Common use of Amendment and Termination of Plan Clause in Contracts

Amendment and Termination of Plan. The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however, that without the approval by a majority of the votes cast at a meeting of shareholders at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of shares of Common Stock subject to the Plan or the individual Award limitations specified in Article V, (iii) materially modify the requirements for participation in the Plan, or (iv) amend, modify, terminate or suspend Section 7.8 (repricing prohibition) or this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or any Award from Section 409A of the Code).

Amendment and Termination of Plan. (a) The Plan shall continue in effectBoard may, unless sooner terminated pursuant at any time, suspend or terminate this Plan. (b) Subject to this Article XVISection 16(c) and 16(d), until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan may, at any time with respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, howeveramend this Plan or any Option, that subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation (provided that no such amendment may be made that will materially prejudice the rights of any Participant under any Option previously granted to the Participant without consent by such Participant) including without limitation: (i) to amend, modify or terminate this Plan with respect to all Shares in respect of Options which have not yet been granted thereunder; (ii) to make any amendment of a “housekeeping nature”, including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this Plan or any Option; (iii) to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Corporation or adding or amending provisions relating to a cashless exercise of Options; (iv) accelerating vesting or extending the expiration date of any Option (provided that such Option is not held by an insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted; (v) adding a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Shares from this Plan reserve; and (vi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Option that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. 4825-1831-5011\3 (c) Notwithstanding Section 16(b), the Board may not, without approval of the holders of a majority of the votes cast Shares present and voting in person or by proxy at a meeting of shareholders at which holders of Shares, amend this Plan or any Option to: (i) increase the number of Shares reserved for issuance pursuant to this Plan; (ii) extend eligibility to participate in this Plan to persons other than Eligible Persons; (iii) permit Options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan; (iv) permit awards other than Options to be made under this Plan; (v) amend or delete Section 10(a) to extend the term of any Option beyond the Option Period of such Option or allow for such Option to be exercisable for a quorum representing period exceeding ten (10) years from the date the Option is granted, or extend any Option benefitting an insider other than as otherwise provided for under this Plan; or (vi) reduce the Exercise Price of an Option, except for the purpose of maintaining Option value in connection with a majority conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the shares Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the Company entitled purpose of reissuing Options to vote generally in the election same option-holder with a lower Exercise Price will be considered an amendment to reduce the Exercise Price of directors is present in person or by proxyan Option); or (vii) change the insider participation limitation under this Plan; or (viii) amend this Section 16. (d) Notwithstanding Section 16(b), no amendment or modification of the Plan may (i) materially increase the benefits accruing revision to Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of shares of Common Stock subject to the this Plan or the individual Award limitations specified in Article V, (iiiany Option pursuant to Section 16(b) materially modify the requirements for participation in the Plan, or (iv) amend, modify, terminate or suspend Section 7.8 (repricing prohibition) or this Article XVI. In addition, no change shall in any Award theretofore granted may be made which would manner materially and adversely impair affect the rights of a Holder with respect any Participant under any Options granted under this Plan prior to such Award amendment or revision without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or any Award from Section 409A of the Code)Participant’s consent.

Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan. (b) Subject to Section 9(c), the Board may, at any time and from time to time, amend this Plan shall continue in effector any Share Award, unless sooner terminated pursuant subject to this Article XVIapplicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, until without the tenth (10th) anniversary consent or approval from any Participant or shareholder of the date Corporation, including without limitation: (i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards which have not yet been granted thereunder; (ii) to make any amendment of a "housekeeping nature", including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this Plan or any Share Award; and (iii) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which it is adopted the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. (except as to Awards outstanding on that datec) Notwithstanding Section 9(b). The Board in its discretion may terminate , the Plan or any Share Award may not be amended without Shareholder approval to: (i) increase the number of Shares issuable pursuant to outstanding Share Awards at any time with respect pursuant to any shares for which Awards have not theretofore been granted; provided, however, that Section 4 hereof; (ii) change the insider participation limitation under this Plan; (iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan’s termination shall not materially ; (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and adversely impair conditions of this Plan; (v) permit the rights transfer or assignment of Share Awards, except to permit a Holder with respect transfer to any Award theretofore a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or (vi) amend this Section 9. (d) In addition, no amendment to the Plan or Share Awards granted pursuant to the Plan may be made without the consent of the Holder. The Board shall have the right to alter Participant, if such amendment adversely alters or amend the Plan or any part hereof from time to time; provided, however, that without the approval by a majority of the votes cast at a meeting of shareholders at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of shares of Common Stock subject to the Plan or the individual Award limitations specified in Article V, (iii) materially modify the requirements for participation in the Plan, or (iv) amend, modify, terminate or suspend Section 7.8 (repricing prohibition) or this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair impairs the rights of a Holder with any Participant in respect of any Share Award previously granted to such Award without the consent of the Holder (unless such change is required in order to cause the benefits Participant under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or any Award from Section 409A of the Code)Plan.