Common use of EMPLOYEE BENEFIT AND COMPENSATION PLANS AND AGREEMENTS Clause in Contracts

EMPLOYEE BENEFIT AND COMPENSATION PLANS AND AGREEMENTS. (a) At the Effective Time, GTOR US shall assign and GTOR Canada shall assume the rights and obligations of GTOR US under each Stock Plan listed on Exhibit A (the “Assumed Equity Plans”). (b) To the extent any Stock Plan or any applicable agreement relating thereto provides for the issuance, delivery or purchase of, or otherwise relates to, GTOR US Common Stock, from and after the Effective Time, such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, delivery or purchase of, or otherwise relate to, GTOR Canada Common Shares, and all options or awards issued, or benefits available or based upon the value of a specified number of shares of GTOR US Common Stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase, receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of GTOR Canada Common Shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time (including, for greater certainty, having the same option exercise or measurement price). Notwithstanding the foregoing, the number of GTOR Canada Common Shares issuable or available upon the exercise, payment, issuance or availability of such option, award or benefit immediately after the Effective Time, and the option exercise or measurement price of each such option, award or benefit, shall be subject to adjustment by GTOR Canada only to the extent necessary to ensure that the spread between the exercise price and fair market value of the shares subject to the option or stock appreciation right, and for other awards the fair market value of such awards or benefits, is no more after the Effective Time as compared to immediately prior to the Effective Time. The foregoing adjustments shall be made in accordance with applicable law (and administrative practice of applicable governmental authorities), including but not limited to Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder, Subsection 7(1.4) of the Income Tax Act (Canada) (the “Canadian Tax Act”), or Regulation 6801(d) of the regulations promulgated under the Canada Tax Act, to the extent such provisions are applicable to an option, award, or benefit. Other than as set forth above, the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original terms and conditions. (c) At the Effective Time, the obligations of GTOR US under or with respect to each plan, trust, agreement, program or benefit listed on Exhibit B (collectively, the “Assumed Benefit Plans” and, together with the Assumed Equity Plans, the “Assumed Plans”) shall become the lawful obligations of GTOR Canada and shall be implemented and administered in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated. Effective at the Effective Time, GTOR Canada hereby expressly adopts and assumes all obligations of GTOR US under the Assumed Benefit Plans. (d) Such amendments or other actions that are deemed necessary or appropriate by GTOR US and GTOR Canada to effect the Merger, including to facilitate the assumption by GTOR Canada of the Assumed Plans, and any other amendments or actions that GTOR US and GTOR Canada shall deem advisable, shall be adopted and entered into with respect to the Assumed Plans.

EMPLOYEE BENEFIT AND COMPENSATION PLANS AND AGREEMENTS. (a) At the Effective Time, GTOR US Leet shall assign and GTOR Canada Leet BVI shall assume the rights and obligations of GTOR US Leet under each Stock Plan listed on Exhibit A (the “Assumed Equity Plans”). (b) To the extent any Stock Plan or any applicable agreement relating thereto provides for the issuance, delivery or purchase of, or otherwise relates to, GTOR US Leet Common Stock, from and after the Effective Time, such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, delivery or purchase of, or otherwise relate to, GTOR Canada Common Leet BVI Ordinary Shares, and all options or awards issued, or benefits available or based upon the value of a specified number of shares of GTOR US Leet Common Stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase, receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of GTOR Canada Common Leet BVI Ordinary Shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time (including, for greater certainty, having the same option exercise or measurement price). Notwithstanding the foregoing, the number of GTOR Canada Common Leet BVI Ordinary Shares issuable or available upon the exercise, payment, issuance or availability of such option, award or benefit immediately after the Effective Time, and the option exercise or measurement price of each such option, award or benefit, shall be subject to adjustment by GTOR Canada Leet BVI only to the extent necessary to ensure that the spread between the exercise price and fair market value of the shares subject to the option or stock appreciation right, and for other awards the fair market value of such awards or benefits, is no more after the Effective Time as compared to immediately prior to the Effective Time. The foregoing adjustments shall be made in accordance with applicable law (and administrative practice of applicable governmental authorities), including but not limited to Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder, Subsection 7(1.4) of the Income Tax Act (Canada) (the “Canadian Tax Act”), or Regulation 6801(d) of the regulations promulgated under the Canada Tax Act, to the extent such provisions are applicable to an option, award, or benefit. Other than as set forth above, the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original terms and conditions. (c) At the Effective Time, the obligations of GTOR US Leet under or with respect to each plan, trust, agreement, program or benefit listed on Exhibit B (collectively, the “Assumed Benefit Plans” and, together with the Assumed Equity Plans, the “Assumed Plans”) shall become the lawful obligations of GTOR Canada Leet BVI and shall be implemented and administered in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated. Effective at the Effective Time, GTOR Canada Leet BVI hereby expressly adopts and assumes all obligations of GTOR US Leet under the Assumed Benefit Plans. (d) Such amendments or other actions that are deemed necessary or appropriate by GTOR US Xxxx and GTOR Canada Leet BVI to effect the Merger, including to facilitate the assumption by GTOR Canada Leet BVI of the Assumed Plans, and any other amendments or actions that GTOR US Xxxx and GTOR Canada Leet BVI shall deem advisable, shall be adopted and entered into with respect to the Assumed Plans.