Common use of Amendment and Termination of Plan Clause in Contracts

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 or any Share Award, 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, 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 the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. (c) Notwithstanding Section 9(b), 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 pursuant to 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; 4825-1831-5011\3 (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 Participant, if such amendment adversely alters or impairs the rights of any Participant in respect of any Share Award previously granted to such Participant under the Plan.

Amendment and Termination of Plan. 1. This instrument may be amended by a majority vote of the Board of Trustees and the written consent of at least two‐thirds (2/3) of the Participants. 2. The Plan may be terminated by a majority vote of the Board of Trustees, effective at the end of the then current fiscal year; provided, however that the Plan shall remain in existence for the winding up of its affairs as provided in this Article XIII. 3. In the event that the Plan be terminated, then: (a) The Board mayAs of the effective date of the termination ("Termination Date"), at any timeeach Plan Participant will assume sole responsibility for all unpaid liabilities associated with claims against the Participant, suspend regardless of when such claims accrued or terminate this Planwere incurred. (b) Subject to Section 9(c)The Chief Business Officer and Plan Administrator shall, as soon as reasonably practicable after the Board mayTermination Date, at any time and from time to time, amend this Plan or any Share Award, 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 prepare schedules of the CorporationPlan's assets and of the Plan's liquidated, including without limitationcontingent, and disputed liabilities, which liabilities shall not include any obligation for workers' compensation or employers' liability claims against Plan Participants except for the following: (i) to amend, modify judgments on workers' compensation or terminate this employers' liability claims against Plan with respect to all Shares in respect Participants which are final as of Share Awards which have not yet been granted thereunder;the Termination Date; and (ii) payments due pursuant to make any amendment binding settlement agreements entered into by or on behalf of a "housekeeping nature", including Plan Participants with respect to make any amendment typographical, grammatical, clerical workers' compensation or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this employers' liability against such 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 Participants which the Shares are then listed and to avoid unanticipated consequences deemed have been approved by the Board of Trustees prior to be inconsistent with the purpose of this PlanTermination Date. (c) Notwithstanding Section 9(b), The Plan shall pay its acknowledged liabilities and establish a reserve ("Reserve") for the Plan or any Share Award may not be amended without Shareholder approval to: (i) increase the number payment of Shares issuable pursuant to outstanding Share Awards at any time pursuant to 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 Plancontingent and disputed liabilities; 4825-1831-5011\3 (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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.and (d) In additionUpon the execution by each then‐current Plan Participant of a release in suitable form relieving the Plan and each other then‐current Participant from any liability by reason of the existence of the Plan, no amendment the Plan shall pay to such Participant such amount, if any, as it would have received under Article XI had it elected to withdraw as of the Termination Date (without applying any Withdrawal Assessment), less any amount deemed necessary by the Chief Business Officer and Plan Administrator to fund the Reserve; and (e) To the extent that the Reserve established pursuant to the preceding sub‐ paragraph (c) is not expended for the payment of contingent and disputed liabilities, then upon satisfaction of all such liabilities any fund balance therein shall be returned to the Plan or Share Awards granted pursuant Participants in the proportion to the ratio of each Participant’s total Assessments paid to the Plan may be made without during the consent of last three (3) fiscal years to the Participant, if such amendment adversely alters or impairs total Assessments paid by all Participants during the rights of any Participant in respect of any Share Award previously granted to such Participant under the Planlast three (3) fiscal years.

Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan. (b) Subject to Section 9(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, 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, 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 Share Awards 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 Share AwardOption; (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 (iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award 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 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to: (i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis 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 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 conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or (vii) 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; 4825-1831-5011\3 (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 (viviii) amend this Section 916. (d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such 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(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, 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, 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 Share Awards 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 Share AwardOption; (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 (iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award 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. (c) Notwithstanding Section 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to: (i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis 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 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 conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or (vii) 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; 4825-1831-5011\3 (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 (viviii) amend this Section 916. (d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such 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 or any Share Award, 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, 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 the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. (c) Notwithstanding Section 9(b), 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 pursuant to 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; 4825-1831-5011\3; (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 Participant, if such amendment adversely alters or impairs the rights of any Participant in respect of any Share Award previously granted to such Participant under the Plan.

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 or any Share Award, 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, 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, 4825-1831-5011\3 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 the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. (c) Notwithstanding Section 9(b), 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 pursuant to 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; 4825-1831-5011\3; (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 Participant, if such amendment adversely alters or impairs the rights of any Participant in respect of any Share Award previously granted to such Participant under the Plan.

Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan. (b) Subject to Section 9(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, 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, 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 Share Awards 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 Share AwardOption; 4825-1831-5011\3 (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 (iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award 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. (c) Notwithstanding Section 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to: (i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis 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 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 conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with 4825-1831-5011\3 a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or (vii) 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; 4825-1831-5011\3 (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to 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 (viviii) amend this Section 916. (d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such Participant’s consent.