As filed with the Securities and Exchange Commission
on December 18, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FORTIS INC.
(Exact name of registrant as specified in its charter)
Newfoundland and Labrador,
Canada
(State or other jurisdiction of
incorporation or organization) |
98-0352146
(I.R.S. Employer
Identification No.) |
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Fortis Place, Suite 1100
5 Springdale Street
St. John’s, Newfoundland and Labrador
Canada
(709) 737-2800
(Address of Principal Executive Offices) |
A1E 0E4
(Zip Code) |
Fortis Inc. Omnibus Equity Plan
(Full title of plan)
FortisUS Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address and telephone number, including
area code of agent for service)
with copies to:
James R. Reid
Executive Vice President,
Sustainability and Chief Legal Officer
Fortis Inc.
Fortis Place, Suite 1100
5 Springdale Street
St. John’s, Newfoundland and Labrador, Canada
A1E 0E4
(709) 737-2800
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer x |
Accelerated filer ¨ |
Non-accelerated
filer (do not check if a smaller reporting company) ¨ |
Smaller reporting
company ¨ |
|
Emerging
growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Fortis Inc. (the “Registrant”
or the “Company”) hereby incorporates the following documents by reference into this Registration Statement:
| b) | The Registrant’s unaudited condensed consolidated interim financial statements as at and for
the interim periods ended September 30, 2023, June 30, 2023 and March 31, 2023 furnished as Exhibit 99.2 to the
reports on Form 6-K furnished to the Commission on October 27,
2023, August 2,
2023 and May 3,
2023, respectively, and the Registrant’s management discussion and analysis of financial condition and results of
operations for the interim periods ended September 30, 2023, June 30, 2023 and March 31, 2023, furnished as
Exhibit 99.3 to the reports on Form 6-K furnished to the Commission on October 27,
2023, August 2,
2023 and May 3, 2023, respectively. |
| c) | All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange of
1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report
referred to in (a) above. |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document, which also is, or is deemed to be, incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Corporations Act (Newfoundland and Labrador)
(the “Corporations Act”), except in respect of an action by or on the Company’s behalf to obtain a judgment in
the Company’s favor, the Company may indemnify a director or officer, a former director or officer, or a person who acts or has
acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor,
and his or her heirs and legal representatives (each, an “indemnified person”), against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnified person in respect of a civil,
criminal or administrative action or proceeding to which the indemnified person is made a party by reason of being or having been the
Company’s director or officer or that of a body corporate, if the director or officer to be indemnified (i) acted honestly
and in good faith with a view to the Company’s best interests, and (ii) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. The Company
may with the approval of a court indemnify an indemnified person in respect of an action by or on the Company’s behalf to obtain
a judgment in the Company’s favor or by or on behalf of another body corporate to obtain a judgment in its favor, to which the person
is made a party because of being or having been the Company’s director or officer or, at the Company’s request, being or having
been a director or officer of such other body corporate, against all costs, charges and expenses reasonably incurred by the person in
connection with the action where the person fulfils the conditions set out in (i) and (ii) above.
Under Section 207 of the Corporations Act,
notwithstanding the above, an indemnified person is entitled to indemnity from the Company in respect of costs, charges and expenses reasonably
incurred by the person in connection with the defense of a civil, criminal or administrative action or proceeding to which the person
is made a party because of being or having been the Company’s director or officer or a director or officer of a body corporate,
where the person seeking indemnity:
| · | was substantially successful on the merits in his or her defense of the action or proceeding; |
| · | qualifies
in accordance with the standards set out in the above paragraph; and |
| · | is
fairly and reasonably entitled to indemnity. |
In addition, the Company may purchase and maintain
insurance for the benefit of an indemnified person against liability incurred by the person (a) in his or her capacity as the Company’s
director or officer, except where the liability relates to his or her failure to act honestly and in good faith with a view to the Company’s
best interests; or (b) in his or her capacity as a director or officer of another body corporate where he or she acts or acted in
that capacity at the Company’s request, except where the liability relates to his or her failure to act honestly and in good faith
with a view to the best interests of that body corporate.
Subject to the above provisions of the Corporations
Act, the Company’s by-laws require the Company to indemnify a director or officer, a former director or officer, or a person who
acts or has acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity,
or his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which
the individual is involved because of that association with the Company or such other entity. The Company’s by-laws authorize the
Company to purchase and maintain insurance for the benefit of any such person against such liabilities and in such amounts as the Company’s
board may determine and are permitted by the Corporations Act. The Company’s by-laws further authorize the Company to execute indemnity
agreements evidencing the Company’s indemnity in favor of the foregoing persons to the full extent permitted by law. The Company’s
by-laws provide that, unless prohibited by the Corporations Act, the Company may advance moneys to any director, officer or other person
for the costs, charges and expenses of any such proceeding; provided, however, that such person must repay the moneys to the Company if
the individual is found to not be entitled to indemnification under the Corporations Act.
The Company has purchased insurance against potential
claims against the Company’s directors or officers and against loss for which the Company may be required or permitted by law to
indemnify such directors and officers. The Company has also entered into indemnity agreements with the Company’s directors and officers
which provide, among other things, that the Company will indemnify such persons to the full extent permitted by law. Pursuant to these
agreements, the Company has agreed to provide such persons an advance of defense costs prior to final disposition of a proceeding, subject
to an obligation for such persons to repay such advance if the individual is found to not be entitled to indemnification under the Corporations
Act or otherwise at law.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index to this Registration Statement is incorporated
herein by reference as the list of exhibits required as part of this Registration Statement.
Item 9. Undertakings.
| (a) | The Registrant hereby undertakes: |
| 1. | To file during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in this Registration Statement; |
provided,
however, that paragraphs 1(i) and 1(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| 2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| 3. | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (b) | The Registrant hereby undertakes that, for the purposes of determining any liability under the Securities
Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. John’s, Province of Newfoundland and Labrador, Country of Canada, on December 18, 2023.
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FORTIS INC. |
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By: |
/s/ Jocelyn H. Perry |
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Name: |
Jocelyn H. Perry |
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Title: |
Executive
Vice President, Chief Financial Officer |
Signature Page to Form S-8
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Jocelyn H. Perry, James R. Reid and David G. Hutchens, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective
capacities indicated below.
Name |
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Title |
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Date |
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/s/ David G. Hutchens |
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President and Chief Executive Officer, Director |
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December 18, 2023 |
David G. Hutchens |
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(Principal Executive Officer) |
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/s/ Jocelyn H. Perry |
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Executive Vice President, Chief Financial Officer |
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December 18, 2023 |
Jocelyn H. Perry |
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(Principal Financial Officer and Accounting Officer) |
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/s/ Jo Mark Zurel |
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Chairman of the Board of Directors |
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December 18, 2023 |
Jo Mark Zurel |
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/s/ Tracey C. Ball |
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Director |
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December 18, 2023 |
Tracey C. Ball |
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/s/ Pierre J. Blouin |
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Director |
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December 18, 2023 |
Pierre J. Blouin |
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/s/ Lawrence T. Borgard |
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Director |
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December 18, 2023 |
Lawrence T. Borgard |
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/s/ Maura J. Clark |
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Director |
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December 18, 2023 |
Maura J. Clark |
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/s/ Lisa Crutchfield |
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Director |
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December 18, 2023 |
Lisa Crutchfield |
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/s/ Margarita K. Dilley |
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Director |
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December 18, 2023 |
Margarita K. Dilley |
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/s/ Julie A. Dobson |
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Director |
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December 18, 2023 |
Julie A. Dobson |
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/s/ Lisa L. Durocher |
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Director |
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December 18, 2023 |
Lisa L. Durocher |
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/s/ Gianna M. Manes |
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Director |
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December 18, 2023 |
Gianna M. Manes |
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/s/ Donald R. Marchand |
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Director |
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December 18, 2023 |
Donald R. Marchand |
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Power of Attorney to
Form S-8
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative
of Fortis Inc. in the United States, on December 18, 2023.
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By: |
/s/ David G. Hutchens |
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Name: |
David G. Hutchens |
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Title: |
President and Chief Executive Officer |
Authorized Representative Page of Form S-8
Exhibit Index
Exhibit 5.1
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155 Wellington Street West
Toronto, ON M5V 3J7 Canada
dwpv.com |
File 258920
December 18, 2023
Fortis Inc.
Fortis Place, Suite 1100
5 Springdale Street
St. John’s, Newfoundland and Labrador
A1E 0E4
Dear Sirs/Mesdames:
Fortis Inc. – SEC Registration Statement on Form S-8
We have acted as counsel in the Province of Newfoundland and Labrador
to Fortis Inc., a corporation existing under the Corporations Act (Newfoundland and Labrador) (the “Corporation”),
in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8
(the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the registration under the Securities Act of the offer and sale of 4,000,000 common shares of the
Corporation (the “Shares”), issuable under the Corporation’s Omnibus Equity Plan (the “Plan”).
The opinion set forth herein is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related
prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
We have examined such records of the Corporation, public officials
and others and originals, copies or facsimiles of such agreements, instruments, certificates and documents as we have deemed necessary
or advisable as a basis for the opinions expressed below. We have also relied, as to certain matters of fact, on a certificate of an officer
of the Corporation dated December 18, 2023.
For the purposes of the opinions expressed below, we have assumed,
without any independent investigation or verification, the genuineness of all signatures, the legal capacity of all individuals, the authenticity
of all original documents and the conformity to originals of all copies of documents reviewed by us.
This opinion is limited to the laws of the Province of Newfoundland
and Labrador and the laws of Canada applicable therein in effect on the date hereof (“Applicable Law”). We express
no opinion as to the laws or any matters governed by any laws other than Applicable Law.
Based and relying upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized by the Corporation and, upon issuance and delivery in compliance with all of the terms
of the Plan, will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation.
The opinion set forth herein is rendered solely for the Corporation’s
benefit in connection with the Registration Statement and may not be used or relied upon by any other person, nor may this letter or any
copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
We hereby consent to the use of this letter as an exhibit to the Registration
Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations promulgated thereunder.
Yours very truly,
/s/ Davies Ward Phillips & Vineberg LLP |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our reports dated February 9, 2023, relating to the financial statements of Fortis Inc. (the “Corporation”)
and the effectiveness of the Corporation’s internal control over financial reporting, appearing in the Corporation’s Annual
Report on Form 40-F for the year ended December 31, 2022.
/s/ Deloitte LLP
St. John’s, Canada
December 18, 2023
Exhibit 99.1
FORTIS INC.
OMNIBUS EQUITY PLAN
Effective as of January 1, 2024
Article 1
Preamble and Definitions
This Omnibus Equity Plan of
Fortis Inc. (the “Corporation”), as amended or restated from time to time, shall be called the “Omnibus Equity
Plan” and is referred to herein as the “Plan”.
The purpose of the Plan is to:
(a) promote alignment of interests between the senior management of the Corporation and its Subsidiaries and the shareholders of
the Corporation; (b) foster the growth and success of the business of the Corporation in accordance with its vision; (c) ensure
that management is focused on the Corporation’s primary business objectives; and (d) assist the Corporation in attracting and
retaining senior management.
