Maxar Technologies Ltd. Restricted Share Units Award Agreement - Form (Canadian Participants)

Exhibit 10.4.6

Maxar Technologies Ltd.

Restricted Share Units Award Agreement - Form

(Canadian Participants)

Maxar Technologies Ltd. (the “Company”) has granted Restricted Share Units (“RSUs”) set out in the table below to the person named below (the “Participant”), in accordance with and subject to this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Associates Ltd. Omnibus Equity Incentive Plan)  (the “Plan”).

Name of Participant:                                                        

 

By signing this Award Agreement, the Participant hereby acknowledges and agrees to the following:

1.          Grant of RSUs

1.1        Pursuant to the Plan and in respect of services to be provided to the Company by the Participant during the applicable Restricted Period, the Company has granted the number of RSUs set out above to the Participant subject to the terms and conditions set out in this Award Agreement and the Plan.

1.2        The grant of RSUs and payment of any amount in respect of any such RSUs are subject to the terms and conditions of the Plan which are incorporated into and form an integral part of this Award Agreement. All capitalized terms used herein, unless expressly defined in a different manner herein, have the meanings given to them in the Plan.

2.          Vesting

2.1        Subject to the terms and conditions of the Plan and the provisions of this Agreement, the RSUs granted to the Participant pursuant to Section 5(a) of the Plan shall vest and become exercisable on the following schedule:

2.2        Notwithstanding any other provision of the Plan, in no event will the final vesting date of any RSU granted hereunder (and any subsequent payment and settlement thereof) hereunder be made later than                   , and any Restricted Share Units that have not settled and been paid by such date will automatically expire or will accelerate and be settled and paid out by such date, at the sole discretion of the Company.

3.          Settlement

3.1        Subject to the provisions of the Plan and the provisions of this Award Agreement, the Company shall settle each outstanding RSU that has not been forfeited and with respect to which the  applicable Restricted Period has expired in accordance with Section 8(c)(ii) of the Plan. For greater certainty, unless otherwise provided in any employment or service agreement between the Participant and the Company or an Affiliate, the Participant must be employed by or rendering services for the Company or an Affiliate on the last day of the applicable Restricted Period to be eligible for settlement in respect of an RSU for such Restricted Period.

4.          Withholdings

4.1        The vesting and settlement of the RSUs granted pursuant to this Award Agreement are subject to the tax withholding provisions in Section 14(d) of the Plan.

5.          Transferability

5.1        The RSUs granted pursuant to this Award Agreement are subject to the restrictions on transferability in Section 14(b) of the Plan.

6.          Clawback

6.1        The RSUs granted pursuant to this Award Agreement are subject to the Company’s compensation clawback policy as set forth in Section 14(e) of the Plan.

7.          No Rights as a Shareholder

7.1        Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of the Common Shares underlying the RSUs under this Award Agreement until such Common Shares have been issued or delivered to that person.

8.          Representations, Warranties and Consents

8.1        By signing this Award Agreement, the Participant represents, warrants and acknowledges (i) that he or she has read and understands the Plan and agrees to the terms and conditions thereof and of this Award Agreement; (ii) that he or she requested and is satisfied that the foregoing be drawn up in the English Language.  Le soussigné reconnaît qu’il a exigé que ce qui précède soit rédigé et exécuté en anglais et s’en déclare satisfait; (iii) his or her participation in the trade and acceptance of the RSUs is voluntary; and (vi) that he or she has not been induced to participate in the Plan or enter into this Award Agreement by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable, with the Company or its Affiliates.

8.2        The Participant consents to and authorizes the use of his or her personal information in order to administer the Plan, the disclosure of such personal information to any custodian appointed in respect of the Plan and other third parties, and to the disclosure of such personal information to such Persons (including Persons located outside the Participant’s jurisdiction of residence) in connection with the administration of the Plan.  The Participant acknowledges that jurisdictions outside his or her jurisdiction of residence may not provide the same statutory protection for the personal information as his or her jurisdiction of residence.

9.          Binding Agreement

9.1        This Award Agreement shall constitute an agreement between the Participant and the Company and will be binding upon the Participant and the legal representatives of his or her estate and any other person who acquires the Participant’s rights in respect of the RSUs granted hereunder by inheritance or otherwise, provided that in the event of any conflict between the terms of this Award Agreement and the terms of the Plan, except as otherwise provided in Section 2.2 herein, the terms of the Plan will govern.

9.2        This Award Agreement shall be governed and constituted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

[Signature page follows.]

DATED as of the             day of                                      , 2017.

By my signature below, I,                                                , hereby confirm and acknowledge the terms of the grant of RSUs to me as set out above and confirm and acknowledge that I have received, read and understood the terms of the Plan, a copy of which is attached as Annex A-6 to the Company’s Management Information Circular dated June 21, 2017 available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at ▇▇▇.▇▇▇▇▇.▇▇▇. A copy of the Plan may also be obtained from the Company upon request.