Baylin Technologies Inc. - Proxy Solicitation & Information Statement 2025

Subject to Shareholder approval at the Annual and Special Meeting of the Company scheduled for May 8, 2025.

BAYLIN TECHNOLOGIES INC.
Performance Award Plan
2025

Part 1. Purpose

1.1 Purpose

The purpose of this Plan is to incentivize the Chief Executive Officer of Baylin Technologies Inc. (the “Company”) to create and increase value for shareholders by achieving discretionary performance targets tied to the Company’s strategic and operating plans.

Part 2. Definitions and Interpretation

2.1 Definitions

In this Plan:

“Affiliate” has the meaning attributed to it in National Instrument 45-106 — Prospectus Exemptions.

“Applicable Withholding Taxes” means any taxes, source deductions or other amounts that the Company or any other Participating Company is required by law to withhold from any amounts to be paid or credited or otherwise to remit to any governmental entity in connection with the grant, vesting, exercise or settlement of an Award under this Plan.

“Associate” has the meaning attributed to it in the Securities Act (Ontario).

“Award” means a Performance Share Unit granted under this Plan.

“Blackout Period” means a period of time when, pursuant to any policies of the Company or other periods as designated by the Company, designated Persons may not trade in securities of the Company.

“Board” means the board of directors of the Company.

“Cause” means “cause” or any other similar term as defined in the Participant’s employment agreement with the Company.

“Change of Control” means:

(a) the sale of all or substantially all the assets of the Company other than as part of an internal reorganization;

(b) a reorganization, amalgamation, merger, plan of arrangement or other business combination involving the Company as a result of which Jeffrey C. Royer and his Associates cease to own beneficially, directly or indirectly, at least 35% of the voting securities of the Company or a successor or continuing entity (on a fully diluted basis) after giving effect to the applicable transaction;

(c) a formal bid or tender offer for Common Shares as a result of which Jeffery C. Royer and his Associates cease to own beneficially, directly or indirectly, at least 35% of the Common Shares then outstanding (on a fully diluted basis) after giving effect to the formal bid or tender offer; or

(d) any other transaction determined by the Board to be substantially similar in effect to the transactions in paragraphs (a) to (c).

“Code” means the United States Internal Revenue Code of 1986.

“Committee” means the Corporate Governance and Compensation Committee of the Board or any other committee of the Board that the Board may designate to administer this Plan.

“Common Shares” means the common shares of the Company.

“Company” means Baylin Technologies Inc.

“Date of Grant” means the date an Award is granted to the Participant as set out in a PSU Agreement.

“Disability” means a long-term disability, as determined by the Board.

“Fair Market Value” of the Common Shares on any date means:

(a) if the Common Shares are listed on the TSX, (i) the volume-weighted average trading price of the Common Shares on the TSX for the five trading days before the relevant date, and (ii) if the relevant date occurs during a Blackout Period, the volume-weighted average trading price of the Common Shares on the TSX for the five trading days after the last day of the Blackout Period; and

(b) if the Common Shares are not listed on the TSX, the value as determined by the Board in good faith.

“Insider” means a “reporting insider” (as that term is defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions).

“Original Statements” has the meaning attributed to it in paragraph 9.3(d).

“Participant” means the Chief Executive Officer of the Company as at the date of this Plan.

“Participating Company” means the Company and any of its Subsidiaries and any other Person in which the Company or a Subsidiary holds an interest.

"Performance Goals" means the goals established by the Board (based on one or more Performance Measures) as part of the terms of an Award.

"Performance Measures" means the measures (other than the mere continuation of employment or passage of time) established by the Board to determine Performance Goals, which may include financial or operational matters, shareholder returns and individual performance criteria.

"Performance Period" means the period established by the Board for which the achievement of Performance Goals is assessed or determined.

"Performance Share Unit" or "PSU" means an Award described in section 5.1.

"Performance Vesting Event" means any Performance Goals established by the Board as conditions to the vesting of an Award.

"Person" includes an individual, partnership, body corporate, association, trust, entity, government or governmental agency or department.

"Plan" means this Performance Award Plan, as amended or restated from time to time, and includes the attached Addendum for U.S. Participants.

"PSU Agreement" means an agreement between the Company and Participant evidencing an Award of PSUs.