In the Plan, the following terms
have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
“Administrator” means
such administrator, including any administrative agent or trustee, as may be appointed by the Corporation and identified to Participants
from time to time to assist in the administration of the Plan in accordance with Section 7.1, which administrator may be the Corporation
or any of its Subsidiaries acting for the benefit of Participants;
“Affected Participant”
means, in connection with a Change of Control pursuant to:
| (a) | clause (a) of the definition of Change of Control, each Participant;
or |
| (b) | clause (b) of the definition of Change of Control, each Participant
who is an Employee of the affected Subsidiary who ceases to be employed by the Corporation or any of its Subsidiaries immediately following
such Change of Control; |
“Applicable Exchange Rate”
means, in connection with any conversion to or from U.S. Dollars required pursuant to the Plan, the Exchange Rate as of the Business
Day immediately prior to the Grant Date of such Award or any underlying Award, as applicable;
“Award” means a Restricted
Share Unit or a Performance Share Unit granted pursuant to the Plan and “Awards” means any of the foregoing, as the
circumstances require;
“Blackout Period”
means a period when a Participant is prohibited from trading in the Corporation’s securities pursuant to applicable securities laws
or the Corporation’s written policies then in effect;
“Board” means the
board of directors of the Corporation;
“Business Day” means
any day, other than a Saturday, Sunday or statutory or civic holiday in the Provinces of Ontario or Newfoundland and Labrador;
“Canadian Dollars”
means the lawful currency of Canada;
“Canadian Taxpayer”
means a resident of Canada for purposes of the Tax Act and any applicable income tax treaty, and any non-resident of Canada that is subject
to tax under the Tax Act on all or any part of an Award granted hereunder;
“Change of Control”
means:
| (a) | with respect to the Corporation, the occurrence of any one or more of the following events: |
| (i) | the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or combination
of Persons acting jointly or in concert with each other, of Voting Securities representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding Voting Securities; |
| (ii) | the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions,
of assets, rights or properties of the Corporation and/or any of its Subsidiaries which have an aggregate book value greater than 50%
of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other Person,
other than a disposition to a wholly owned Subsidiary in the course of a reorganization of the assets of the Corporation and its Subsidiaries; |
| (iii) | the adoption of a resolution to wind-up, dissolve or liquidate the Corporation; |
| (iv) | as a result of or in connection with: (A) a contested election of Directors; or (B) a consolidation,
merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its affiliates and another
corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to
the Board shall not constitute a majority of the Board; or |
| (v) | the Board adopts a resolution to the effect that a change of control of the Corporation has occurred or
is imminent; and |
| (b) | with respect to any Subsidiary, the occurrence of any one or more of the following events: |
| (i) | the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or combination
of Persons acting jointly or in concert with each other, other than the Corporation or another Subsidiary (or a combination thereof),
of voting securities of such Subsidiary representing more than 50% of the aggregate ordinary voting power represented by the issued and
outstanding voting securities of such Subsidiary; |
| (ii) | the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions,
of assets, rights or properties of such Subsidiary which have an aggregate book value greater than 50% of the book value of the assets,
rights and properties of such Subsidiary on a consolidated basis to any other Person, other than a disposition to the Corporation or another
Subsidiary (or a combination thereof) in the course of a reorganization of the assets of such Subsidiary; |
| (iii) | the adoption of a resolution to wind-up, dissolve or liquidate the Subsidiary; or |
| (iv) | the Committee determines that a change of control with respect to such Subsidiary has occurred or is imminent; |
“Change of Control Determination
Date” has the meaning ascribed thereto in Section 5.2(c);
“Clawback Policy”
means, as applicable, the clawback policy of the Corporation in effect from time to time and any similar policy of the Corporation in
effect from time to time, but only to the extent such policy applies to a Participant;
“Committee” means
the Human Resources Committee or other committee of Directors designated by the Board from time to time to administer the Plan and consisting
of not less than three members of the Board, each of whom qualifies as independent under section 1.4 of National Instrument 52-110
– Audit Committees and the applicable rules of the NYSE, and where no such committee has been appointed, means the Board;
provided, however, without limiting the foregoing, that if the Corporation ceases to qualify as a “foreign private issuer”
(as defined in Rule 3b-4 under the Exchange Act), the Committee shall be a committee of the Board comprised of not less than two
directors, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act;
“Common Share Account”
has the meaning ascribed thereto in Section 2.5(a);
“Common Shares” means
the common shares of the Corporation, and such other securities as may be substituted (or re-substituted) for the common shares of the
Corporation pursuant to Article 5;
“Corporation” means
Fortis Inc. and any successor corporation whether by arrangement, amalgamation, merger or otherwise;
“Director” means
a director of the Corporation;
“Disability” means,
with respect to a Participant, the illness of the Participant resulting in the Participant’s absence from their full-time duties
with the Corporation or a Subsidiary such that the employment relationship is frustrated (subject to the parties’ obligations pursuant
to human rights legislation, as applicable);
“Earned Performance Share Units”
has the meaning ascribed thereto in Section 4.5;
“Election Deadline”
means, unless extended by the Committee or as may be otherwise provided in the Plan, the date that is: (a) in the case of a Restricted
Share Unit, 30 days prior to the Vesting Date of such Restricted Share Unit; and (b) in the case of a Performance Share Units, 30 days
prior to the Payment Criteria End Date for such Performance Share Unit;
“Employee” means
an employee of the Corporation or a Subsidiary, and includes an officer of the Corporation or a Subsidiary, but excludes a director of
the Corporation or a Subsidiary who is not also an employee of the Corporation or a Subsidiary;
“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended;
“Exchange Rate” means,
as of a relevant date, the daily average rate of exchange of the Bank of Canada for converting Canadian Dollars to U.S. Dollars, or vice
versa as the circumstances require, or if on such date a daily average rate of exchange of the Bank of Canada is not available, the
daily average rate of exchange of the Bank of Canada on the immediately preceding day on which such exchange rate is available or the
equivalent exchange rate published by such other source as may be determined by the Committee, acting in good faith;
“Executive Compensation Policy”
means, as applicable, the executive compensation policy of the Corporation in effect from time to time and any similar policy or practice
of the Corporation or any Subsidiary in effect from time to time, but only to the extent such policy or practice applies to a Participant;
“Good Reason” means
the occurrence, after a Change of Control, of any of the following events without the Affected Participant’s written consent:
| (a) | a reduction in the base salary of the Affected Participant other than a general reduction that affects
all similarly situated Employees of the Corporation or Subsidiary, as applicable, in substantially the same proportions; |
| (b) | a reduction in the Affected Participant’s target short term incentive or long term incentive opportunity,
other than a general reduction that affects all similarly situated Employees of the Corporation or Subsidiary, as applicable, in substantially
the same manner; |
| (c) | any failure by the Corporation or Subsidiary, as applicable, to comply with any material terms of the
Affected Participant’s employment as in effect immediately prior to such Change of Control, other than an inadvertent failure not
occurring in bad faith and which is remedied by the Corporation or such Subsidiary promptly after receipt of written notice thereof given
by the Affected Participant; |
| (d) | any material adverse change in the Affected Participant’s duties, responsibilities, authority, title,
status or reporting structure as in effect immediately prior to the Change of Control; |
| (e) | the discontinuation or amendment of any equity incentive plan, short term incentive plan, employee benefit
plan or other material fringe benefit or perquisite, if such discontinuation or amendment results in less favourable treatment of the
Affected Participant in the aggregate (unless minor or insignificant), taking into consideration any related amendment or replacement
plan, benefit or perquisite, as applicable; or |
| (f) | the Corporation or Subsidiary, as applicable, requiring the Affected Participant to be based at any office
or location other than: (i) within 50 kilometres of the Affected Participant’s office or location immediately prior to the
Change of Control; or (ii) at any other office or location previously agreed to in writing by the Affected Participant; |
“Grant Agreement”
means a Restricted Share Unit Grant Agreement or a Performance Share Unit Grant Agreement, as applicable;
“Grant Date” means
the effective date of each grant of an Award by the Committee to a Participant, which shall be January 1 of the calendar year of
such grant or such other date as determined by the Committee and specified in the applicable Grant Agreement;
“Insider” means a
“reporting insider” as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions
and includes associates and affiliates (as such terms are defined in the TSX Company Manual) of such “reporting insider”;
“Involuntary Employment Action”
means, with respect to a Participant, the termination of the Participant’s employment with the Corporation or a Subsidiary, as applicable,
by the Participant for Good Reason, which, subject to applicable employment standards legislation, shall be deemed to be effective on
the earlier of: (i) the last day worked by the Participant; and (ii) the date of termination of the Participant’s employment
as set out in the written notification of termination, each as determined by the Corporation or Subsidiary, as applicable;
“Involuntary Redemption Date”
means the Trading Day that is immediately prior to an Involuntary Employment Action;
“Just Cause” means
a determination by the Committee or the board of directors of the Subsidiary employer of a Participant, as applicable, that any of the
following has occurred: (a) wilful and continued failure by the Participant to substantially perform the Participant’s duties
to the Corporation or Subsidiary after a demand for substantial performance improvement has been delivered in writing to the Participant
which specifically identifies the manner in which the Participant has not substantially performed their duties; (b) wilful engaging
by the Participant in misconduct that is materially injurious to the Corporation or Subsidiary, monetarily or otherwise; (c) the
conviction of the Participant of a criminal offence involving dishonesty; or (d) any other action or omission that would be just
cause at law; provided that no act, or failure to act, on the Participant’s part shall be considered “wilful” unless
the Committee or the board of directors of the Subsidiary employer of a Participant, as applicable, determines that such act or failure
to act by the Participant was in bad faith and was not reasonably believed by the Participant to be in the best interests of the Corporation
or Subsidiary, as applicable;
“Market Price” means,
at any date in respect of the Common Shares: (a) the TSX Market Price; (b) solely in the case of Non-Canadian Participants,
the NYSE Market Price; or (c) in the event that the Common Shares are not listed and posted for trading on any stock exchange, the
Market Price shall be the fair market value of such Common Shares in Canadian Dollars as determined by the Committee, acting in good faith,
and, in the case of Participants who are Non-Canadian Participants, shall mean such Market Price converted into U.S. Dollars using the
Applicable Exchange Rate;
“Non-Canadian Participant”
means a Participant who is (a) a U.S. Taxpayer or (b) an Employee of a Subsidiary organized in a jurisdiction outside of Canada
and, in each such case, is not also a Canadian Taxpayer;
“NYSE” means the
New York Stock Exchange or any successor thereto;
“NYSE Market Price”
means the volume-weighted average trading price of the Common Shares determined by dividing the total value of the Common Shares traded
on the NYSE during the last five Trading Days immediately preceding the relevant date by the total volume of the Common Shares traded
on the NYSE during such five Trading Days (or, if the Common Shares are not then listed and posted for trading on the NYSE, shall be the
TSX Market Price for the same period converted into U.S. Dollars using the Applicable Exchange Rate);
“Outside Date” has
the meaning ascribed thereto in Section 9.5;
“Participant” means:
(a) any Employee to whom an Award has been granted in accordance with the terms and conditions of the Plan; and (b) any former
Employee who continues to have Awards in their Restricted Share Unit Account or Performance Share Unit Account in accordance with the
terms and conditions of the Plan;
“Payment Criteria”
means, in respect of any grant of Performance Share Units, the criteria stipulated by the Committee (subject, in the case of any Participant
who is the Employee of a Subsidiary, to consideration of any such criteria recommended by the board of directors of the Subsidiary employer
of such Participant) and set out in the applicable Performance Share Unit Grant Agreement (other than the mere continuation of Service
or the mere passage of time) and any additional criteria stipulated by the Committee pursuant to Section 4.1(c) in respect of
such grant, the satisfaction of which is a condition of the vesting of such Performance Share Units;
“Payment Criteria End Date”
means the last day of the Payment Criteria Period for any Performance Share Unit, including where such Payment Criteria Period has been
shortened or amended pursuant to the terms and conditions of the Plan;
“Payment Criteria Period”
means, in respect of any Performance Share Unit, the period commencing on the Grant Date and ending on December 31 of the calendar
year specified in the Performance Share Unit Grant Agreement relating to such Performance Share Unit, as such period may be shortened,
amended or otherwise stipulated by the Committee pursuant to the terms and conditions of the Plan, including in any Performance Share
