Amendment
The Incentive Plan contains a formal amendment procedure. The Board may amend certain terms of the Incentive Plan without requiring the approval of the Shareholders, unless specifically required by the TSX. Amendments not requiring Shareholder approval include, without limitation:
| ● | making any amendments to the general vesting provisions of any Award, including accelerating the expiry date of an Award; |
| ● | making any amendments to the general term of any Award, provided that no Award held by an insider may be extended beyond its original expiry date; |
| ● | making any amendments to add covenants or obligations of the Corporation for the protection of participants; |
| ● | amending provisions relating to the administration of the Incentive Plan; |
| ● | making “housekeeping” amendments, such as those necessary to cure errors or ambiguities contained in the Incentive Plan; |
| ● | effecting amendments necessary to comply with the provisions of applicable laws; or |
| ● | making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error. |
Shareholder approval is, however, required to make the following amendments:
| ● | increasing the number of Common Shares issuable under the Incentive Plan; |
| ● | An increase to the limit on the number of Common Shares issued or issuable under the Incentive Plan to insiders of the Corporation; |
| ● | extending the term of any Award beyond the expiry of the original term of the Award (other than as otherwise permitted hereunder in relation to a blackout period or otherwise); |
| ● | reducing the exercise price of an Option awarded to an insider or cancelling and replacing Options awarded to an insider with Options with a lower exercise price; |
| ● | amending the class of Eligible Participants which would have the potential of broadening or increasing participation in the Incentive Plan by insiders; |
| ● | amending the formal amendment procedures of the Incentive Plan; and |
| ● | making any amendments to the Incentive Plan required to be approved by the Shareholders under applicable law. |
