| (a) | The Board reserves the right, in its sole discretion, to amend, suspend or terminate the Plan or any portion thereof at any time, in accordance with applicable legislation, without obtaining the approval of shareholders. Notwithstanding the foregoing, the Corporation will be required to obtain, in accordance with the provisions of the rules and policies of the Toronto Stock Exchange, the approval of holders of |
a majority of shares present and voting in person or by proxy at a meeting of the shareholders of the Corporation for any amendment related to:
| (i) | the percentage of the issued and outstanding Common Shares available to be granted under the Plan; |
| (ii) | a change in the method of calculation of redemption of Restricted Share Units or settlement of Performance Share Units held by Eligible Persons; |
| (iii) | an extension to the term for redemption of Restricted Share Units or settlement of Performance Share Units held by Eligible Persons; and |
| (iv) | amendments to this Section 8.1 of the Plan. |
| (b) | Unless an Eligible Person otherwise agrees, any amendment to the Plan or Awards shall apply only in respect of Awards granted on or after the date of such amendment. |
| (c) | Without limiting the generality of the foregoing, the Board may make the following amendments to the Plan, without obtaining shareholder approval: |
| (i) | amendments to the terms and conditions of the Plan necessary to ensure that the Plan complies with the applicable regulatory requirements, including the rules of the TSX, in place from time to time; |
| (ii) | amendments to the provisions of the Plan respecting administration of the Plan and eligibility for participation under the Plan; |
| (iii) | amendments to the provisions of the Plan respecting the terms and conditions on which Awards may be granted pursuant to the Plan, including the provisions relating to the payment of Awards; and |
| (iv) | amendments to the Plan that are of a “housekeeping” nature. |