Unit Grant Agreement;
“Payment Election”
means an election made in writing to the Administrator to receive the Payout Amount or Payout Shares in respect of Awards which become
fully Vested Awards pursuant to the terms and conditions of the Plan and the applicable Grant Agreement;
“Payout Amount” means,
with respect to each Vested Restricted Share Unit or Earned Performance Share Unit, a cash payment equal to the Market Price of one Common
Share on the applicable Pricing Date;
“Payout Percentage”
means the percentage determined by the Committee in accordance with a Participant’s Performance Share Unit Grant Agreement for a
Payment Criteria Period (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related
recommendation by the board of directors of the Subsidiary employer of such Participant) and used in the calculation of the Earned Performance
Share Units of such Participant in accordance with Section 4.5;
“Payout Share” means,
with respect to each Vested Restricted Share Unit or Earned Performance Share Unit, one Common Share;
“Performance Share Unit”
means a notional unit evidenced by an entry on the books of the Corporation which represents the right of a Participant, at their election,
subject to the terms and conditions of the Performance Share Unit Grant Agreement relating to such Performance Share Unit and the terms
and conditions of the Plan, to receive the Payout Amount or a Payout Share;
“Performance Share Unit Account”
means the account maintained for a Participant on the books of the Corporation into which Performance Share Units will be credited and
debited in accordance with the terms and conditions of the Plan;
“Performance Share Unit Grant
Agreement” means an agreement between the Corporation and a Participant consistent with the terms and conditions of the Plan
evidencing the grant of Performance Share Units to such Participant on the terms and conditions set forth therein;
“Person” includes
any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any
other form of entity or organization;
“Plan” has the meaning
ascribed thereto in Section 1.1;
“Pricing Date” means,
unless otherwise determined by the Committee pursuant to the Plan:
| (a) | for a Restricted Share Unit, the earlier of: |
| (i) | the Vesting Date for that Restricted Share Unit; and |
| (ii) | in the case of any Restricted Share Unit deemed to be redeemed prior to its original Vesting Date pursuant
to Section 5.2 or Section 6.2, the applicable date on which such Restricted Share Unit is deemed to be redeemed in accordance
with such Section; and |
| (b) | for a Performance Share Unit, the earlier of: |
| (i) | the Payment Criteria End Date for that Performance Share Unit; and |
| (ii) | in the case of any Performance Share Unit deemed to be redeemed prior to its original Payment Criteria
End Date pursuant to Section 5.2, the Change of Control Determination Date (in the case of Section 5.2(c)) or the Involuntary
Termination Date (in the case of Section 5.2(d)(ii)); |
provided that to the extent that any
such date occurs during a Blackout Period, such Pricing Date shall be extended to the sixth Business Day following the expiration of such
Blackout Period or such other date following the expiry of such Blackout Period as may be determined by the Committee, acting reasonably;
“Replaced Awards”
has the meaning ascribed thereto in Section 5.2(a);
“Replacement Awards”
has the meaning ascribed thereto in Section 5.2(a);
“Restricted Share Unit”
means a notional unit evidenced by an entry on the books of the Corporation which represents the right of a Participant, at their election,
subject to the terms and conditions of the applicable Restricted Share Unit Grant Agreement and the terms and conditions of the Plan,
to receive the Payout Amount or a Payout Share;
“Restricted Share Unit Account”
means the account maintained for a Participant on the books of the Corporation into which Restricted Share Units will be credited and
debited in accordance with the terms and conditions of the Plan;
“Restricted Share Unit Grant
Agreement” means an agreement between the Corporation and a Participant consistent with the terms and conditions of the Plan
evidencing the grant of Restricted Share Units to such Participant on the terms and conditions set forth therein;
“Retirement” means,
except as otherwise provided in Section 6.2(b)(v), the retirement of a Participant from Service on or after achieving at least age
55 and 10 years of Service, or such other retirement criteria as may be determined by the Committee or the board of directors of the Subsidiary
employer of a Participant, as applicable, in relation to the Participant, subject to any policy, practice or requirement relating to the
term of Service or other retirement criteria as may be stipulated by the Corporation or Subsidiary, as applicable, at the time of retirement;
“Section 409A”
has the meaning ascribed thereto in Section 9.1;
“Securities Act”
has the meaning ascribed thereto in Section 7.5(a);
“Security Based Compensation
Arrangements” means a stock option, stock option plan, employee share purchase plan, long-term incentive plan or any other compensation
or incentive plan or mechanism involving the issuance or potential issuance of Common Shares from treasury to one or more full-time employees,
directors, officers, Insiders or consultants of the Corporation or a Subsidiary, including “security based compensation arrangements”
(as defined in the TSX Company Manual), a Common Share purchase from treasury by a full-time employee, director, officer, Insider
or consultant of the Corporation or a Subsidiary which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee
or otherwise, and includes any legacy plan of the Corporation or any Subsidiary for so long as any grants are outstanding pursuant to
any such compensation arrangement;
“Service” means the
period of continuous employment of the Participant with the Corporation and/or any of its Subsidiaries, including service with a Subsidiary
which has been acquired, directly or indirectly, by the Corporation;
“Stock Exchange”
means the TSX and/or the NYSE, as the circumstances require, or if the Common Shares are not listed or posted for trading on either such
stock exchange at a particular date, any other stock exchange on which the Common Shares are then listed and posted for trading;
“Subsidiary” means
a Person (other than an individual) which is controlled, directly or indirectly, by the Corporation, whether as a result of registered
or beneficial ownership of a majority of the voting securities of such Person, the right to appoint a majority of the directors of such
Person, a contractual arrangement or otherwise;
“Tax Act” means the
Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;
“Termination Date”
means, in respect of: (a) a Participant other than a U.S. Taxpayer, the later of: (i) the last day worked by the Participant,
as determined by the Corporation or Subsidiary, as applicable; and (ii) if and only to the extent required to comply with the minimum
requirements of applicable employment standards legislation, the last day of the notice period applicable to the Participant under such
employment standards legislation, and does not include any period of contractual or common-law reasonable notice to which the Participant
may be entitled or may claim to be entitled, in either such case whether the termination is lawful or unlawful or with or without Just
Cause; and (b) a U.S. Taxpayer, the date on which such Participant has undergone a “separation from service” as defined
under Section 409A. For clarity, where the Participant is terminated for Just Cause, and the cause asserted does not disqualify the
Participant from statutory notice under applicable employment standards legislation, the last day of the statutory notice period shall
be deemed the Termination Date;
“Trading Day” means
any date on which the relevant Stock Exchange is open for the trading of the Common Shares;
“Treasury Limit”
has the meaning ascribed thereto in Section 2.3(a);
“TSX” means the Toronto
Stock Exchange or any successor thereto;
“TSX Market Price”
means the volume-weighted average trading price of the Common Shares determined by dividing the total value of the Common Shares traded
on the TSX during the last five Trading Days immediately preceding the relevant date by the total volume of the Common Shares traded on
the TSX during such five Trading Days (or, if the Common Shares are not then listed and posted for trading on the TSX, shall be the NYSE
Market Price for the same period converted into Canadian Dollars using the Applicable Exchange Rate);
“U.S. Dollars” means
the lawful currency of the United States of America;
“U.S. Taxpayer” means
any Participant who is a citizen or permanent resident of the United States, or is otherwise subject to taxation by the United States
on a net basis;
“Vested Award” means
a Vested Restricted Share Unit or Earned Performance Share Unit and “Vested Awards” means any of the foregoing, as
the circumstances require;
“Vested Restricted Share Unit”
means a Restricted Share Unit which has vested in accordance with the terms and conditions of the applicable Restricted Share Unit Grant
Agreement and the terms and conditions of the Plan;
“Vesting Date” means
the date on which a Restricted Share Unit vests in accordance with the terms and conditions of the applicable Restricted Share Unit Grant
Agreement and the terms and conditions of the Plan, including Section 3.1(b); and
“Voting Securities”
means the Common Shares and any other shares entitled to vote for the election of Directors and shall include any security, whether or
not issued by the Corporation, which are not shares entitled to vote for the election of Directors but are convertible into or exercisable
or exchangeable for shares which are entitled to vote for the election of Directors including any options or rights to purchase such shares
or securities.
The Plan shall be interpreted
and enforced in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws in Canada applicable therein.
The participation of a Participant in the Plan shall be construed as acceptance of the terms and conditions of the Plan by such Participant
and as the Participant’s agreement to be bound thereby.
If any provision of the Plan
is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of the
Plan shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated
by the Plan is not affected in any manner materially adverse to the Corporation, any of its Subsidiaries or any Participant.
(a) The
division of the Plan into articles, sections and clauses and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of the Plan. Words importing the singular number only shall include the plural and vice
versa and words importing the use of any gender shall include all genders.
(b) Whenever
the Board or the Committee is to exercise discretion or authority in the administration of the terms and conditions of the Plan, the term
“discretion” or “authority” means the sole and absolute discretion of the Board or the Committee, as applicable.
(c) The
words “including”, “includes” and “include” and any derivatives of such words mean “including
(or includes or include) without limitation”. The words “herein”, “hereby”, “hereof” and similar
expressions mean or refer to the Plan as a whole and not to any particular article, section, clause or part hereof. As used herein, the
expressions “Article”, “Section”, “clause” and other subdivision followed by a number, mean and refer
to the specified Article, Section, clause or other subdivision of the Plan, respectively.
(d) If
any action may be taken within, or any right or obligation is to expire at the end of, a period of days under the Plan or any Grant Agreement,
then the first day of the period is not counted, but the day of its expiry is counted.
(e) Whenever
any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day,
such payment shall be made, action shall be taken or period shall expire on the next following Business Day and, in the case of any such
payment, such day shall also be a business day in the jurisdiction where the relevant Participant ordinarily resides.
Article 2
Establishment AND OPeration
The Corporation established
the Plan for Participants effective as of January 1, 2024.
The Corporation makes no representation
or warranty as to the future market value of the Common Shares or with respect to any income tax matters affecting any Participant resulting
from the grant, vesting or settlement of an Award, or resulting from any transactions in the Common Shares or any other event affecting
the Awards or Common Shares. With respect to any fluctuations in the Market Price of the Common Shares, neither the Corporation, nor any
of its Subsidiaries nor any of its or their directors, officers, employees, shareholders or agents, nor any Administrator appointed pursuant
to Section 7.1(a)(ix) shall be liable for anything done or omitted to be done, including any determination made or omitted to
be made, by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance
or acquisition of Common Shares hereunder, or in any other respect pursuant to the Plan. For greater certainty, no amount will be paid
to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such
Participant to compensate for a downward fluctuation in the value or Market Price of the Common Shares, nor will any other form of benefit
be conferred upon, or in respect of, a Participant for such purpose. Neither the Corporation nor any of its Subsidiaries assumes responsibility
for the income or other tax consequences resulting to any Participant due to participation in the Plan and each Participant is advised
to consult with their own tax advisors.
| 2.3 | Common Shares Reserved for Issuance |
(a) The
maximum number of Shares reserved for issuance, in the aggregate, under the Plan is 4,000,000 Common Shares, which number may only be
increased with the approval of the Corporation’s shareholders (such number as increased by the shareholders of the Corporation from
time to time, the “Treasury Limit”). Any Award which is outstanding from time to time shall be counted against and
reduce the Treasury Limit, provided that the following Awards will not be counted against and reduce the Treasury Limit, or shall cease
to be counted against the Treasury Limit, as applicable: (i) Awards granted after a particular date if the Board or Committee has
determined to cease the settlement of Awards granted after such date in Payout Shares using Common Shares issued from treasury; (ii) an
Award that is terminated or cancelled prior to vesting; (iii) Awards in respect of which a Participant has elected to receive the
Payout Amount in respect of a Vested Award; or (iv) the Board or Committee has determined to settle a Vested Award in respect of
which a Participant may elect or has elected to receive Payout Shares in Common Shares purchased on a Stock Exchange in accordance with
the terms of the Grant Agreement for such Vested Award. Each Common Share issued from treasury in settlement of Payout Shares pursuant
to the Plan shall be counted against and shall permanently reduce the Treasury Limit. For greater certainty, no Award that can be settled
in Common Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Common Shares
underlying Awards made under the Plan to exceed the Treasury Limit then in effect.