"PSU Vesting Date" has the meaning attributed to it in section 7.3.

"Relevant Equity Recoupment Date" has the meaning attributed to it in paragraph 9.3(f).

"Restated Statements" has the meaning attributed to it in paragraph 9.3(d).

"Restrictive Covenant" has the meaning attributed to it in paragraph 9.3(a).

"Retire" or Retirement" means retirement from active employment with the Company at or after age 65 or in other circumstances (such as years of service) as determined by the Board to constitute retirement for purpose of this Plan.

"Subsidiary" has the meaning attributed to it in National Instrument 45-106 — Prospectus Exemptions, and any reference in this Plan to a Subsidiary means a Subsidiary of the Company unless otherwise described.

"Termination Date" means (i) in the case of the Participant, the Participant's last day of active employment or term of office with the Company (but excluding any period of statutory, contractual or reasonable notice of termination of employment or any period of salary continuance or deemed employment), including by reason of death or Disability.

"TSX" means the Toronto Stock Exchange.

"U.S. Participant" means a Participant who is a United States citizen or United States resident alien as defined for purposes of Code Section 7701(b)(1)(A) or for whom an Award is otherwise

subject to taxation under the Code; provided, however, that a Participant will be a U.S. Participant solely with respect to those affected Awards.

2.2 Interpretation

(1) References to a “Part”, “section”, “subsection”, “paragraph” or “clause” mean to the specified Part, section, subsection, paragraph or clause of this Plan unless otherwise described.

(2) The headings are included for convenience of reference and do not affect the interpretation of this Plan.

(3) Words importing the singular include the plural and vice versa.

(4) The words “include” or “including” mean include or including without limitation.

(5) References to a statute, regulation, rule, code, national instrument or policy statement or to a particular section of one of them mean to that statute, regulation, rule, code, national instrument, policy statement or section as amended or superseded from time to time (unless specified otherwise) and references to a statute include any regulations, rules, national instruments or policy statements enacted under that statute.

(6) Where an individual has transferred an Award to a 401(k) plan or to a corporation of which the individual is the annuitant or (as applicable) the sole shareholder, the individual will be the Participant for the purpose of the definition of “Termination Date” and for the purpose of the death, Disability or Retirement of the Participant.

2.3 Governing Law

The Plan is governed by and will be construed in accordance with Ontario law, regardless of the citizenship, residence or place of organization of the Participant.

2.4 Submission to Jurisdiction

The Company and Participant submit to the exclusive jurisdiction of the courts of competent jurisdiction of Ontario with respect to any action or proceeding arising out of relating in any way to this Plan, a PSU Agreement or an Award.

Part 3. Administration

3.1 Discretion and Authority

(1) Subject to section 3.2, the Board has the sole and absolute discretion and authority to administer and interpret this Plan, a PSU Agreement and an Award, including:

(a) to determine whether to grant an Award to the Participant;

(b) to determine the terms of an Award, including (i) the number PSUs to be granted, (ii) the timing of grants, including the Date of Grant, (iii) the Performance Goals, Performance Measures, Performance Periods and Performance Vesting Events, (iv) restrictions on transfer, (v) any other vesting schedule, terms, limitations, restrictions and conditions applicable to an Award, (vi)

approving the form of PSU Agreement (not inconsistent with this Plan) to evidence an Award and (vii) the waiver or amendment of any terms of an Award, including accelerating the vesting of an Award, changing the Performance Vesting Events or, subject to TSX approval, substituting other property on the payment or settlement of an Award;

(c) to establish, amend and rescind any regulations, rules or guidelines relating to this Plan; and
(d) to make any other determinations, settle any disputes or take any other action necessary or desirable for the administration of this Plan, a PSU Agreement or an Award.
(2) Without limiting subsection (1), the Board, in its discretion, may correct any defect or omission or reconcile any inconsistencies in this Plan, a PSU Agreement or an Award.
(3) The Board's decision with respect to any matter related to this Plan will be conclusive and binding on the Company and the Participant.
(4) The Board's discretion and authority is subject to any mandatory requirements of the TSX.

