanding and once vested (which may be after the date of such Participant s Normal Retirement) may be redeemed by the Participant in accordance with Section 6.5; provided that if such Participant subsequently becomes an employee, partner or director of, investor in, or lender to, a business that competes with the Corporation or its Affiliates (other than an investment of up to 2% of an entity that is listed on a stock exchange) (a Competing Activity ), then the date that such Participant commences such Competing Activity shall be deemed to be his or her Termination Date and the provisions of Section 7.1 shall apply as of that date to any Post-Retirement DSUs which have vested as of such date and all unvested Post-Retirement DSUs as of such date shall terminate. 7.4 Six-Month Delay Rule U.S. Participants If at the time of Separation from Service, the Corporation s shares are publicly traded on an established securities market or otherwise, each U.S. Participant who is a specified employee of the Corporation within the meaning of Code Section 409A(2)(B)(i) and Regulation Section 1.409A-1(i), shall not receive any payment under the Plan that is made on account of the U.S. Participant s Separation from Service until the first day of the seventh month following the date of such Participant s Separation from Service (or, if earlier, the date of death). 7.5 Change of Control Upon the public announcement of any proposed Change of Control of the Corporation or the entry into an agreement relating to a transaction which, if completed, would result in such a Change of Control: the Committee shall have the authority to choose to accelerate the Vesting Date for any or all LTIP Units that have not yet vested, conditional upon the completion of the Change of Control. The Committee shall provide notice to

16 Participants of any Change of Control transaction as soon as practicable, and shall use reasonable efforts to permit Participants (other than U.S. Participants) to conditionally redeem RSUs and Post-Retirement DSUs to participate in such a transaction. In the event that the vesting of any LTIP Units is accelerated in connection with a Change of Control as described above, any LTIP Units not redeemed upon the completion of such Change of Control will, as determined by the Committee, automatically expire and be of no further force or effect upon the completion of such Change of Control; and to the extent that the Change of Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the capital of the Corporation and LTIP Units may remain outstanding after such transaction is completed, the Committee shall make adequate provisions to ensure that, upon completion of the proposed Change of Control, the number of LTIP Units outstanding under the Plan and/or determination of Fair Market Value of a Share shall be appropriately adjusted in such manner as the Committee considers equitable, in its discretion, to prevent substantial dilution or enlargement of the rights granted to the holders of LTIP Units. Notwithstanding the provisions of Section 7.1, in the event that a Participant is terminated without cause within 12 months following a Change of Control, all Deferred Shares Units held by such Participant at the closing of the Change of Control shall vest and be redeemed by the Corporation (or its successor) immediately on such Participant s Termination Date. SECTION 8 GENERAL 8.1 Capital Adjustments In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than cash dividends) of the Corporation s or the Corporation s assets to security holders, or any other change in the capital of the Corporation or the Corporation affecting Shares, the Committee will make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change, with respect to the number of LTIP Units outstanding under the Plan. 8.2 Dividends and Distributions At the time that LTIP Units are granted, the Committee shall determine: whether or not such LTIP Units are entitled to any cash payments or credits for dividends or distributions paid on the Shares; and in the event the Committee determines to make cash payments or credits for dividends or distributions paid on the Shares, whether Participants will receive: (i) cash; or

17 (ii) credits to the Participant s LTIP Account as described below. If the Committee determines that cash shall be paid or amounts credited in additional LTIP Units, such payment or credit will occur only once in each year on the anniversary of the Participant s Grant Date (the Anniversary Date ). Adjustments shall be made in all cases for any LTIP Units which are cancelled during the course of any year prior to an applicable Anniversary Date. Cash payment amounts shall be determined by dividing the aggregate cash distributions or dividends that would have been paid to such Participant if the LTIP Units in the Participant s LTIP Account for the year preceding the Anniversary Date had been Shares. In respect of credits, additional LTIP Units (of the applicable type) will be credited to the Participant s LTIP Account on the Anniversary Date. The number of such additional LTIP Units (including fractional LTIP Units calculated to two decimal places) to be credited shall be determined by dividing the aggregate cash distributions or dividends that would have been paid to such Participant if the LTIP Units in the Participant s LTIP Account for the year preceding the Anniversary Date had been Shares by the Fair Market Value of a Share on the Anniversary Date. LTIP Units granted to a Participant under this Section 8.2 shall be subject to the same vesting and other terms as the LTIP Units to which they relate. With respect to LTIP Units granted to U.S. Participants, the Committee must determine and declare its decisions under both paragraphs 8.2 and 8.2 above at the time the LTIP Unit is granted and, if it is determined that cash payments or credits for dividends or distributions paid on the Shares will be paid in cash, such payment will be made within 90 days from the date on which the dividends or distributions are paid on the Shares. 8.3 Claw-Back Provision If the Committee determines that a Participant engaged in an act of embezzlement, fraud, breach of fiduciary duty or any other misconduct which constitutes just cause for dismissal during the Participant s employment or term as a Director that significantly contributed to an obligation to restate the Corporation s financial statements (whether required by law, accounting principles, regulatory policy or settlement with regulators having jurisdiction over the Corporation), that Participant may be required to return any outstanding unredeemed LTIP Units for cancellation, and repay the proceeds resulting from any sale or other disposition of Shares issued or issuable upon redemption of an LTIP Unit or any cash received on redemption of an LTIP Unit, if the sale, disposition or receipt of cash occurred during the three year period following the first public issuance or filing with the Ontario Securities Commission (or its successor(s)) of the financial statements required to be restated. The term proceeds means, with respect to any sale or other disposition of Shares issued or issuable upon redemption of an LTIP Unit, an amount determined appropriate (on an after-tax basis taking into account any tax recoupment possible after the claw-back) by the Committee to reflect the effect of the restatement on the Corporation s financial statements, up to: an amount equal to the number of Shares received on redemption of an LTIP Unit which are sold or disposed of, multiplied by the Fair Market Value of a Share the time of such sale or disposition; or