(b) The
Committee may, but need not take into account the maximum Payout Percentage applicable to any grant of Performance Share Units when determining
whether the Treasury Limit has been met or exceeded; provided that all Performance Share Units that result in the issuance of Payout Shares
from treasury shall be counted against and shall permanently reduce the Treasury Limit.
(c) Common
Shares issuable in reliance upon an exemption from the rules of a Stock Exchange applicable to Security Based Compensation Arrangements
used as an inducement to Persons not previously employed by and not previously an Insider of the Corporation shall not be included in
the determination as to whether the Common Shares issuable under the Plan exceed the Treasury Limit then in effect, it being understood
that, notwithstanding the foregoing, such Security Based Compensation Arrangements can be made otherwise subject to the terms and conditions
of the Plan.
| 2.4 | Payout Share Settlement |
(a) Subject
to Section 2.7, Section 2.8 and Section 7.5 and the terms of the applicable Grant Agreement, if a Participant has validly
elected to receive or otherwise receives Payout Shares in respect of Vested Awards, the Corporation shall issue Payout Shares to
such Participant from treasury equivalent in number to the number of such Vested Awards as fully paid and non-assessable Common Shares,
in each case within the time period required pursuant to the Plan.
(b) Notwithstanding
Section 2.16, no fractional Common Shares shall be issued in settlement of any Vested Award and, accordingly, if a Participant would
otherwise become entitled to a fractional Common Share upon the settlement of a Vested Award, such Participant shall only have the right
to receive the next lowest whole number of Common Shares. In the event that a Participant holds a fractional Vested Award, the Participant
shall be entitled to receive, on delivery of its Payout Shares, a cash payment in respect of such fractional Vested Award equal to such
fraction multiplied by the Market Price of one Common Share on the Pricing Date of such Vested Award. Any payment made to a Participant
upon the settlement of any Vested Award for the Payout Amount shall be rounded to the next lowest cent.
| 2.5 | Delivery of Payout Shares |
(a) To
facilitate the delivery of Payout Shares to a Participant, the Participant shall be required to open an account with a financial intermediary
approved by the Corporation or an account will be opened with the Administrator or a financial intermediary approved by the Administrator
on behalf of and in that name of the Participant (the “Common Share Account”). The Participant shall receive an electronic
and/or written notification from or on behalf of the Corporation following each allocation of Payout Shares to the Participant’s
Common Share Account providing notice of the number of Payout Shares deposited into such Participant’s Common Share Account.
(b) Any
evidence of share ownership delivered by or on behalf of the Corporation pursuant to the Plan shall be delivered to the Participant at
the address of the Participant on record with the Corporation or a Subsidiary, as applicable.
(c) Any
Payout Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration, direct registration statement or delivery of share certificates which may bear an appropriate legend
reflecting any restriction on transfer applicable to such Payout Shares. In the event that the Committee determines that share certificates
will be issued to Participants under the Plan, the Committee may, on advice of counsel, require that certificates evidencing Payout Shares
issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Payout Shares, and the Administrator
may hold the share certificates pending lapse of the applicable restrictions.
| 2.6 | Limits with Respect to Insiders |
(a) The
maximum number of Common Shares issuable from treasury to Participants who are Insiders at any time under the Plan, and any other proposed
or established Security Based Compensation Arrangement, shall not exceed 10% of the Common Shares issued and outstanding from time to
time (calculated on a non-diluted basis).
(b) The
maximum number of Common Shares issued from treasury to Participants who are Insiders within any one-year period under the Plan, and any
other proposed or established Security Based Compensation Arrangement, shall not exceed 10% of the Common Shares issued and outstanding
from time to time (calculated on a non-diluted basis).
(c) Any
Award granted pursuant to the Plan, or securities issued under any other Security Based Compensation Arrangement prior to a Participant
becoming an Insider shall be excluded from the purposes of the limits set out in Section 2.6(a) and Section 2.6(b).
(a) Any
Award granted under the Plan shall be subject to the requirement that if, on the advice of counsel, the Corporation determines that the
listing, registration or qualification of the Payout Shares which may become issuable pursuant to such Award upon any Stock Exchange or
under any law or regulation of any jurisdiction, or the consent or approval of any Stock Exchange, any regulatory authority or the Corporation’s
shareholders, is necessary as a condition of, or in connection with, the grant or vesting of such Awards or the issuance or delivery of
Payout Shares thereunder, such Award may not be exercised in a manner that will result in the issuance of Common Shares from treasury
or otherwise in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained
on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Corporation to apply for or to obtain or seek
to obtain such listing, registration, qualification, consent or approval. In any such event, and notwithstanding any other provision of
the Plan, the Corporation shall be entitled to settle all such Awards by payment of the Payout Amount.
(b) No
Awards shall be granted, and no Payout Shares shall be issued or delivered hereunder, where such grant, issue, sale or delivery would
require registration of the Plan or of the Payout Shares under the securities laws of any foreign jurisdiction (other than Canada or the
United States) or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported
issue or delivery of Payout Shares hereunder in violation of this provision shall be void.
| 2.8 | Issuances from Treasury |
(a) The
provisions of the Plan providing for the issuance of Common Shares from treasury shall be subject to receipt by the Corporation of approval
from any Stock Exchange, any regulatory authority and the shareholders of the Corporation required for the issuance of Common Shares from
treasury pursuant to the Plan. If any required Stock Exchange, regulatory authority or shareholder approval is not obtained, no Common
Shares shall be issuable from treasury in respect of Awards issuable under the Plan, but the validity and effectiveness of the Plan shall
not be effected thereby and the Plan shall continue in full force and effect and shall be interpreted on the basis that all Common Shares
issuable pursuant to the Plan will be purchased in the market by the Corporation to fulfill its obligations pursuant to the Plan to the
extent permissible. The Committee shall take any and all actions determined to be necessary or advisable from time to time should either
Common Shares cease to be issuable from treasury by the Corporation to settle Awards or the Corporation ceases to have an obligation to
issue Common Shares from treasury to settle Awards, in each case pursuant to the Plan, including amending the terms of any Grant Agreement
to the extent necessary to comply with Section 3.1(e) or Section 4.1(e), arranging for market purchases of Common Shares
or terminating the Plan.
(b) The
Corporation shall have no obligation to issue any Payout Shares pursuant to the Plan unless upon official notice of issuance, such Payout
Shares shall have been duly listed with a Stock Exchange. The Corporation cannot guarantee that the Payout Shares will be listed or quoted
on a Stock Exchange. Payout Shares issued or delivered to Participants under the Plan may be subject to limitations on sale or resale
under applicable securities laws.
Nothing herein contained shall
be deemed to give any Person the right to be retained as an Employee or to otherwise be retained in the service of the Corporation or
a Subsidiary, or be entitled to reasonable notice of termination under contract or common law in connection with the operation of the
Plan or otherwise affect in any way the Corporation’s or a Subsidiary’s right to terminate an Employee’s employment
at any time for any reason. Awards are not Common Shares and will not entitle a Participant to any shareholder rights, including voting
rights, the right to receive dividends or rights on liquidation, dissolution or winding-up of the Corporation.
| 2.10 | Entitlement to Grants |
Eligibility to participate in
the Plan does not confer upon any Employee any right to be granted Awards pursuant to the Plan at any time. Granting Awards to any Participant
does not confer upon any Participant the right to receive nor preclude such Participant from receiving any additional Awards at any time,
or similar awards or benefits in lieu of similar awards including during any common law period of reasonable notice of termination to
which the Participant may be entitled, and even if the Participant has been repeatedly granted Awards.
| 2.11 | Voluntary Participation |
Participation in the Plan shall
be entirely voluntary and any decision not to participate shall not affect an Employee’s relationship or employment with the Corporation
or a Subsidiary.
All Awards granted hereunder
shall be evidenced by a Grant Agreement between the Corporation and the Participant in such form as may be adopted from time to time by
the Committee for purposes of evidencing the applicable Awards. The Grant Agreement may contain such alternative or additional terms that
may be considered necessary in order that the applicable Award will comply with any provisions of local income tax or other laws in force
in any country or jurisdiction in which the Participant may from time to time be a resident (for tax purposes), be employed or be a citizen,
or the rules of any regulatory authority having jurisdiction over the Corporation.
(a) No
certificates shall be issued with respect to Awards granted pursuant to the Plan. All Awards granted hereunder shall be reflected in the
Restricted Share Unit Account or Performance Share Unit Account of the Participant, as applicable, maintained on the books and records
of the Corporation and shall be amended or supplemented to reflect the adjustment, settlement, forfeiture, termination, cancellation or
redemption of Awards from time to time.
(b) Each
Award granted to a Participant is in no way compensation for or in respect of services rendered by such Participant prior to the Grant
Date.
Each Award granted hereunder
shall vest in accordance with the terms and conditions of the Plan and the terms and conditions of the Grant Agreement entered into in
respect of such Award.
In the event that an Award is
granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant
Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated,
but the Award so granted will be adjusted to come, in all respects, into conformity with the Plan. In the event of conflicting provisions
contained within any applicable Grant Agreement, the Committee shall determine the prevailing provision and interpretation thereof.
Fractional Awards are permitted
under the Plan.
Article 3
Restricted Share Unit Grants
| 3.1 | Grant of Restricted Share Units |
(a) Subject
to the terms and conditions of the Plan and any shareholder, regulatory authority or Stock Exchange approval which may be required, the
Committee may at any time and from time to time grant Restricted Share Units in accordance with the Executive Compensation Policy to Employees
designated to be Participants hereunder. Each grant of Restricted Share Units shall be subject to the terms and conditions of the Plan
and a Restricted Share Unit Grant Agreement entered into with the applicable Participant setting forth the terms and conditions of the
grant, including any applicable performance criteria or vesting terms determined by the Committee to be applicable to such grant (subject,
in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board of directors
of the Subsidiary employer of such Participant).
(b) The
Committee shall designate at the time of grant of Restricted Share Units and set forth in the applicable Restricted Share Unit Grant Agreement,
the Vesting Date or Vesting Dates on which all or a portion of the Restricted Share Units covered by such Restricted Share Unit Grant
Agreement shall become Vested Restricted Share Units if the applicable performance criteria or vesting terms are satisfied. In no event
shall the Vesting Date of any grant of Restricted Share Units be later than the tenth anniversary of the Grant Date of such Restricted
Share Units. The Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related
recommendation by the board of directors of the Subsidiary employer of such Participant), subsequent to the Grant Date, but prior to the
original Vesting Date, accelerate the Vesting Date of all or any portion of Restricted Share Units then outstanding and granted to a Participant
under the Plan, in which event such unvested Restricted Share Units shall be deemed to be Vested Restricted Share Units on such earlier
Vesting Date provided that the applicable performance criteria or vesting terms are satisfied on such earlier Vesting Date. If the Committee
accelerates the Vesting Date of Restricted Share Units it shall provide at least 10 days’ prior written notice of such accelerated
Vesting Date and any applicable Election Deadline to all affected Participants in order to permit such Participants to elect to receive
the Payout Amount or Payout Shares in accordance with Section 3.5(b).
(c) Subject
to Section 5.3, the Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant), from time to time following the
Grant Date, specify terms and conditions of any Restricted Share Units in addition to those set forth herein or in the Restricted Share
Unit Grant Agreement, including any additional conditions with respect to the vesting of Restricted Share Units which do not conflict
with the Plan.
(d) Subject
to Section 5.3(c), the Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant), subsequent to the Grant Date,
waive any performance criteria or vesting terms or any other conditions applicable to a grant of Restricted Share Units or determine that
any of the foregoing has been satisfied.
(e) Notwithstanding
any other provision of the Plan, any grant of Restricted Share Units may be settled exclusively in Payout Shares if provided in a Participant’s
Grant Agreement.