3.2 Delegation and Liability

(1) The Board may delegate to the Committee all or some of its powers under this Plan and on other terms as the Board may determine. In that case, references to the "Board" will be deemed to be references to the Committee, to the extent such powers have been delegated. The Board (or the Committee) may delegate the day-to-day administration of this Plan to any one or more officers of the Company.
(2) None of the members of the Board or the Committee or any other Person acting pursuant to authority delegated by the Board or the Committee will be liable for any action taken (or omitted to be taken) or determination made (or not made) in good faith in connection with this Plan or any Award.

3.3 Common Shares Subject to this Plan

(1) The maximum number of Common Shares issuable under this Plan may not exceed 2,500,000, subject to adjustment in accordance with section 9.1.
(2) The Board may not grant an Award that can be settled by an issuance of Common Shares from treasury if it would have the effect of causing the total number of Common Shares subject to that Award to exceed the total number of Common Shares under subsection (1).

3.4 Appointment of Beneficiaries

A Participant may designate in writing (on terms specified by the Company) a beneficiary to receive any benefits that are payable under this Plan and an Award on death.

3.5 Transfers

(1) The Participant may not transfer or assign an Award, including by operation of law, except:
(a) to a 401(k) plan of which the Participant is and remains the annuitant;

(b) to a corporation, of which the Participant is and remains the sole shareholder;
(c) on the death of the Participant, by will or applicable laws of succession; or
(d) with the prior written consent of the Company, as approved by the Board.

(2) A Participant must give at least 10 days’ prior written notice to the Company for any transfer under paragraphs (a), (b) and (d).
(3) Without the prior written consent of the Board, the Participant may not grant a security interest in or pledge or otherwise encumber an Award.
(4) Any breach of subsection (1) or (3) will result in the Award being void.

3.6 Exercise of Awards

Awards may be exercised only by:

(a) the Participant;
(b) the transferee of an Award described in paragraphs 3.5(1)(a), (b) and (d);
(c) the legal representative of the Participant’s estate or other relevant Person under paragraph 3.5(c); and
(d) on the Participant’s incapacity, the legal representative having authority to deal with the Participant’s property.

3.7 Common Shares

Common Shares issued by the Company in accordance with this Plan and a PSU Agreement will be issued as fully paid and non-assessable.

Part 4. Grant of Awards

4.1 General

Subject to the terms of this Plan, the Board, in its discretion, may grant an Award to the Participant on terms determined by the Board and evidenced by a PSU Agreement. Any officer of the Company is authorized, on behalf of the Company, to execute a PSU Agreement and deliver it to the Participant.

Part 5. Performance Share Units

5.1 Nature of PSUs

A PSU is an Award that is generally conditioned on the achievement of Performance Goals over a Performance Period, subject to satisfying the Performance Vesting Events, and that entitles the Participant to receive for each PSU one Common Share or the cash equivalent (or a combination of the two).

5.2 Performance Period

The Board will determine the Performance Period applicable to a PSU, but it may not be more than three years after the Date of Grant unless specified otherwise in a PSU Agreement.

5.3 Vesting of PSUs

PSUs will vest on the achievement of the applicable Performance Vesting Event as specified in a PSU Agreement (the “PSU Vesting Date”).

5.4 Settlement of PSUs

The Company will pay the amount required to settle all vested PSUs as provided for in a PSU Agreement in its discretion by:

(a) issuing to the Participant from treasury that number of Common Shares equal to the number of PSUs being settled, less any Applicable Withholding Taxes;

(b) delivering to the Participant that number of outstanding Common Shares equal to the number of PSUs being settled, less any Applicable Withholding Taxes;

(c) delivering to the Participant an amount in cash equal to the product of (i) and (ii), where (i) is the number of Common Shares equal to the number of PSUs being settled and (ii) is the Fair Market Value of the Common Shares on the applicable PSU Vesting Date, less any Applicable Withholding Taxes; or

(d) a combination of (a), (b) or (c).

5.5 PSU Account

The Company will maintain an account for the Participant and credit the account with the number of PSUs granted to the Participant and cancel any PSUs that are not paid out or fail to vest and record their cancellation in the account.

5.6 Additional PSUs

Subject to the Board’s approval, if the Company pays a cash dividend on the Common Shares, the Company will credit the account of the Participant as of the record date for the dividend with an additional number of PSUs. The number of additional PSUs to be credited (as of the dividend payment date) will be equal to the quotient of (i) and (ii), where (i) is the product of (1) the aggregate number of PSUs held by the Participant on the relevant record date and (2) the amount of the dividend paid by the Company on each Common Share, and (ii) is the Fair Market Value of the Common Shares on the dividend payment date. These additional PSUs will be subject to the same vesting and settlement conditions as apply to the related PSUs.

