Global Crossing Airlines Group Inc.
For the period ended Dec 10, 2025. Filed Oct 28, 2025.
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Dec 10, 2025 · Filed Oct 28, 2025
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Contents
APPENDIX C
PERFORMANCE SHARE UNIT PLAN, AS AMENDED TO DATE
October 18, 2022
| TABLE OF CONTENTS | |||
|---|---|---|---|
| ARTICLE 1 PURPOSE OF THE PLAN | C-1 | ||
| 1.1 | Purpose | C-1 | |
| 1.2 | Definitions | C-1 | |
| ARTICLE 2 ADMINISTRATION OF THE PLAN | C-6 | ||
| 2.1 | Administration of the Plan | C-6 | |
| 2.2 | Recommendations of CEO | C-6 | |
| 2.3 | Compensation Committee | C-6 | |
| 2.4 | Board Authority | C-6 | |
| 2.5 | Further Authorization | C-6 | |
| ARTICLE 3 SHARES SUBJECT TO THE PLAN | C-6 | ||
| 3.1 | Maximum Number of Shares | C-6 | |
| 3.2 | Limitations on PSU Grants | C-6 | |
| ARTICLE 4 GRANTS OF PSUS | C-7 | ||
| 4.1 | Grants of PSUs | C-7 | |
| 4.2 | Terms and Conditions | C-7 | |
| 4.3 | Black-out Periods | C-7 | |
| 4.4 | PSU Agreement | C-7 | |
| 4.5 | Assignability | C-7 | |
| ARTICLE 5 ACCOUNTS | C-7 | ||
| 5.1 | Performance Share Unit Account | C-7 | |
| 5.2 | Cancellation of PSUs | C-8 | |
| ARTICLE 6 VESTING AND REDEMPTION OF PERFORMANCE SHARE UNITS | C-8 | ||
| 6.1 | Vested PSU | C-8 | |
| 6.2 | Vesting | C-8 | |
| 6.3 | Redemption | C-8 | |
| 6.4 | Issuance and Delivery of Shares | C-9 | |
| 6.5 | Fractional Shares | C-9 | |
| ARTICLE 7 TERMINATION OF EMPLOYMENT AND ENGAGEMENT | C-9 | ||
| 7.1 | Death, Disability, Retirement and Termination without Cause | C-9 | |
| 7.2 | Termination Before Target Milestones | C-9 | |
| 7.3 | Termination for Cause | C-10 | |
| 7.4 | US Taxpayers | C-10 | |
| ARTICLE 8 ADJUSTMENT IN SHARES SUBJECT TO THE PLAN | C-10 | ||
| 8.1 | Adjustment in Shares. In the event that: | C-10 | |
| ARTICLE 9 CHANGE IN CONTROL | C-11 | ||
| 9.1 | Change in Control | C-11 | |
| 9.2 | Interpretation | C-11 | |
C-i
| 9.3 | Discretion to Accelerate PSUs | C-12 | |
| 9.4 | Awards Need Not be Treated Identically | C-13 | |
| ARTICLE 10 REGULATORY APPROVAL | C-13 | ||
| 10.1 | Compliance | C-13 | |
| 10.2 | Regulator Requirements | C-13 | |
| ARTICLE 11 MISCELLANEOUS | C-13 | ||
| 11.1 | Black-out Period | C-13 | |
| 11.2 | Rights of Designated Participants | C-13 | |
| 11.3 | No Interest | C-13 | |
| 11.4 | No Dividend Rights | C-14 | |
| 11.5 | No Representations or Warranty | C-14 | |
| 11.6 | Tax Withholding | C-14 | |
| ARTICLE 12 EFFECTIVE DATE, AMENDMENT AND TERMINATION | C-14 | ||
| 12.1 | Effective Date | C-14 | |
| 12.2 | Amendment of Plan | C-14 | |
| 12.3 | Suspension or Termination of Plan | C-15 | |
| 12.4 | Amendments to Outstanding PSUs | C-15 | |
| 12.5 | Canadian Taxpayers | C-15 | |
| SCHEDULE A DESIGNATED PARTICIPANT’S AGREEMENT | C-16 | ||
C-ii
PERFORMANCE SHARE UNIT PLAN
for Designated Participants
effective as of October 18, 2022
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