(f) It
is the intention of the Corporation that the Restricted Share Units not be considered a “salary deferral arrangement” for
the purposes of the Tax Act and any applicable provincial legislation, and the terms and conditions of the Plan and any Restricted Share
Unit Grant Agreement shall be interpreted in a manner that is consistent with this intention.
(a) The
aggregate dollar amount of the Restricted Share Units granted to a Participant on a Grant Date shall be determined by the Committee in
accordance with the Executive Compensation Policy (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant). For greater certainty, the aggregate
dollar amount of the Restricted Share Units granted to a Participant on the Grant Date (i) in the case of a Non-Canadian Participant,
will be denominated in U.S. Dollars and (ii) for all other Participants, will be denominated in Canadian Dollars.
(b) The
number of Restricted Share Units to be granted to a Participant on a Grant Date shall be determined by dividing (x) the aggregate
dollar amount of the Restricted Share Units granted to such Participant as determined by the Committee in accordance with Section 3.2(a) by
(y) the applicable Market Price of the Common Shares on the Grant Date or, to the extent that the Grant Date occurs during a Blackout
Period, the sixth Business Day following the expiration of such Blackout Period.
The Committee may (subject,
in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board of directors
of the Subsidiary employer of such Participant) determine from time to time that special circumstances exist that would reasonably justify
the grant of Restricted Share Units to a Participant as compensation in addition to any annual grant of Restricted Share Units which the
Participant may otherwise receive pursuant to Section 3.2. Upon making such a determination, the Committee may grant Restricted Share
Units to such a Participant provided that the Restricted Share Units comply in all other respects with the terms and conditions of the
Plan. Except as provided for in this Section 3.3, no further Restricted Share Units shall be granted under the Plan to any Participant
other than by way of annual grant by the Committee pursuant to Section 3.2.
| 3.4 | Assessment of Payment Criteria |
Subject to the discretion of
the Committee as described in Section 3.1(d), following the Vesting Date in respect of any Restricted Share Units, the Committee
shall (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by
the board of directors of the Subsidiary employer of such Participant), as soon as reasonably practicable, make an assessment of the performance
criteria or vesting terms in accordance with the terms and conditions of the Plan and the applicable Restricted Share Unit Grant Agreement
for the purpose of determining whether a Restricted Share Unit shall become a Vested Restricted Share Unit; provided that such determination
shall be required to be made by the Committee if such performance criteria or vesting terms include performance criteria or vesting terms
in addition to a period of Service or passage of time.
| 3.5 | Cancellation and Election |
(a) Following
the applicable Pricing Date, a Participant shall be entitled to be paid out the value and number of Vested Restricted Share Units determined
on the applicable Pricing Date in accordance with Section 3.6. Notwithstanding any provision to the contrary in the Plan or the applicable
Restricted Share Unit Grant Agreement, the Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary,
to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant) make adjustments
to the calculation of any Vested Restricted Share Units of any Participant based on its assessment of the risk level, events that may
impact the value of the Vested Restricted Share Units or when calculations do not properly reflect all of the relevant considerations.
Unless otherwise determined by the Committee, and except as may be required by applicable employment standards legislation, all Restricted
Share Units credited to a Participant’s Restricted Share Unit Account in respect of which the Pricing Date has occurred which do
not become Vested Restricted Share Units shall automatically be forfeited and be cancelled for no consideration on the Pricing Date.
(b) Subject
to Section 2.7, Section 5.2, Section 6.2(a)(ii), Section 6.3(a)(ii) and Section 7.5, subject to the terms
of the Participant’s Grant Agreement, a Participant shall have the right to elect to receive either the Payout Amount or a Payout
Share in respect of each Vested Restricted Share Unit. The Payment Election to receive the Payout Amount or Payout Shares shall be
delivered by the Participant on or before the Election Deadline for the applicable Restricted Share Units. If no Payment Election is provided
by the Participant in accordance with this Section 3.5(b), the Participant will be deemed to have elected to receive the Payout Amount
upon the vesting of the applicable Restricted Share Units. A Payment Election must be made in respect of 100% of the Vested Restricted
Share Units covered by the relevant Restricted Share Unit Grant Agreement (including, for greater certainty, all dividend equivalent Restricted
Share Units credited on such underlying Restricted Share Units pursuant to Section 3.7) and must contemplate delivery of either the
Payout Amount or Payout Shares in respect of all such Vested Restricted Share Units. The election or deemed election by a Participant
to receive the Payout Amount or Payout Shares for Vested Restricted Share Units covered by a Restricted Share Unit Grant Agreement is
not subject to change, revision or amendment by the Participant following the applicable Election Deadline.
Subject to Section 2.7,
Section 2.8, Section 5.2, Section 6.2(a)(ii), Section 6.3(a)(ii) and Section 7.5, the Participant shall
be entitled to receive, and the Corporation shall pay or deliver or cause a Subsidiary to pay or deliver, as applicable, to the Participant,
in accordance with:
| (a) | the Payment Election (or deemed election) of such Participant relating to Vested Restricted Share Units
made pursuant to Section 3.5(b); or |
| (b) | the terms of the applicable Grant Agreement, |
the Payout Amount or the Payout Share, as applicable,
within 30 days of the applicable Pricing Date; provided that no delivery of Payout Shares may be made during a Blackout Period; and provided
further that, notwithstanding the foregoing, any such payment required to be made pursuant to this Section 3.6 shall be made not
later than December 31 of the year in which the Vesting Date occurs. Upon the Corporation or such Subsidiary having paid the Payout
Amount or delivered the Payout Share in respect of a Vested Restricted Share Unit, as applicable, such Vested Restricted Share Unit in
the Participant’s Restricted Share Unit Account shall be terminated and cancelled effective as of the Pricing Date.
Each Participant’s Restricted
Share Unit Account shall be credited with additional Restricted Share Units equal to the “dividend equivalent” when a cash
dividend is paid on the Common Shares at any time prior to (x) forfeiture and cancellation of Restricted Share Units that do not
become Vested Restricted Share Units or (y) settlement of Vested Restricted Share Units. Such “dividend equivalent” shall
be equal to a fraction where the numerator is the product of (a) the number of Restricted Share Units in such Participant’s
Restricted Share Unit Account on the date that the dividend is paid multiplied by (b) the dividend paid per Common Share and the
denominator of which is the Market Price of one Common Share calculated as of the date that the dividend is paid. Any additional Restricted
Share Units credited to a Participant’s Restricted Share Unit Account as a “dividend equivalent” shall have a Vesting
Date and performance conditions or vesting terms that are the same as those applicable to the Restricted Share Units in respect of which
such additional Restricted Share Units are credited. Notwithstanding the foregoing, this Section 3.7 shall not apply to Restricted
Share Units that have been pro-rated and remain outstanding following a Termination Date pursuant to Section 6.3(a)(ii).
Article 4
PERFORMANCE SHARE UNIT GRANTS
| 4.1 | Grant of Performance Share Units |
(a) Subject
to the terms and conditions of the Plan and any shareholder, regulatory authority or Stock Exchange approval which may be required, the
Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation
by the board of directors of the Subsidiary employer of such Participant) at any time and from time to time grant Performance Share Units
in accordance with the Executive Compensation Policy to Employees designated to be Participants hereunder. Each grant of Performance Share
Units shall be subject to the terms and conditions of the Plan and a Performance Share Unit Grant Agreement entered into with the applicable
Participant setting forth the terms and conditions of the grant, including any applicable Payment Criteria determined by the Committee
(subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board
of directors of the Subsidiary employer of such Participant) to be applicable to such grant.
(b) The
Committee shall designate at the time of grant of Performance Share Units and set forth in the applicable Performance Share Unit Grant
Agreement, the Payment Criteria Period following which all or a portion of the Performance Share Units covered by such Performance Share
Unit Grant Agreement may become Earned Performance Share Units in accordance with Section 4.5. In no event shall the Payment Criteria
End Date of any grant of Performance Share Units be later than December 31 of the ninth calendar year following the calendar year
that includes the Grant Date of such Performance Share Units. The Committee may (subject, in the case of any Participant who is the Employee
of a Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant),
subsequent to the Grant Date, but prior to the end of the Payment Criteria Period, accelerate the Payment Criteria Period of all or any
portion of Performance Share Units then outstanding and granted to a Participant under the Plan, in which event the Payment Criteria of
such unvested Performance Share Units shall be evaluated pursuant to Section 4.4 and Section 4.5 as of the new Payment Criteria
End Date. If the Committee accelerates the Payment Criteria End Date of any Performance Share Units it shall provide at least 10 days’
prior written notice of such accelerated Payment Criteria End Date and any applicable Election Deadline to all affected Participants in
order to permit such Participants to elect to receive the Payout Amount or Payout Shares in accordance with Section 4.6(b).
(c) Subject
to Section 5.3, the Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant), from time to time following the
Grant Date, specify terms and conditions of any Performance Share Units in addition to those set forth in the Plan or the Payment Criteria
set forth in the Performance Share Unit Grant Agreement, including any additional conditions with respect to the vesting of Performance
Share Units which do not conflict with the Plan.
(d) Subject
to Section 5.3(c), the Committee may (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant), subsequent to the Grant Date,
waive any Payment Criteria or any other conditions applicable to a grant of Performance Share Units or determine that any of the foregoing
has been satisfied.
(e) Notwithstanding
any other provision of the Plan, any grant of Performance Share Units may be settled exclusively in Payout Shares if provided in a Participant’s
Grant Agreement.
(f) It
is the intention of the Corporation that the Performance Share Units not be considered a “salary deferral arrangement” for
the purposes of the Tax Act and any applicable provincial legislation, and the terms and conditions of the Plan and any Performance Share
Unit Grant Agreement shall be interpreted in a manner that is consistent with this intention.
(a) The
aggregate dollar amount of the Performance Share Units granted to a Participant on a Grant Date shall be determined by the Committee in
accordance with the Executive Compensation Policy (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration
of any related recommendation by the board of directors of the Subsidiary employer of such Participant). For greater certainty, the aggregate
dollar amount of the Performance Share Units granted to a Participant on the Grant Date (i) in the case of a Non-Canadian Participant,
will be denominated in U.S. Dollars and (ii) for all other Participants, will be denominated in Canadian Dollars.
(b) The
number of Performance Share Units to be granted to a Participant on a Grant Date shall be determined by dividing (x) the aggregate
dollar amount of the Performance Share Units granted to such Participant as determined by the Committee in accordance with Section 4.2(a) by
(y) the applicable Market Price of the Common Shares on the Grant Date or, to the extent that the Grant Date occurs during a Blackout
Period, the sixth Business Day following the expiration of such Blackout Period.
The Committee may (subject,
in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board of directors
of the Subsidiary employer of such Participant) determine from time to time that special circumstances exist that would reasonably justify
the grant of Performance Share Units to a Participant as compensation in addition to any annual grant of Performance Share Units which
the Participant may otherwise receive pursuant to Section 4.2. Upon making such a determination, the Committee may grant Performance
Share Units to such a Participant provided that the Performance Share Units comply in all other respects with the terms and conditions
of the Plan. Except as provided for in this Section 4.3, no further Performance Share Units shall be granted under the Plan to any
Participant other than by way of annual grant by the Committee pursuant to Section 4.2.
| 4.4 | Assessment of Payment Criteria |
Subject to the discretion of
the Committee as described in Section 4.1(d), following the Payment Criteria End Date in respect of any Performance Share Units,
the Committee shall (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation
by the board of directors of the Subsidiary employer of such Participant), as soon as reasonably practicable, make an assessment of the
Payment Criteria in accordance with the terms and conditions of the Plan and the applicable Performance Share Unit Grant Agreement for
the purpose of determining the Payout Percentage for the relevant Performance Share Units.
| 4.5 | Calculation and Vesting of Earned Performance Share Units |
Upon the Committee determining
the Payout Percentage in respect of the applicable Performance Share Units in accordance with Section 4.4, the Committee shall forthwith
determine the applicable number of vested and earned Performance Share Units (the “Earned Performance Share Units”)
for the relevant Participant, which shall be equal to the following formula:
A x B
where:
A = the aggregate number of Performance
Share Units in the Participant’s Performance Share Unit Account on the Pricing Date having the same Payment Criteria and Payment
Criteria Period; and
B = the Payout Percentage in
respect of such Performance Share Units.