Part 6. General Matters Applicable to an Award

6.1 Paramountcy

The remainder of this Part is subject to the terms of a PSU Agreement.

6.2 Termination of Employment for Cause

(1) If the Participant’s employment or office with the Company is terminated for Cause, then:

(a) any unvested PSUs held by the Participant on the Termination Date will automatically terminate on the Termination Date and the Participant will cease to have any rights in relation to those PSUs; and

(b) in the case of any vested PSUs held by the Participant on the Termination Date, the Company will settle those PSUs as soon as practicable after the Termination Date in accordance with this Plan.

(2) For the purpose of this section, Cause also includes resignation by the Participant as an alternative to being terminated for Cause.

6.3 Termination of Employment Without Cause

If the Participant’s employment or office with the Company is terminated without Cause, then:

(b) in the case of any vested PSUs held by the Participant on the Termination Date, the Company will settle those PSUs as soon as practicable after the Termination Date in accordance with this Plan.

6.4 Resignation, Retirement, Death or Disability

If the Participant resigns or Retires from the Company or dies or has a Disability, then:

(c) in the case of any vested PSUs held by the Participant on the Termination Date, the Company will settle those PSUs as soon as practicable after the Termination Date in accordance with this Plan.

6.5 Other

The Company may acquire, settle or redeem a PSU for cancellation on terms other than those prescribed in a PSU Agreement on terms separately agreed by the Board and the Participant.

Part 7. Change of Control

7.1 Effect of a Change of Control

Where there is a prospective Change of Control and the Board is not satisfied that the Person acquiring control intends to assume and honour an Award or to substitute an “Alternative

Award", the Board, in addition to its other powers, may terminate this Plan and accelerate vesting of an Award and instruct the Company to give written notice to the Participant advising that this Plan is to be terminated effective immediately before the Change of Control and the number of PSUs the Board in its discretion has deemed to have vested and setting a settlement date immediately before the termination of this Plan.

7.2 Alternative Award

In order to qualify as an Alternative Award, the right being substituted for an Award must (i) be based on a share that is listed on the TSX or other public trading market, (ii) provide the Participant with rights and entitlements substantially equivalent to or better than under its existing Award, including as to the terms of vesting, (iii) recognize, for purpose of vesting, the time the existing Award has been held before the Change of Control and (iv) have substantially equivalent economic value to the value of that Award (determined immediately before the Change of Control).

7.3 Powers of the Board

If there is a prospective Change of Control, the Board may (i) make any changes to the terms of a PSU Agreement and an Award as it considers fair and appropriate in the circumstances, including to give effect to section 7.1, provided those changes are not adverse to the Participant, (ii) otherwise modify the terms of a PSU Agreement or an Award to assist the Participant in participating in the transaction leading to the Change of Control and (iii) terminate, conditionally or otherwise, an Award not settled following successful completion of the Change of Control. If the prospective Change of Control is not completed, the Company will return to the Participant an Award that vests pursuant to this section and, if settled, the Common Shares issued on settlement will be reinstated as authorized but unissued Common Shares and the original terms applicable to the Award will be reinstated.

Part 8. Amendments and Termination

8.1 Amendments and Termination

(1) The Board may amend, suspend or terminate this Plan, a PSU Agreement and an outstanding Award, or any part of this Plan, a PSU Agreement or an outstanding Award, at any time and for any purpose, without notice to or approval of any Person, including the shareholders of the Company, except where required by law, including the rules, regulations and policies of the TSX.

(2) Without limiting subsection (1), the Board may make the following types of changes or amendments to this Plan, a PSU Agreement or an Award without seeking shareholder approval:

(a) amendments of a "housekeeping" or administrative nature, including any amendment to cure any ambiguity, error or omission in this Plan or PSU Agreement or to correct or supplement any provision of this Plan or a PSU Agreement that is inconsistent with any other provision of this Plan;

(b) amendments necessary to comply with applicable laws or regulations, including the rules, regulations and policies of the TSX;

(c) amendments necessary for this Plan or an Award to comply with or to qualify for favourable treatment under applicable tax laws or regulations;
(d) amendments to, or waivers of, the vesting provisions or other conditions of this Plan, a PSU Agreement or an Award;
(e) amendments to the termination or early termination provisions of an Award (including an Award held by an Insider) that does not entail an extension beyond the original expiry date of that Award;
(f) amendments to change any restrictions on the entitlement to or eligibility for an Award;
(g) amendments to or the addition of a financial assistance provision;
(h) amendments or changes to the process by which Participants are entitled to exercise an Award; and
(i) amendments necessary to suspend or terminate this Plan, a PSU Agreement or an Award.

(3) Shareholder approval will be required for the following amendments:
(a) amendments to the number of Common Shares issuable under this Plan (other than as permitted under this Plan), including an increase to a fixed maximum percentage of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares;
(b) amendments to extend the term of an Award held by an Insider beyond the original expiry date unless otherwise permitted by this Plan;
(c) amendments to the amendment provisions in this section; and
(d) amendments required to be approved by shareholders under applicable law or regulations, including the rules, regulations and policies of the TSX.

(4) Except as permitted in this Plan or a PSU Agreement, no action of the Board or shareholders may adversely alter or impair the rights of the Participant without the consent of the Participant under an Award previously granted to the Participant.

Part 9. General

9.1 Capital Adjustments

If there is any change in the capital of the Company affecting the Common Shares, including as a result of a stock split or consolidation, combination or exchange of shares, merger, amalgamation, spin-off or other special distribution (other than distributions or cash dividends in the ordinary course) of the Company's assets to shareholders, or similar corporate event or transaction, the Board, in its discretion, may make any adjustments it determines to be appropriate to reflect that change (for the purpose of preserving the value of an Award or the rights of the Participant), including to (i) the number or kind of shares or other securities reserved for issuance under this Plan, (ii) the number or kind of shares or other securities subject to an outstanding Award, (iii) the

number of PSUs held by the Participant and (iv) other value determinations (including performance conditions) applicable to this Plan, a PSU Agreement or an outstanding Award.

9.2 Unsecured Obligations

The Company’s obligations under this Plan, a PSU Agreement and an Award are unsecured obligations, and the Participant will not have any greater rights than those of an unsecured general creditor of the Company.

9.3 Clawback

If any of the following events occurs:

(a) the Participant fails to comply with any obligation to the Company or any Subsidiary (i) to maintain the confidentiality of information relating to the Company or that Subsidiary or its business, including after cessation of employment, (ii) not to engage in employment or business activities that compete with the business of the Company or that Subsidiary, whether during or after employment with the Company or that Subsidiary, and whether that obligation is set out in a PSU Agreement or other agreement between the Participant and the Company or that Subsidiary, including an employment or consulting agreement, or (iii) not to solicit employees or other service providers, customers or suppliers of the Company or that Subsidiary, whether during or after employment with the Company or that Subsidiary, and whether that obligation is set out in a PSU Agreement or other agreement between the Participant and the Company or that Subsidiary, including an employment or consulting agreement (collectively, a “Restrictive Covenant”);

(b) the Participant’s employment or service is terminated under section 6.2;

(c) the Board determines that the Participant engaged in conduct that causes material financial or reputational harm to the Company or its Subsidiaries, or engaged in gross negligence, willful misconduct or fraud in respect of the performance of the Participant’s duties to or for the Company or a Subsidiary; or

(d) the Company’s financial statements (the “Original Statements”) are required to be restated (other than as a result of a change in accounting policy or under applicable financial reporting standards) and the restated financial statements (the “Restated Statements”) disclose, in the Board’s opinion, materially worse financial results than those contained in the Original Statements,

then the Board, in its discretion, to the extent it determines that its action is in the best interests of the Company, and in addition to any other rights that the Company or a Subsidiary may have at law or under any agreement, may take one or more of the following actions:

(e) require the Participant (and the Participant agrees) to reimburse the Company for any amount paid to the Participant in respect of an Award in cash (i) in the case where paragraph (a), (b) or (c) applies, in the 12 months before the Participant failed to comply with a Restrictive Covenant or was terminated under paragraph (b) or the Board made a determination under paragraph (c) or (ii) in the case where paragraph (d) applies, the excess of the amount that should otherwise have been paid in respect of that Award had the determination of that amount been based on the Restated Statements, in each case, less any Applicable Withholding Taxes;

(f) reduce the number or value of, or cancel and terminate, any one or more unvested grants of PSUs on or before the vesting dates, or cancel or terminate any outstanding PSUs that have vested in the 12 months before the date on which the Participant failed to comply with a Restrictive Covenant or was terminated under paragraph (b) or the Board made a determination under paragraph (c) or the Board determined that the Original Statements are required to be restated (each such date being a “Relevant Equity Recoupment Date”); or

(g) require the Participant (and the Participant agrees) to pay to the Company the value of any Common Shares acquired by the Participant pursuant to an Award granted in the 12 months before a Relevant Equity Recoupment Date (less any amount paid by the Participant to acquire those Common Shares) less any Applicable Withholding Taxes.

9.4 Successors and Assigns

This Plan is binding on all successors and permitted assigns of the Participating Companies and the Participant, including the legal representative of the Participant, or any receiver or trustee in bankruptcy or representative of the creditors of a Participating Company or the Participant.

9.5 No Special Rights

Nothing in this Plan or by the grant of an Award will confer on the Participant any right to the continuation of the Participant’s employment by a Participating Company or interfere in any way with the right of any Participating Company at any time to terminate the Participant’s employment or to increase or decrease the compensation of the Participant.

9.6 Other Employee Benefits

The amount of any compensation received by the Participant as a result of the exercise or settlement of any PSU will not constitute compensation with respect to which any other employee benefits of the Participant are determined, including benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, unless otherwise determined by the Board.

9.7 No Liability

Participating Companies will not be liable to the Participant for any loss resulting from a decline in the price or market value of any Common Shares.

9.8 Government Regulation and Grant Restrictions

(1) The Company’s obligation to issue and deliver Common Shares under an Award is subject to (i) the qualification or registration of those Common Shares under applicable securities laws or the availability of and compliance with applicable exemptions from those securities laws, (ii) the listing of those Common Shares on the TSX or on any other stock exchange on which the Common Shares may then be listed and (iii) the receipt from the Participant of any information for the purpose of complying with applicable securities or privacy laws and the rules, regulations and policies of the TSX or any other stock exchange on which the Common Shares may then be listed and of representations, agreements and undertakings as to future dealings in those Common Shares in order to safeguard against the violation of the securities or other laws of any jurisdiction, in each case, as the Company determines to be necessary or advisable for that purpose.

(2) An Award may not be granted with a Date of Grant or effective date earlier than the date on which all actions required to grant the Award has been completed.

16.9 No Rights as a Shareholder

The Participant will not have any rights as a holder of any Common Shares covered by an Award, including the right to vote or to receive dividends or other distributions on the Common Shares.

16.10 Tax Matters Generally

(1) The Participant is responsible for completing and filing any tax returns that may be required under Canadian, United States or other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of the Participant’s participation in this Plan and the granting, vesting, payment or settlement of an Award.

(2) The Participant is solely responsible for the payment of any Applicable Withholding Taxes. The Company and any other Participating Company (as applicable) will have the right to deduct from any payment or other settlement to be made in connection with this Plan, or to require, before the issuance or delivery of Common Shares or other property, payment by the Participant of any Applicable Withholding Taxes. The Company or any Participating Company (as applicable) may also make alternative arrangements with the Participant as to the payment or funding of any such Applicable Withholding Taxes.

(3) The Company does not make any representation to the Participant as to the tax consequences of an Award. Neither the Company nor any other Participating Company will have any liability for any tax, interest or penalties that the Participant may incur as a result of the grant, vesting, exercise or settlement of an Award.

16.11 Severability

The invalidity or unenforceability of any provision of this Plan will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be severed from this Plan.

16.12 Effective Date

This Plan is effective ____, 2025 following its ratification by the shareholders of the Company.

Addendum for U.S. Participants

Introduction

The provisions of this addendum to the Plan (the “Addendum”) apply to Awards granted to or held while a U.S. Participant. All capitalized terms used but not defined in this Addendum have the meanings ascribed to them in the Plan. Part and section references set forth below refer to parts and sections of the Plan unless explicitly provided otherwise. This Addendum shall have no effect on any terms and provisions of the Plan or any Awards except as set forth below.

