Amendment
The Board may amend the Omnibus Plan or any Award at any time without the consent of the Participants (except as required by the provisions of the Omnibus Plan), provided that any such amendment will not adversely alter or impair the rights of any Participant and is in compliance with applicable law, including the prior approval of the Exchange or, if required, any other regulatory body having authority over the Company.
Unless such approval is required by law or the requirements of the Exchange or any other regulatory body having authority over the Company, the Board may make the following types of amendments to the Omnibus Plan without seeking approval of shareholders:
| (a) | any amendment necessary to comply with applicable law (including taxation laws) or the requirements of the Exchange or any other regulatory body to which the Company is subject; |
| (b) | any amendment of a “housekeeping” nature, including, without limitation, amending the wording of any provision of the Omnibus Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correcting any grammatical or typographical errors, or amending the definitions contained within the Omnibus Plan; or |
| (c) | any amendment regarding the administration or implementation of the Omnibus Plan. |
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Notwithstanding the foregoing, the Board will be required to obtain Shareholder approval, including, if required by the Exchange, Disinterested Shareholder Approval, to make any amendment:
| (a) | to the maximum percentage or number of Common Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Omnibus Plan, including an increase to the maximum percentage of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa, except in the event of an adjustment pursuant to Section 8.1 of the Omnibus Plan; |
| (b) | which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements, except in the event of an adjustment pursuant to Section 8.1 of the Omnibus Plan; provided, however, that, for greater certainty, Disinterested Shareholder Approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider at the time of the proposed amendment; |
| (c) | subject to Section 3.5 of the Omnibus Plan, to the maximum term of any Award; |
| (d) | which extends the Expiry Date of any Award, or the Restriction Period of any Share Unit beyond the original Expiry Date or Restriction Period, except in the event of an extension due to a Blackout Period; |
| (e) | which would permit Awards granted under the Omnibus Plan to be transferable or assignable other than for normal estate settlement purposes as allowed by Section 7.1(6) of the Omnibus Plan; |
| (f) | to the definition of an Eligible Participant under the Omnibus Plan; |
| (g) | that results in a benefit to an Insider, which shall require Disinterested Shareholder Approval, and for further clarity, if the Company cancels any Awards and within three months grants or issues new Awards to the same Person, that is considered an amendment; |
| (h) | to the participation limits set out in Section 2.5 of the Omnibus Plan; or |
| (i) | to Section 8.3 of the Omnibus Plan. |