For greater certainty, the Payout Percentage of
Performance Share Units with a Performance Criteria End Date of December 31 cannot be determined in the ordinary course, and the
Earned Performance Share Units shall not become vested awards, until: (i) the annual audited financial statements of the Corporation
for the financial year of the Corporation including the Performance Criteria End Date have been publicly filed by the Corporation; (ii) all
relevant Performance Criteria have been determined by the Committee (subject, in the case of any Participant who is the Employee of a
Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant);
(iii) the Pricing Date has occurred; and (iv) the number of Earned Performance Share Units has been calculated by the Committee
in accordance with this Section 4.5. The Committee will, to the extent practicable, undertake to complete the calculation of the
number of Earned Performance Share Units within 120 days of the Pricing Date. Notwithstanding any provision to the contrary in the Plan
or the applicable Performance Share Unit Grant Agreement, the Committee may (subject, in the case of any Participant who is the Employee
of a Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant)
make adjustments to the calculation of any Earned Performance Share Units of any Participant based on its assessment of the risk level,
events that may impact the value of the Earned Performance Share Units or when calculations do not properly reflect all of the relevant
considerations.
| 4.6 | Cancellation and Election |
(a) Following
the determination of the number of Earned Performance Share Units pursuant to Section 4.5, a Participant shall be entitled to be
paid out the value and number of Earned Performance Share Units determined as of the applicable Pricing Date in accordance with Section 4.7.
Unless otherwise determined by the Committee, and except as may be required by applicable employment standards legislation, all Performance
Share Units credited to a Participant’s Performance Share Unit Account in respect of which the Pricing Date has occurred which do
not become Earned Performance Share Units shall automatically be forfeited and be cancelled for no consideration as of the Pricing Date.
(b) Subject
to Section 2.7, Section 5.2, Section 6.2(b)(ii), Section 6.3(b)(ii) and Section 7.5, subject to the terms
of the Participant’s Grant Agreement, a Participant shall have the right to elect to receive either the Payout Amount or a Payout
Share in respect of each Earned Performance Share Unit. The Payment Election to receive the Payout Amount or Payout Shares shall
be delivered by the Participant on or before the Election Deadline for the applicable Performance Share Units. If no Payment Election
is provided by the Participant in accordance with this Section 4.6(b), the Participant will be deemed to have elected to receive
the Payout Amount upon the vesting of the applicable Performance Share Units. A Payment Election must be made in respect of 100% of the
Earned Performance Share Units covered by the relevant Performance Share Unit Grant Agreement (including, for greater certainty, all dividend
equivalent Performance Share Units credited on such underlying Performance Share Units pursuant to Section 4.8) and must contemplate
delivery of either the Payout Amount or Payout Shares in respect of all such Earned Performance Share Units. The election or deemed
election by a Participant to receive the Payout Amount or Payout Shares for Earned Performance Share Units covered by a Performance Share
Unit Grant Agreement is not subject to change, revision or amendment by the Participant following the applicable Election Deadline.
Subject to Section 2.7,
Section 2.8, Section 5.2, Section 6.2(b)(ii), Section 6.3(b)(ii) and Section 7.5, the Participant shall
be entitled to receive, and the Corporation shall pay or deliver or cause a Subsidiary to pay or deliver, as applicable, to the Participant,
in accordance with:
| (a) | the Payment Election (or deemed election) of such Participant relating to Earned Performance Share Units
pursuant to Section 4.6(b); or |
| (b) | the terms of the applicable Grant Agreement, |
the Payout Amount or the Payout Share, as applicable,
as soon as reasonably practicable following the determination of the number of Earned Performance Share Units pursuant to Section 4.5;
provided that no delivery of Payout Shares may be made during a Blackout Period; and provided further that, notwithstanding the foregoing,
any such payment required to be made pursuant to this Section 4.7 shall be made not later than December 31 of the year in which
the Performance Share Units were determined to be Earned Performance Share Units pursuant to Section 4.5. Upon the Corporation or
such Subsidiary having paid the Payout Amount or delivered the Payout Share in respect of an Earned Performance Share Unit, as applicable,
such Earned Performance Share Unit in the Participant’s Performance Share Unit Account shall be terminated and cancelled effective
as of the Pricing Date.
Each Participant’s Performance
Share Unit Account shall be credited with additional Performance Share Units equal to the “dividend equivalent” when a cash
dividend is paid on the Common Shares at any time prior to (x) forfeiture and cancellation of Performance Share Units that do not
become Earned Performance Share Units and (y) settlement of Earned Vested Performance Share Units. Such “dividend equivalent”
shall be equal to a fraction where the numerator is the product of (a) the number of Performance Share Units in such Participant’s
Performance Share Unit Account on the date that the dividend is paid multiplied by (b) the dividend paid per Common Share and the
denominator of which is the Market Price of one Common Share calculated as of the date that the dividend is paid. Any additional Performance
Share Units credited to a Participant’s Performance Share Unit Account as a “dividend equivalent” shall be deemed to
have the same Payment Criteria Period and Payment Criteria as those applicable to the Performance Share Units in respect of which such
additional Performance Share Units are credited. Notwithstanding the foregoing, this Section 4.8 shall not apply to Performance Share
Units that have been pro-rated and remain outstanding following a Termination Date pursuant to Section 6.3(b)(ii).
Article 5
Adjustments And AMendments
| 5.1 | Adjustments, Reorganizations, etc. |
In the event of any stock dividend,
stock split, combination or exchange of shares, reclassification, reorganization, merger, consolidation, arrangement, amalgamation, spin-off
or other distribution (other than cash dividends) of the Corporation’s assets to the shareholders, or any other change affecting
the Common Shares, such proportionate adjustments, if any, as the Committee determines to be appropriate to reflect such change shall,
subject to the receipt of any required approval of any Stock Exchange, be made with respect to the number of Awards outstanding under
the Plan. In the event the Corporation is not the surviving entity in a merger, consolidation, arrangement, amalgamation or other similar
transaction with another entity or in the event of a liquidation or reorganization thereof, and in the absence of any surviving entity’s
assumption of the Plan and the outstanding Awards, the Committee may, subject to Section 5.2(a), provide for appropriate settlements
of Awards.
(a) In
the event of a Change of Control, the Committee may provide for appropriate settlements of Awards or for the successor or continuing entity
to either assume outstanding Awards or substitute Awards with new awards (such assumed or substituted Awards, “Replacement Awards”)
on terms determined by the Committee to be substantially equivalent to the terms of the Awards held immediately prior to such Change of
Control (“Replaced Awards”); provided that any Replacement Awards must:
| (i) | have economic value substantially equivalent to the value of the Replaced Awards (determined at the time
of the Change of Control); |
| (ii) | relate to publicly traded equity securities; |
| (iii) | in the case of Affected Participants who are U.S. Taxpayers, comply with the requirements of Section 409A;
and |
| (iv) | contain other terms and conditions which are, in the aggregate, no less favourable to the Affected Participant
than the Replaced Awards, including terms and conditions that provide that if there is an Involuntary Employment Action in respect of
a Participant that occurs within 24 months following the Change of Control: |
| (A) | the Replacement Awards will vest as of the date of the Involuntary Employment Action; |
| (B) | any conditions on the Affected Participant’s rights under, or any restrictions on vesting applicable
to, such Replacement Awards held by such Affected Participant shall be waived or shall lapse, as the case may be; and |
| (C) | performance-based restrictions, if any, shall be deemed to have been achieved at the greater of (x) the
target level performance, and (y) the actual performance level achieved had the Vesting Date or the Payment Criteria End Date occurred
on the Involuntary Redemption Date, as applicable, to the extent reasonably determinable by the Committee. |
The determination of whether the conditions in
this Section 5.2(a) have been satisfied in respect of the proposed Replacement Awards will be made by the Committee, as constituted
immediately prior to the Change of Control.
(b) Where
any Restricted Share Units are settled and not assumed or substituted with Replacement Awards pursuant to Section 5.2(a), such Restricted
Share Units shall become Vested Restricted Share Units and shall be redeemed as of the effective date of the consummation of the transaction(s) resulting
in the Change of Control and any and all performance criteria and vesting terms will be deemed to have been satisfied in full. For purposes
of determining the Payout Amount of such Vested Restricted Share Units, the Market Price shall be calculated as of the Trading Day that
is immediately prior to the date of the Change of Control.
(c) Where
Performance Share Units are settled and not replaced or substituted with Replacement Awards pursuant to Section 5.2(a), such Performance
Share Units shall be redeemed as of the effective date of the consummation of the transaction(s) resulting in the Change of Control.
The extent to which the Performance Share Units shall become Earned Performance Share Units shall be determined by the Committee on the
Trading Day that is immediately prior to the effective date of the consummation of the transaction(s) resulting in the Change of
Control (the “Change of Control Determination Date”). The Payout Amount for all such Earned Performance Share Units
redeemed pursuant to this Section 5.2(c) shall be determined in accordance with Sections 4.4 and 4.5 and the applicable
Performance Share Unit Grant Agreement, except that: (i) the Market Price shall be calculated as of the Change of Control Determination
Date; and (ii) the Payout Percentage shall be deemed to be the greater of (x) 100% and (y) the Payout Percentage determined
by the Committee as of the Change of Control Determination Date (subject, in the case of any Participant who is the Employee of a Subsidiary,
to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant).
(d) Subject
to Section 7.4 and Article 9, unless otherwise determined by the Committee:
| (i) | where Awards are settled in accordance with Section 5.2(b) or Section 5.2(c), the Corporation
shall pay the Payout Amount payable in respect of such Awards as soon as practicable upon the consummation of the transaction(s) resulting
in the Change of Control, but in any event not later than 10 Business Days following the consummation of the transaction(s) resulting
in the Change of Control; and |
| (ii) | where Awards are settled in connection with an Involuntary Employment Action in respect of a Participant
that occurs within 24 months following the Change of Control, the Corporation shall pay the Payout Amount payable in respect of such Awards
no later than 10 Business Days following the Involuntary Employment Action, |
except, in each case, to the extent that later
payment is required to comply with Section 409A.
| 5.3 | Amendment or Discontinuance of the Plan |
(a) Subject
to Section 5.3(b), the Plan may be amended, suspended or terminated at any time by the Board, in whole or in part, except as to rights
already accrued hereunder by the Participants (unless such Participant consents to any such change in writing). If the Plan is terminated,
outstanding Awards shall, at the discretion of the Committee and, with respect to U.S. Taxpayers, subject to the requirements of
Section 409A, either (i) become immediately payable as of the Vesting Date or other date determined by the Committee and otherwise
in accordance with Section 3.6 or Section 4.7, as applicable, subject to any determination of the Pricing Date, performance
criteria or vesting terms or Payment Criteria and Payout Percentage by the Committee as it determines to be necessary or advisable in
connection with the settlement of outstanding Awards, or (ii) remain outstanding and in effect in accordance with their applicable
terms and conditions.
(b) Subject
to Section 5.3(c), the Committee may amend or revise the Plan at any time, or from time to time amend or revise the terms and conditions
of the Plan or any granted Awards without the consent of the Participants, provided that such amendment or revision shall:
| (i) | not adversely alter or impair the rights or tax treatment of any Participant, without the consent of such
Participant except as permitted by the provisions of the Plan; |
| (ii) | be in compliance with applicable law and with the prior approval, if required, of the shareholders of
the Corporation, a Stock Exchange or any other regulatory authority having jurisdiction over the Corporation; and |
| (iii) | be subject to shareholder approval, where required by law or the requirements of a Stock Exchange; provided
that the Committee may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation, without
limitation, make the following amendments to the Plan or any granted Awards: |
| (A) | any amendment to the vesting provisions, if applicable, of any Awards; |
| (B) | any amendment regarding the effect of termination of a Participant’s Service; |
| (C) | any amendment to the terms and conditions of grants of Awards, including the Payment Criteria or other
performance criteria or vesting terms, as applicable, quantity, type of Award, Grant Date, Vesting Date or Payment Criteria Period, Payment
Criteria End Date, Pricing Date, Payout Percentage, settlement date and other terms and conditions with respect to the Awards, including
to accelerate the vesting or settlement of any Award; provided that, with respect to any Award that is considered “deferred compensation”
under Section 409A, no such amendment shall cause such Award to violate Section 409A; and provided further that, with respect
to any Award that is subject to section 7 of the Tax Act, no such amendment shall cause such Award to cease to be subject to section 7
of the Tax Act; |
| (D) | any amendment to the definition of Participant under the Plan, it being understood that, as applicable,
any amendment aimed at expanding the scope of individuals that may be eligible under the Plan will not be made without obtaining the approval
of the shareholders of the Corporation as may be required under any applicable rules of a Stock Exchange; |
| (E) | any amendment necessary to comply with applicable law or the applicable rules of a Stock Exchange
or any other regulatory authority; |
| (F) | any amendment of a “housekeeping” nature, including to clarify the meaning of an existing
provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct
any grammatical or typographical errors or amend the definitions in the Plan; and |
| (G) | any amendment regarding the administration of the Plan. |
(c) Notwithstanding
Section 5.3(b), the Committee shall be required to obtain the approval of the Corporation’s shareholders to make any of the
following amendments from time to time:
| (i) | any amendment to increase to the maximum number of Common Shares issuable pursuant to the Plan, either
as a fixed number or fixed percentage of outstanding capital represented by such Common Shares; |
| (ii) | any amendment that materially modifies the eligibility requirements for participation in the Plan; |
| (iii) | any amendment which increases the maximum number of Common Shares that may be issuable to Insiders at
any time pursuant to the Insider participation limit in Section 2.6; |
| (iv) | any amendment which would allow for the transfer or assignment of Awards under the Plan, other than for
normal estate settlement purposes; and |
| (v) | any amendment to the amendment provisions of the Plan, |
provided that Common Shares held directly or indirectly
by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.
(d) It
is the intention of the Corporation that any amendment to the Plan not result in the Plan being considered a “salary deferral arrangement”
for the purposes of the Tax Act and any applicable provincial legislation, and any amendment shall be interpreted in a manner that is
consistent with this intention.
Article 6
Termination of employment
| 6.1 | Termination for Just Cause or by Voluntary Resignation |
Notwithstanding anything else
contained herein, if a Participant ceases to be an Employee by virtue of being terminated for Just Cause or voluntary resignation (other
than for Good Reason within 24 months of a Change of Control or Retirement), all unvested Awards in such Participant’s Restricted
Share Unit Account and Performance Share Unit Account at the Termination Date shall be cancelled and the number of unvested Awards in
such accounts shall be deemed to be zero as of the Termination Date. Following the Termination Date, such Participant shall have no rights
with respect to such cancelled Awards or to any further benefits under the Plan, save and except for any Payout Amounts or Payout Shares
due and payable in respect of: (a) Vested Restricted Share Units for which the Vesting Date occurred prior to the Termination Date,
(b) Performance Share Units for which the Payment Criteria End Date occurred prior to the Termination Date; and (c) any Common
Shares in such Participant’s Common Share Account.
| 6.2 | Death, Disability or Retirement of a Participant |
If a Participant ceases to be
an Employee as a result of death, Disability or Retirement:
(a) with
respect to such Participant’s Restricted Share Units:
| (i) | with a Vesting Date(s) that occurs on or prior to the Termination Date, such Vested Restricted Share
Units shall remain outstanding until paid or cancelled in accordance with Article 3 or Section 5.2, as applicable; |
| (ii) | with a Vesting Date(s) after the Termination Date, such Restricted Share Units shall: |
| (A) | notwithstanding Section 3.1(b), subject to proration of the number of such Restricted Share Units
effective as of the Termination Date pursuant to Section 6.2(a)(iii), become Vested Restricted Share
Units on the Termination Date as a result of the death or Disability of the Participant, as applicable, and the Termination Date shall
be deemed to be the Vesting Date for such Restricted Share Units for purposes of Section 3.6; or |
| (B) | in the case of Retirement, subject to proration of the number of such Restricted Share Units effective
as of the Termination Date pursuant to Section 6.2(a)(iii), remain outstanding until paid or cancelled
in accordance with Article 3 or Section 5.2, as applicable; |
| (iii) | the number of Restricted Share Units which become Vested Restricted Share Units following the death, Disability
or Retirement of a Participant shall be determined in accordance with Article 3; provided that: |
| (A) | where at the Termination Date the Participant has been in Service for less than 15 years, and in the case
of Retirement, has provided the Corporation and/or any of its Subsidiaries, as applicable, with at least 90 days’ prior written
notice of such Retirement, the number of such Participant’s Restricted Share Units outstanding shall be pro-rated as of the Termination
Date to reflect the actual period of Service between the Grant Date and the Termination Date as a result of death, Disability or Retirement,
as the case may be; and |
| (B) | where at the Termination Date the Participant has been in Service for 15 years or more, and in the
case of Retirement, has provided the Corporation and/or any of its Subsidiaries, as applicable, with at least 90 days’ prior
written notice of such Retirement, the number of such Participant’s Restricted Share Units outstanding effective as of the Termination
Date shall not be subject to adjustment unless otherwise determined by the Committee (subject, in the case of any Participant who is the
Employee of a Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such
Participant), and |
| (iv) | all Restricted Share Units other than those that are determined to remain outstanding following the Termination
Date pursuant to Section 6.2(a)(i), Section 6.2(a)(ii) or Section 6.2(a)(iii), as applicable, will be terminated and
cancelled as of the Termination Date; and |
| (b) | with respect to such Participant’s Performance Share Units: |
| (i) | with a Payment Criteria End Date that occurs on or prior to the Termination Date, such Performance Share
Units shall remain outstanding until paid or cancelled in accordance with Article 4 or Section 5.2, as applicable; |
| (ii) | with a Payment Criteria End Date after the Termination Date will, subject to proration of the number of
such Performance Share Units effective as of the Termination Date pursuant to Section 6.2(b)(iii), remain outstanding until paid
or cancelled in accordance with Article 4 or Section 5.2, as applicable; |
| (iii) | the number of such Performance Share Units which may become Earned Performance Share Units shall be determined
in accordance with Article 4; provided that: |
| (A) | where at the Termination Date the Participant has been in Service for less than 15 years, and in the case
of Retirement, has provided the Corporation and/or any of its Subsidiaries, as applicable, with at least 90 days’ prior written
notice of such Retirement, the number of such Participant’s Performance Share Units outstanding shall be pro-rated as of the Termination
Date to reflect the actual period of Service between the Grant Date and the Termination Date as a result of death, Disability or Retirement,
as the case may be; and |
| (B) | where at the Termination Date the Participant has been in Service for 15 years or more, and in the
case of Retirement, has provided the Corporation and/or any of its Subsidiaries with at least 90 days’ prior written notice
of such Retirement, the number of such Participant’s Performance Share Units outstanding effective as of the Termination Date shall
not be subject to adjustment unless otherwise determined by the Committee (subject, in the case of any Participant who is the Employee
of a Subsidiary, to consideration of any related recommendation by the board of directors of the Subsidiary employer of such Participant); |
| (iv) | all Performance Share Units other than those that are determined to remain outstanding following the Termination
Date pursuant to Section 6.2(b)(i), Section 6.2(b)(ii) or Section 6.2(b)(iii), as applicable, will be terminated and
cancelled as of the Termination Date; and |
| (v) | notwithstanding any other provision of this Plan, a Participant who: (x) as of January 1, 2023,
had achieved at least age 50 and 10 years of Service; (y) provides the Corporation and/or any of its Subsidiaries, as applicable,
with at least 90 days’ prior written notice of their intention to retire on or prior to December 31, 2024; and (z) does
not otherwise satisfy the criteria for “Retirement” pursuant to Section 1.3, shall in any event be deemed to have experienced
a Retirement from Service solely for purposes of this Section 6.2(b); and |
| (c) | in the case of the death of a Participant, the Participant’s designated beneficiary or estate will
be entitled to receive payment, if any, in respect of the Awards of the Participant in accordance with this Section 6.2. |
For greater certainty, a Participant who ceases
to be an Employee as a result of death, Disability or Retirement will receive: (x) dividend equivalents pursuant to Section 3.7
or Section 4.8, as applicable, in respect of all Awards that remain outstanding and are not cancelled pursuant to Section 6.2(a)(iv) or
Section 6.2(b)(iv), as applicable; and (y) the Payout Amount in respect of all Vested Restricted Share Units and all Earned
Performance Share Units, as adjusted to the extent required in accordance with Section 6.2(a) or Section 6.2(b), unless
the Administrator has received from the Participant a valid election to receive Payout Shares prior to the Termination Date.
| 6.3 | Involuntary Termination |
If a Participant ceases to be
an Employee as a result of involuntary termination other than: (x) death, Disability or Retirement; (y) as a result of termination
for Just Cause or voluntary resignation; or (z) any circumstance that gives rise to the settlement of awards in accordance with Section 5.2(d)(ii):
| (a) | with respect to such Participant’s Restricted Share Units: |
| (i) | with a Vesting Date(s) that occurs on or prior to the Termination Date, such Vested Restricted Share
Units shall remain outstanding until paid or cancelled in accordance with Article 3 or Section 5.2, as applicable; |
| (ii) | with a Vesting Date(s) after the Termination Date: |
| (A) | the number of unvested Restricted Share Units that may become Vested Restricted Share Units will be pro-rated
at the Termination Date based on the actual period of Service between the Grant Date and the Termination Date; and |
| (B) | such pro-rated Restricted Share Units shall remain outstanding until paid or cancelled in accordance with
Article 3 or Section 5.2, as applicable, following the applicable Vesting Date; |
| (iii) | all Restricted Share Units other than those that are Vested Restricted Share Units under Section 6.3(a)(i) or
Section 6.3(a)(ii) will be terminated and cancelled as of the Termination Date; and |
| (b) | with respect to such Participant’s Performance Share Units: |
| (i) | with a Payment Criteria End Date that occurs on or prior to the Termination Date, such Performance Share
Units shall remain outstanding until paid or cancelled in accordance with Article 4 or Section 5.2, as applicable; |
| (ii) | with a Payment Criteria End Date after the Termination Date: |
| (A) | the number of such Performance Share Units will be pro-rated at the Termination Date based on the actual
period of Service between the Grant Date and the Termination Date; and |
| (B) | such pro-rated Performance Share Units shall remain outstanding until paid or cancelled in accordance
with Article 4 or Section 5.2, as applicable, following the applicable Payment Criteria End Date; and |
| (iii) | all Performance Share Units other than those that remain outstanding under Section 6.3(b)(i) or
Section 6.3(b)(ii) will be terminated and cancelled as of the Termination Date. |
For greater certainty, a Participant who ceases
to be an Employee as a result of involuntary termination: (x) will not receive dividend equivalents pursuant to Section 3.7
or Section 4.8, as applicable, in respect of Awards that remain outstanding and which are not cancelled pursuant to Section 6.3(a)(iii) or
Section 6.3(b)(iii); and (y) will receive the Payout Amount in respect of all Vested Restricted Share Units and all Earned Performance
Share Units, as adjusted to the extent required in accordance with Section 6.3(a) or Section 6.3(b), unless the Administrator
has received from the Participant a valid election to receive Payout Shares prior to the Termination Date.