Definitions

As used in this Addendum and/or the Plan with respect to any U.S. Participant:

a. “10% Shareholder” means a Person who on any given date owns, directly or indirectly (taking into account the attribution rules set forth under Code Section 424(d)), shares possessing more than 10% of the total combined voting power of all classes of securities of the Company or a Related Company.

b. “Change of Control” has the meaning ascribed to such term in the Plan; provided, that a Change of Control shall be limited to a “change in control event” as defined under Code Section 409A to the extent necessary to avoid the imposition of taxes, penalties and interest under Code Section 409A in the case of a U.S. Participant.

c. “Code Section 409A” means Code Section 409A and the Treasury Regulations and other guidance promulgated thereunder.

d. “Date of Grant” has the meaning ascribed to such term in the Plan; provided, that where required for U.S. federal income tax purposes (including to calculate an ISO holding period and to determine the Fair Market Value of a share of Common Stock for purposes of establishing an Option Exercise Price), the Date of Grant shall be no earlier than the date on which the Company completes the corporate action necessary to create a legally binding right to an Award.

e. “Disability” of a U.S. Participant in respect of an ISO shall mean “permanent and total disability” as defined in Code Section 22(e)(3).

f. “Disqualifying Disposition” means any disposition of ISO-acquired Common Shares occurring on or before the later of (i) the second anniversary of the Date of Grant and (ii) the first anniversary of the exercise of the ISO (or the first anniversary of the date of vesting of such ISO-acquired Common Shares, if initially subject to a substantial risk of forfeiture).

g. “Fair Market Value” has the meaning ascribed to such term in the Plan; provided, that Fair Market Value shall be determined consistent with the principles of Code Section 409A, 422 or 424, as and to the extent applicable, in the case of a U.S. Participant.

h. [Reserved].

i. “ITA” means the Income Tax Act (Canada), as amended, and regulations promulgated thereunder.

j. [Reserved]

k. “Related Company” means any present or future “subsidiary corporation” or “parent corporation” of the Company as those terms are defined in Code Section 424.

l. “Related Entity” means a corporation related to the Company within the meaning of the ITA.

m. “Separation from Service” means, with respect to a U.S. Participant, any event that constitutes a separation from service under Treasury Regulation Section 1.409A-1(h).

n. “Specified Employee” has the meaning set forth in Treasury Regulation Section 1.409A-1(i).

o. “Termination Date” has the meaning ascribed to such term in the Plan; provided, that a U.S. Participant’s Termination Date shall mean the date of a U.S. Participant’s Separation from Service to the extent necessary to avoid the imposition of taxes, penalties and interest under Code Section 409A.

p. “Termination Event” means the time at which an Eligible Director ceases to hold all positions with the Company or a Related Entity as a result of the Eligible Director’s death or retirement or resignation from, or loss of, an office or employment for purposes of paragraph 6801(d) of the regulations under the ITA.

q. “Treasury Regulation” means any U.S. Treasury Regulation promulgated under the Code.

Plan Not Subject to ERISA

The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

[Reserved]
[Reserved]
[Reserved]
Performance Share Units

In the case of PSUs granted to a U.S. Participant, the related PSU Agreement shall provide for settlement of vested PSUs in a manner that complies with or is exempt from Code Section 409A.

[Reserved]
[Reserved]
[Reserved]
[Reserved]
General Matters Applicable to Awards – Employees, Etc.

For clarity, it is intended that PSUs be exempt from compliance with Code Section 409A. if for any reason they are required to comply with the requirements of Code Section 409A, then, consistent with that requirement, any PSUs that are outstanding, vested and eligible for settlement shall be settled upon or within 30 days following the earlier of (a) the PSU Vesting Date and (b) the date of the U.S. Participant’s Separation from Service (to the extent not forfeited in connection with such Separation from Service).

[Reserved]
Change of Control

In the case of Awards held by U.S. Participants, the following limitations shall apply in respect of actions otherwise permitted under Part 7 of the Plan in connection with a Change of Control:

a. Any assumption or substitution of outstanding Awards by a surviving, successor or acquiring entity shall be effected in accordance with Code Sections 409A and 424 to the extent applicable.
b. Any assumed or substituted Awards that are subject to Code Section 409A shall be paid, if ever, solely in accordance with the payment schedule set forth in the Plan (as modified by this Addendum) and any applicable Award Agreement.
c. In respect of Awards subject to Code Section 409A, the Board shall be authorized to terminate the Plan and accelerate vesting, exercise and/or settlement of Awards in connection with a Change of Control solely to the extent that the Change of Control is a “change in control event” as defined under Code Section 409A.
d. The last sentence of section 7.3 of the Plan shall not apply with respect to Awards held by U.S. Participants.

Capital Adjustments

Any adjustments otherwise permitted under section 9.1 of the Plan shall be permitted with respect to Awards held by U.S. Participants solely in compliance with the requirements of Code Sections 409A, 422 and 424, as applicable.

Clawback

In the case of a U.S. Participant, any recoupment otherwise permitted or required under section 9.3 of the Plan shall be effected in accordance with the offset rules and other relevant provisions of Code Section 409A.

17. Limitations on Actions

With respect to U.S. Participants, the acceleration or delay of the time or schedule of any vesting or payment under the Plan that is subject to (or would make an Award subject to) Code Section 409A is prohibited except as provided in regulations and administrative guidance promulgated under Code Section 409A. Any consideration payable under the Plan or otherwise in respect of an Award in connection with any event shall, in the case of an Award held by a U.S. Participant, be limited, accelerated or delayed, as applicable, to the minimum extent necessary to avoid taxation under Code Section 409A.

18. Compliance with US Tax Laws

a. Awards held by U.S. Participants under the Plan are intended comply with, or satisfy an exemption from, Code Section 409A, and each provision of the Plan and applicable Award Agreement shall be interpreted and construed consistent with the applicable intent. To the extent that any Award is subject to Code Section 409A, it shall be paid or settled solely in a manner that complies with Code Section 409A.

b. If any provision of the Plan or any Award or Award Agreement contravenes Code Section 409A or could cause a U.S. Participant to incur any tax, interest or penalties under Code Section 409A, the Board may, in its sole discretion and without the U.S. Participant's consent, modify such provision to: (i) comply with, or avoid being subject to, Code Section 409A, or to avoid incurring taxes, interest and penalties under Code Section 409A; and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Participant of the applicable provision without materially increasing the cost to the Company or contravening Code Section 409A. However, the Company shall have no obligation to modify the Plan or any Award or Award Agreement and does not guarantee that Awards will not be subject to taxes, interest and penalties under Code Section 409A.

c. With respect to Awards subject to Code Section 409A, all payments to be made upon (or on a date determined by reference to) a U.S. Participant's Termination Date shall only be made upon (or on a date determined by reference to) his or her Separation from Service, and in such a case, "termination," "separation" and similar terms will be construed accordingly. If on the date of the U.S. Participant's Separation from Service (i) the Company's stock (or stock of any other company that is required to be aggregated with the Company in accordance with the requirements of Code Section 409A) is publicly traded on an established securities market or otherwise, and (ii) the U.S. Participant is a Specified Employee, then any amounts payable to the Participant under the Plan due to, and upon or within six months following, the U.S. Participant's Separation from Service (other than due to death) will be postponed and instead paid in a single lump sum, without interest, on the Corporation's first regular payroll date occurring more than six months after the U.S. Participant's Separation

from Service; provided, that if the U.S. Participant dies prior to payment of any amounts postponed hereunder, such amounts shall be paid to the U.S. Participant’s estate within 30 days following the U.S. Participant’s death.

d. Notwithstanding anything herein to the contrary, U.S. Participants (and their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan (whether under Code Section 83, 409A, 422, 424 or 457A or otherwise). The Board and the Corporation make no guarantee to any Person regarding the tax treatment of Awards or payments made under the Plan. Without limitation, the Company and the Board do not guarantee that Awards will not be subject to taxes, interest and penalties under Code Section 409A, and they will not have any liability to a U.S. Participant or to any other Person if an Award that is intended to be exempt from, or compliant with, Code Section 409A is found not to be so exempt or compliant. If any amount or benefit under this Plan or any Award is subject to taxes, penalties and/or interest under Code Section 409A, the affected Participant (and not the Company) will be solely responsible for the payment of those amounts.