18 in the case of a redemption of an LTIP Unit for cash, the total amount received by the Participant in cash. The Committee may, in determining the appropriate amount of the claw-back referred to above, take into account penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities. The Committee s power to determine the appropriate punishment fortreatment of the Participant is in addition to, and not in replacement of, any remedies which may be imposed by such entities and any other remedies available to the Corporation or its Affiliates. The amounts which may be clawed-back under this section are a reasonable pre-estimate of the damages which would be suffered by the Corporation in the event of the misconduct described above by a Participant and shall not be construed as a penalty. If any court or arbitrator determines that any provision contained in this Section 8.3 is unenforceable because of the duration of the provision or for any other reason, the duration or scope of the provision, as the case may be, shall be reduced so that the provision becomes enforceable and, in its reduced form, the provision shall then be enforceable and shall be enforced. 8.4 No Acceleration U.S. Participants With respect to U.S. Participants, the acceleration of the time or schedule of any payment due under the Plan is prohibited except as provided in Regulation Section 1.409A-3(j)(4) and administrative guidance promulgated under Code Section 409A. 8.5 Non-Exclusivity Nothing contained herein will prevent the Committee or the Corporation from adopting other or additional compensation arrangements for the benefit of any Participant, subject to any required regulatory or shareholder approval. 8.6 Unfunded Plan Neither the establishment of the Plan, the crediting of LTIP Units or the setting aside of any funds by the Corporation (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan shall remain in the Corporation and no Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of the Corporation present or future. Amounts payable to any Participant under the Plan shall be a general, unsecured obligation of the Corporation. The right of the Participant to receive payment pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Corporation. 8.7 Successors and Assigns The Plan shall be binding on all successors and assigns of the Corporation and each Participant, including without limitation, the legal representative of a Participant, and any receiver or trustee in bankruptcy or representative of the creditors of the Corporation or a Participant.

19 Transferability of LTIP Units Subject to Section 7.2, the right to receive Shares and/or cash pursuant to LTIP Units granted to a Participant may only be redeemed by such Participant personally. Except as otherwise provided in this Plan, no assignment, sale, transfer, pledge or charge of an LTIP Units, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such LTIP Units whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such LTIP Units shall terminate and be of no further force or effect. 8.9 Amendment and Termination The Board may discontinue or amend this Plan or any LTIP Unit at any time without the consent of Participants provided that such amendment shall: (i) (ii) (iii) not adversely alter or impair any LTIP Unit previously granted; be subject to any regulatory approvals including, where required, the approval of the TSX; and be subject to shareholder approval, where required, by law or the requirements of the TSX, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to: (A) (B) (C) amendments of a housekeeping nature ; a change to the vesting or redemption provisions of any LTIP Unit; and a change to the eligible participants of the Plan. (iv) Notwithstanding the foregoing, the following amendments shall require approval by holders of a majority of the Shares (excluding any Shares held directly or indirectly by insiders benefiting directly or indirectly from the proposed amendment): (A) (B) (C) any amendment to remove or exceed the insider participation limits described in Section 2.5 or Section 2.6; any increase in the aggregate number of Shares that may be issued under the Plan as specified in Section 2.1; any amendment to the Plan that increases the length of the period after a Blackout Period during which LTIP Units may be redeemed;

20 (D) (E) any change which would permit LTIP Units to be transferable or assignable, other than as contemplated in Section 8.8; and any amendment to this Section 8.9. (c) If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules adopted by the Committee and in force at the time of termination of the Plan, will continue in effect as long as an LTIP Unit or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Committee may make any amendments to the Plan or the LTIP Units it would be entitled to make if the Plan were still in effect. With the consent of the Participant affected thereby and subject to Section 8.9(iv), the Committee may amend or modify any outstanding LTIP Unit in any manner to the extent that the Committee would have had the authority to initially grant the LTIP Unit as so modified or amended No Special Rights Nothing contained in the Plan or in any LTIP Unit will confer upon any Participant any right to the continuation of the Participant s employment by a Participating Company or interfere in any way with the right of any Participating Company at any time to terminate that employment or to increase or decrease the compensation of the Participant No Liability In no event shall the Corporation, any subsidiary of the Corporation, or the Directors and officers of the CompanyCorporation and its subsidiaries have any liability whatsoever to a Participant for any increase or decrease in the value of the Shares and the inherent value of any LTIP Units Other Employee Benefits The amount of any compensation deemed to be received by a Participant as a result of the redemption of an LTIP Unit will not constitute compensation with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus (other than Bonus Remuneration in respect of which LTIP Units are granted), pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Committee Withholding WhenNotwithstanding anything to the contrary in this Plan, when a Participant or other person becomes entitled to receive Shares and/or cash upon the redemption of an LTIP Unit, the Corporation shall have the right to withhold or require the Participant or such other person to remit to the Corporation an amount sufficient to satisfy any withholding tax requirements relating thereto. Unless otherwise prohibited by the Committee or by applicable law, satisfaction of the withholding tax obligation may be accomplished by any of the following methods or by a combination of such methods: