Common use of Early Expiry Clause in Contracts

Early Expiry. The Options will continue in effect until their Expiry Date or expire before their Expiry Date, as the case may be, in the following events and manner: (a) if the Optionholder resigns from his employment (other than in the circumstances described in Section 3.3(c)), then only the portion of the Options that is exercisable at the date of resignation or termination may be exercised by the Optionholder and any such exercise must be during the period ending on the earlier of: (i) 30 days after the Date of Termination; and (ii) the Expiry Date, after which period the Options will expire; (b) subject to Section 3.7, if the Optionholder’s employment is terminated by the Corporation without Cause, including a constructive dismissal, then the Options will continue to become exercisable by the Optionholder pursuant to Section 3.1 after the Date of Termination and any exercise of the Options must be during the period ending on the earlier of: (i) six months after the Date of Termination; and (ii) the Expiry Date, after which period the Options will expire; (c) if the Optionholder’s employment is terminated by the Corporation for Cause, including where the Optionholder resigns from his employment after being requested to do so by the Corporation as an alternative to being terminated for Cause, then the Options will expire on the Date of Termination; (d) if the Optionholder’s employment ceases due to permanent disability, then the Options will continue to become exercisable pursuant to Section 3.1 and will expire on the Expiry Date; (e) if the Optionholder retires upon attaining the mandatory or early retirement age established by the Corporation from time to time (“Retires”) and gives notice of retirement (the “Retirement Notice”) to the Corporation in accordance with policy established by the Corporation from time to time, then the Options will continue to become exercisable pursuant to Section 3.1 and will expire on the earlier of: (i) the date that is five (5) years after the Optionholder Retires; and (ii) the Expiry Date, after which period the Options will expire. If the Optionholder Retires without giving the Retirement Notice, the provisions of Section 3.3(a) shall apply; and (f) if the Optionholder dies, the Options will vest immediately after the death of the Optionholder, any exercise of the Options must be effected by a legal representative of the Optionholder’s estate or by a person who acquires the Optionholder’s rights under the Options by bequest or inheritance, and any such exercise must be during the period ending on the earlier of: (i) 12 months after the death of the Optionholder; and (ii) the Expiry Date, after which period the Options will expire, subject to the right of the Board to, after the Grant Date, set a shorter (with the consent of the Optionholder) or longer period for exercise (not later than the Expiry Date).

Early Expiry. The Options An Exchange Option will continue in effect until their its Expiry Date or expire before their its Expiry Date, as the case may be, in the following events and manner: (a) if the an Optionholder resigns from his employment (other than in the circumstances described in Section 3.3(c(c)), or an Optionholder's contract as a Consultant terminates at its normal termination date, then only the portion of the Options that is exercisable at the date of resignation or termination may be exercised by the Optionholder and any such must exercise must be his Exchange Option during the period ending on the earlier of: of (i) 30 60 days after the Date date of Termination; and resignation or termination and (ii) the Expiry Date, after which period the Options Exchange Option will expire; (b) subject to Section 3.7, if the an Optionholder’s 's employment is terminated by the Corporation or a Subsidiary without Cause, including a constructive dismissal, or an Optionholder's contract as a Consultant is terminated by the Corporation or a Subsidiary before its normal termination date without Cause, then the Options will continue to become exercisable by the Optionholder pursuant to Section 3.1 after the Date of Termination and any must exercise of the Options must be his Exchange Option during the period ending on the earlier of: of (i) six months 60 days after the Date of Termination; and Termination and (ii) the Expiry Date, after which period the Options Exchange Option will expire; (c) if the an Optionholder’s 's employment is terminated by the Corporation or a Subsidiary for Cause, or an Optionholder's contract as a Consultant is terminated by the Corporation or a Subsidiary before its normal termination date for Cause, including where the an Optionholder resigns from his employment or terminates his contract as a Consultant after being requested to do so by the Corporation or Subsidiary as an alternative to being terminated for Cause, then the Options Exchange Option will expire on the Date of Termination; (d) if an Optionholder's contract as a Consultant is frustrated before its normal termination date due to permanent disability, then the Optionholder must exercise his Exchange Option during the period ending on the earlier of (i) six months after the date of frustration and (ii) the Expiry Date, after which period the Exchange Option will expire; (e) if an Optionholder’s 's employment ceases due to permanent disability, then the Options will continue Exchange Option may be exercised prior to become exercisable pursuant to Section 3.1 and will expire on the Expiry Date; (ef) if the an Optionholder retires upon attaining the mandatory or early retirement age established by the Corporation or a Subsidiary from time to time (“Retires”) and gives notice of retirement other than a Non-Employee Director as described in (the “Retirement Notice”) to the Corporation in accordance with policy established by the Corporation from time to timeg)), then the Options will continue Exchange Option may be exercised prior to become exercisable pursuant the Expiry Date; (g) subject to Section 3.1 and will expire paragraph (h) below, if an Optionholder who is a Non-Employee Director ceases to be a member of the Board (whether as a result of the resignation of the Non-Employee Director from the Board or the Non-Employee Director not standing for re-election or not being re-elected as a member of the Board by the shareholders of the Corporation at a meeting, or for any other reason other than as a result of death), then the Non-Employee Director must exercise his Exchange Option during the period ending on the earlier of:of (i) 36 months after the date of cessation and (ii) the Expiry Date, after which the Exchange Option will expire; (h) if an Optionholder who is a Non-Employee Director ceases to be a member of the Board in the circumstances described in (g) above, but immediately thereafter becomes a Trustee of the Fund, then the Exchange Option held by such Optionholder must be exercised on the earlier of (i) 36 months after the date the Optionholder ceases to be a Trustee of the Fund, and (ii) the Expiry Date, after which the Exchange Option will expire; (i) if an Optionholder dies, then any exercise must be effected by a legal representative of the date that is five Optionholder's estate or by a person who acquires the Optionholder's rights under the Exchange Option by bequest or inheritance and any such exercise must be effected during the period ending on the earlier of (5i) years 12 months after the death of the Optionholder Retires; and and (ii) the Expiry Date, after which period the Options Exchange Option will expire. If the Optionholder Retires without giving the Retirement Notice, the provisions of Section 3.3(a) shall apply; and (f) if the Optionholder dies, the Options will vest immediately after the death of the Optionholder, any exercise of the Options must be effected by a legal representative of the Optionholder’s estate or by a person who acquires the Optionholder’s rights under the Options by bequest or inheritance, and any such exercise must be during the period ending on the earlier of: (i) 12 months after the death of the Optionholder; and (ii) the Expiry Date, after which period the Options will expire, subject to the right of the Board Trustees to, after the Original Grant Date, set a shorter (with the consent of the Optionholder) or longer period periods for exercise (not later than the Expiry Date)) with respect to a particular Optionholder or group of Optionholders. Notwithstanding the foregoing, the early expiry provisions set out in this Section 4.3 shall not apply to the CP Optionholders whose Exchange Options and Unit Appreciation Rights shall continue to be governed by the terms of the resolution of the board of directors of Canadian Pacific Limited dated July 30, 2001, providing for the extension of the CP Optionholders' exercise period until the end of the original grant period, notwithstanding any earlier termination of employment.

Early Expiry. The Options Any unvested portion of the Option will continue in effect until their Expiry Date or expire before their Expiry Date, as the case may be, Date of Termination in the following events and mannerany vested portions will be dealt with as follows: (a) if the Optionholder resigns from his employment (other than in the circumstances described in Section 3.3(c))Optionee dies, then only the portion of the Options Option that has vested and is exercisable at the date of resignation or termination death of the Optionee may be exercised by the Optionholder and any such exercise must be during personal representative of the period ending Optionee’s estate on the earlier of: of (i) 30 60 days after the death of the Optionee and (ii) the Expiry Date; (b) if the Optionee resigns his office or employment, the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) thirty days after the Date of Termination and (ii) the Expiry Date; (c) if the Optionee is terminated without Cause the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) sixty days after the Date of Termination and (ii) the Expiry Date; (d) if the Optionee is terminated with Cause the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee forthwith after the Date of Termination but no later than two business days from the Date of Termination; and (iie) in the Expiry Dateevent of permanent disability (as provided in the Employment Agreement), after which period the Options will expire; (b) subject to Section 3.7, if portion of the Optionholder’s employment Option that has vested and is terminated by the Corporation without Cause, including a constructive dismissal, then the Options will continue to become exercisable by the Optionholder pursuant to Section 3.1 after at the Date of Termination and any exercise of may be exercised by the Options must be during the period ending Optionee on the earlier of: of (i) six months after the Date of Termination; and Termination and (ii) the Expiry Date; provided that the board of directors of the Optionor may, after which period the Options will expire; (c) if the Optionholder’s employment is terminated by the Corporation for Causein its absolute discretion, including where the Optionholder resigns from his employment after being requested to do so by the Corporation as an alternative to being terminated for Cause, then the Options will expire on the Date of Termination; (d) if the Optionholder’s employment ceases due to permanent disability, then the Options will continue to become exercisable pursuant to Section 3.1 and will expire on extend the Expiry Date; (e) if Date for the Optionholder retires upon attaining the mandatory Option at any time before or early retirement age established by the Corporation from time to time (“Retires”) and gives notice of retirement (the “Retirement Notice”) to the Corporation in accordance with policy established by the Corporation from time to time, then the Options will continue to become exercisable pursuant to Section 3.1 and will expire on the earlier of: (i) the date that is five (5) years after the Optionholder Retires; and (ii) the Expiry Date, after which period the Options will expire. If the Optionholder Retires without giving the Retirement Notice, the provisions of Section 3.3(a) shall apply; and (f) if the Optionholder dies, the Options will vest immediately after the death of the Optionholder, any exercise of the Options must be effected by a legal representative of the Optionholder’s estate or by a person who acquires the Optionholder’s rights such Option would otherwise have expired under the Options by bequest or inheritance, and any such exercise must be during the period ending on the earlier of: (i) 12 months after the death of the Optionholder; and (ii) the Expiry Date, after which period the Options will expire, subject to the right of the Board to, after the Grant Date, set a shorter (with the consent of the Optionholder) or longer period for exercise (not later than the Expiry Date)this Agreement.

Early Expiry. 3.3.1 The Options will continue in effect until their Expiry Date or expire before their Expiry Date, as the case may be, in the following events and manner: (a) if the Optionholder resigns from his employment (other than in the circumstances described in Section 3.3(c3.3.1(c)), then only the portion of the unexercised Options that is exercisable had vested as at the date Date of resignation or termination Termination may be exercised by the Optionholder and any such exercise must be be, notwithstanding Section 3.1, during the period starting on the Date of Termination and ending on the earlier of: (i) 30 days after the Date of Termination; and (ii) the Expiry Date, after which period the Options will expire; (b) subject to Section 3.7, if the Optionholder’s employment is terminated by the Corporation without Cause, including a constructive dismissal, then the unexercised Options will continue to become exercisable by the Optionholder pursuant to Section 3.1 after that had vested as at the Date of Termination may be exercised by the Optionholder and any such exercise of the Options must be during the period ending on the earlier of: (i) six months after the date that is five years from the Date of Termination; and (ii) the Expiry Date, after which period the Options will expire; (c) if the Optionholder’s employment is terminated by the Corporation for Cause, including where the Optionholder resigns from his or her employment after being requested to do so by the Corporation as an alternative to being terminated for Cause, then the all Options will immediately expire on the Date of Termination; (d) if the Optionholder’s employment ceases due to permanent disability, then the unexercised Options will continue to become exercisable pursuant to Section 3.1 and will expire on that had vested as at the Expiry Date; (e) if Date of Termination may be exercised by the Optionholder retires upon attaining and any such exercise must be during the mandatory or early retirement age established by the Corporation from time to time (“Retires”) and gives notice of retirement (the “Retirement Notice”) to the Corporation in accordance with policy established by the Corporation from time to time, then the Options will continue to become exercisable pursuant to Section 3.1 and will expire period ending on the earlier of: (i) the date that is five (5) years after from the Optionholder RetiresDate of Termination; and (ii) the Expiry Date, after which period the Options will expire. If the Optionholder Retires without giving the Retirement Notice, the provisions of Section 3.3(a) shall apply; and; (fe) if the Optionholder dies, then the unexercised Options will vest immediately after that had vested as at the death Date of the Optionholder, any Termination may be exercised. Any exercise of the Options must be effected by a legal representative of the Optionholder’s estate or by a person who acquires the Optionholder’s rights under the Options by bequest or inheritance, and any such exercise must be during the period ending on the earlier of: (i) 12 months after the death date that is 5 years from the Date of the OptionholderTermination; and (ii) the Expiry Date, after which period the Options will expire, ; and (f) subject to Section 3.7, the right unexercised Options that had not yet vested as at the Date of Termination will be forfeited and expire on the Date of Termination if the Optionholder’s employment ceases prior to the end of the Board to, after the Grant Date, set a shorter (with the consent term of the Optionholder) or longer period for exercise (not later than the Expiry Date)Employment Agreement.

Early Expiry. The Options An Exchange Option will continue in effect until their its Expiry Date or expire before their its Expiry Date, as the case may be, in the following events and manner: (a) if the an Optionholder resigns from his employment (other than in the circumstances described in Section 3.3(c(c)), or an Optionholder’s contract as a Consultant terminates at its normal termination date, then only the portion of the Options that is exercisable at the date of resignation or termination may be exercised by the Optionholder and any such must exercise must be his Exchange Option during the period ending on the earlier of: of (i) 30 60 days after the Date date of Termination; and resignation or termination and (ii) the Expiry Date, after which period the Options Exchange Option will expire; (b) subject to Section 3.7, if the an Optionholder’s employment is terminated by the Corporation or a Subsidiary without Cause, including a constructive dismissal, or an Optionholder’s contract as a Consultant is terminated by the Corporation or a Subsidiary before its normal termination date without Cause, then the Options will continue to become exercisable by the Optionholder pursuant to Section 3.1 after the Date of Termination and any must exercise of the Options must be his Exchange Option during the period ending on the earlier of: of (i) six months 60 days after the Date of Termination; and Termination and (ii) the Expiry Date, after which period the Options Exchange Option will expire; (c) if the an Optionholder’s employment is terminated by the Corporation or a Subsidiary for Cause, or an Optionholder’s contract as a Consultant is terminated by the Corporation or a Subsidiary before its normal termination date for Cause, including where the an Optionholder resigns from his employment or terminates his contract as a Consultant after being requested to do so by the Corporation or Subsidiary as an alternative to being terminated for Cause, then the Options Exchange Option will expire on the Date of Termination; (d) if an Optionholder’s contract as a Consultant is frustrated before its normal termination date due to permanent disability, then the Optionholder must exercise his Exchange Option during the period ending on the earlier of (i) six months after the date of frustration and (ii) the Expiry Date, after which period the Exchange Option will expire; (e) if an Optionholder’s employment ceases due to permanent disability, then the Options will continue Exchange Option may be exercised prior to become exercisable pursuant to Section 3.1 and will expire on the Expiry Date; (ef) if the an Optionholder retires upon attaining the mandatory or early retirement age established by the Corporation or a Subsidiary from time to time (“Retires”) and gives notice of retirement other than a Non-Employee Director as described in (the “Retirement Notice”) to the Corporation in accordance with policy established by the Corporation from time to timeg)), then the Options will continue Exchange Option may be exercised prior to become exercisable pursuant the Expiry Date; (g) subject to Section 3.1 and will expire paragraph (h) below, if an Optionholder who is a Non-Employee Director ceases to be a member of the Board (whether as a result of the resignation of the Non-Employee Director from the Board or the Non-Employee Director not standing for re-election or not being re-elected as a member of the Board by the shareholders of the Corporation at a meeting, or for any other reason other than as a result of death), then the Non-Employee Director must exercise his Exchange Option during the period ending on the earlier of: of (i) 36 months after the date that is five (5) years after the Optionholder Retires; and of cessation and (ii) the Expiry Date, after which period the Options Exchange Option will expire. If ; (h) if an Optionholder who is a Non-Employee Director ceases to be a member of the Board in the circumstances described in (g) above, but immediately thereafter becomes a Trustee of the Fund, then the Exchange Option held by such Optionholder must be exercised on the earlier of (i) 36 months after the date the Optionholder Retires without giving ceases to be a Trustee of the Retirement NoticeFund, and (ii) the provisions of Section 3.3(a) shall apply; andExpiry Date, after which the Exchange Option will expire; (fi) if the an Optionholder dies, the Options will vest immediately after the death of the Optionholder, then any exercise of the Options must be effected by a legal representative of the Optionholder’s estate or by a person who acquires the Optionholder’s rights under the Options Exchange Option by bequest or inheritance, inheritance and any such exercise must be effected during the period ending on the earlier of: of (i) 12 months after the death of the Optionholder; and Optionholder and (ii) the Expiry Date, after which period the Options Exchange Option will expire, ; subject to the right of the Board Trustees to, after the Original Grant Date, set a shorter (with the consent of the Optionholder) or longer period periods for exercise (not later than the Expiry Date)) with respect to a particular Optionholder or group of Optionholders. Notwithstanding the foregoing, the early expiry provisions set out in this Section 4.3 shall not apply to the CP Optionholders whose Exchange Options and Unit Appreciation Rights shall continue to be governed by the terms of the resolution of the board of directors of Canadian Pacific Limited dated July 30, 2001, providing for the extension of the CP Optionholders’ exercise period until the end of the original grant period, notwithstanding any earlier termination of employment.