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 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 ; 4825-1831-5011\3 (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.