The Committee may (subject,
in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation by the board of directors
of the Subsidiary employer of such Participant), in its discretion where circumstances warrant, adjust the application of Section 6.1,
Section 6.2 or Section 6.3 to a Participant, including with respect to vesting or the timing of settlement, provided that such
exercise of discretion does not negatively affect the tax treatment of the Plan.
For greater certainty:
| (a) | a Participant will not be entitled to receive any additional grants under the Plan during or with respect
to any period of contractual or common-law reasonable notice of termination; |
| (b) | a Payout Amount and/or a Payout Share is not earned until it is paid; |
| (c) | a Participant is not entitled to any damages in lieu of any forfeited unvested Awards or in lieu of grants
or payments under the Plan during or with respect to any period of contractual or common-law reasonable notice of termination; and |
| (d) | notwithstanding any other provision of the Plan, in no event will the Participant’s entitlements
under the Plan upon termination of employment be less than the minimum requirements under applicable employment standards legislation. |
Article 7
Administration
(a) Subject
to the Committee reporting to the Board in accordance with the Committee’s mandate, the Plan shall be administered and interpreted
by the Committee (subject, in the case of any Participant who is the Employee of a Subsidiary, to consideration of any related recommendation
by the board of directors of the Subsidiary employer of such Participant; provided that the recommendations and determinations of any
Subsidiary board of directors shall not in any way fetter or diminish the responsibility and discretion of the Committee to administer
the Plan and make determinations required in furtherance thereof). Without limiting the generality of the foregoing, but subject to Article 5
and any applicable Stock Exchange rules, the Committee may, from time to time as it may deem expedient, adopt, amend and rescind rules and
regulations or vary the terms and conditions of the Plan and/or any Award hereunder to carry out the terms and conditions and purposes
of the Plan and/or to address tax or other requirements of any applicable jurisdiction. Subject to the terms and conditions of the Plan,
the Committee is authorized to make such determinations under, and such interpretations of, and take such steps and actions in connection
with, the proper administration and operation of the Plan as it may deem necessary or advisable, which determinations need not be uniform
among Participants or Awards, including the following:
| (i) | designating Employees as Participants; |
| (ii) | determining the type or types of Awards to be granted to a Participant (including the class(es) of Participants
entitled to receive a certain type or types of Awards); |
| (iii) | determining the number of Awards to be granted to a Participant from time to time; |
| (iv) | subject to Section 2.4, determining when Awards elected by a Participant to be settled in Payout
Shares will be settled with Common Shares purchased in the market; |
| (v) | determining the terms and conditions of any Award, including whether, to what extent and under what circumstances
Awards may be vested, settled, cancelled, forfeited or redeemed (including Payment Criteria or performance criteria or vesting terms,
including any based on continued Service requirements) and authorizing the preparation of and entering into of Grant Agreements evidencing
the terms and conditions of all such Awards; |
| (vi) | modifying, waiving or adjusting any term or condition of an Award that has been granted, which may include
the acceleration of vesting, waiver of forfeiture restrictions, early termination of a performance period, or modification of any other
condition or limitation regarding an Award; |
| (vii) | determining the treatment of an Award upon a termination of employment with the Corporation or any of
its Subsidiaries for any reason; |
| (viii) | imposing a hold period with respect to an Award or the Payout Shares received in connection with an Award; |
| (ix) | appointing any Administrator or changing any Administrator previously appointed; |
| (x) | interpreting and administering the Plan and any Grant Agreement; |
| (xi) | correcting any defect, supplying any omission or reconciling any inconsistency in the Plan, in any Award
or in any Grant Agreement; and |
| (xii) | making any other determination and taking any other action that the Committee deems necessary or desirable
for the administration of the Plan, including any determination required to comply with Section 409A. |
(b) Subject
to the Committee reporting to the Board in accordance with the Committee’s mandate, the Committee may delegate any or all of its
powers and duties under the Plan to a subcommittee of Directors or to the board of directors or any subcommittee of any Subsidiary, to
any officer of the Corporation or of any Subsidiary, including the power to perform administrative functions and grant Awards; provided,
that such delegation does not violate applicable law, or the applicable rules of a Stock Exchange. Upon any such delegation, all
references in the Plan to the “Committee,” other than in Article 5, shall be deemed to include any Person to whom such
powers have been delegated by the Committee in accordance with the Committee’s mandate. The Committee may also, pursuant to Section 7.1(a)(ix),
appoint one or more Administrators to assist with and perform administrative functions in connection with the Plan, including to acquire
Common Shares in the market on behalf of the Corporation on instructions from the Committee; provided, however, that such Persons may
not be delegated the authority to grant or modify any Awards that will or may be settled in Payout Shares. Any such delegation by the
Committee may be revoked at any time by the Committee. The interpretation, administration, construction and application of the Plan and
any provisions hereof made by the Committee, or by any Subsidiary board of directors, committee thereof, Subsidiary, officer of the Corporation
or any Subsidiary or any other Person to which the Committee has delegated authority to perform functions, shall be final and binding
on the Corporation, its Subsidiaries and all Participants, and shall be made in the sole discretion of the Committee, or Subsidiary board
of directors, committee thereof, Subsidiary, officer of the Corporation or any Subsidiary or any other Person to which the Committee has
delegated authority to perform functions pursuant to the Plan, as applicable.
(c) No
member of the Committee or any Person acting pursuant to authority delegated by the Committee hereunder shall be liable for any action
or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan, any Grant
Agreement or any Award granted hereunder.
(d) The
Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board or the Committee with regard to the allotment or issuance
of any Common Shares or any other securities in the capital of the Corporation. For greater clarity, neither the Corporation nor any of
its Subsidiaries shall by virtue of the Plan be in any way restricted from declaring and paying stock dividends, repurchasing Common Shares
or any other securities in its share capital, or varying or amending its share capital or corporate structure.
(e) Nothing
contained herein shall prevent the Corporation or any of its Subsidiaries from adopting additional Security Based Compensation Arrangements
or other compensation arrangements from time to time, subject to receipt of any required approvals.
Unless otherwise determined
by the Committee, the Plan will be an unfunded obligation of the Corporation and the Corporation’s obligations hereunder shall constitute
general, unsecured obligations, payable solely out of its general assets, and no Participant or other Person shall have any legal or equitable
right, claim or interest in any specific property or assets of the Corporation or any of its Subsidiaries. Neither the Corporation nor
any of its Subsidiaries shall segregate any assets for the purpose of funding obligations with respect to the Awards granted hereunder
or shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Corporation
under the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property or assets of the Corporation or any of
its Subsidiaries. To the extent any individual holds rights under the Plan, such rights (unless otherwise determined by the Committee)
shall be no greater than the rights of an unsecured general creditor of the Corporation.
| 7.3 | Costs of Administration |
The Corporation will be responsible
for all costs relating to the administration of the Plan.
If the Corporation or a Subsidiary
shall be required to withhold any amounts by reason of any federal, provincial, state or local tax rules or regulations in respect
of the payment of a Payout Amount or the delivery of Payout Shares to a Participant, the Corporation or the Subsidiary shall be entitled
to deduct and withhold such amounts from the entitlements of a Participant in respect of Awards from other income of the Participant or,
alternatively, the Corporation or Subsidiary may require the Participant to provide funds to satisfy such withholding obligation or make
other arrangements that are satisfactory to the Corporation or Subsidiary, as the case may be, including from the sale of Payout Shares
by or on behalf of a Participant.
| 7.5 | Securities Law Compliance |
(a) No
Participant shall be entitled to elect to receive (or receive) Payout Shares, and no Payout Shares shall be delivered, under the Plan
unless: (i) a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
has, at the time of delivery, been filed with the U.S. Securities and Exchange Commission and is effective with respect to the Payout
Shares delivered under the Plan; or (ii) in the absence of an effective registration statement under the Securities Act, Payout Shares
may be delivered to a Participant under the Plan in the sole discretion of the Corporation, if in the opinion of legal counsel to the
Corporation, (A) the Payout Shares to be delivered under the Plan may be delivered to such Participant in accordance with the terms
of an applicable exemption from the registration requirements of the Securities Act and (B) such Participant is eligible to receive
such Payout Shares pursuant to the applicable exemption. A PARTICIPANT IS CAUTIONED THAT DELIVERY OF PAYOUT SHARES UPON THE VESTING OF
AWARDS GRANTED PURSUANT TO THE PLAN MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
(b) As
a condition to any delivery of Payout Shares, the Corporation may require the Participant to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law (including any applicable exemption from the registration requirements of
the Securities Act) and to make any representation or warranty with respect to such compliance as may be requested by the Corporation.
In addition, in the sole discretion of the Corporation, in the event that any Payout Shares will be delivered under the Plan to any Participant
pursuant to an exemption from the registration requirements of the Securities Act, the Corporation shall be entitled to place such legends
or similar restrictions on such Payout Shares as may be required to identify such Payout Shares as “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, if in the opinion of legal counsel to the Corporation such action
is required under applicable law to comply with such exemption from registration. From time to time, the Board, the Committee and appropriate
officers of the Corporation are authorized to take the actions necessary and appropriate to file required documents with governmental
authorities, stock exchanges, and other appropriate Persons to permit or facilitate the delivery of Common Shares pursuant to the Plan.
Each Grant Agreement entered
into in connection with the grant of Awards will contain terms and conditions pursuant to which the Board, the Committee or the board
of directors of any Subsidiary employer (or any committee thereof) (x) shall clawback or (y) may determine to clawback, as applicable,
the relevant Participant’s Awards and any compensation derived therefrom. Each Participant, by accepting or being deemed to have
accepted an Award under the Plan, agrees to cooperate fully with the Board, the Committee or the board of directors of any Subsidiary
employer (or committee thereof), as applicable, and to cause any and all permitted transferees of the Participant to cooperate fully with
the Board, the Committee or the board of directors of any Subsidiary employer (or committee thereof), as applicable, to effectuate any
clawback required pursuant to the Plan or the Participant’s Grant Agreement. Neither the Board, the Committee, the board of directors
of any Subsidiary employer (or committee thereof), the Corporation, any Subsidiary nor any other Person, other than the Participant and
their permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or their permitted
transferees, if any, that may arise as a result of any clawback effected in accordance with this Section 7.6 or the Participant’s
Grant Agreement.
If any provision of the Plan
or any Award or Grant Agreement contravenes applicable law or any order, policy, by-law, rule or regulation of any applicable regulatory
authority or Stock Exchange then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance
therewith.
Article 8
MISCELLANEouS
An Award is personal to the
Participant and is non-assignable. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise
encumbered or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession or the
laws of descent and distribution, and any attempt to do so will cause such Award to be null and void. During the lifetime of the Participant,
an Award shall be redeemable only by the Participant and, upon the death of a Participant, the Person to whom the rights shall have passed
by testate succession or by the laws of descent and distribution may redeem any Awards in accordance with the terms hereof and the Grant
Agreement. For greater certainty, the limitations imposed by this Section 8.1 do not apply in any way to Payout Shares which are
held in the Common Share Account of or have been delivered to a Participant in the Plan, however held.
| 8.2 | No Other Employee Benefits |
The grant of an Award, or the
amount or value deemed to be or received by a Participant as a result of the exercise or settlement of an Award or as a result of the
sale of a Payout Share received upon the settlement of an Award will not constitute compensation with respect to which any other employee
benefits of that Participant are determined, including benefits under any bonus, pension, profit-sharing, insurance and salary continuation
plan, except as otherwise specifically determined by the Committee, nor will it be a basis to calculate any overtime, any amount of termination
or severance after the Participant’s Termination Date, or any long-service awards, bonuses, pension or retirement income or similar
payments, and by participating in the Plan and accepting any Awards hereunder, the Participant waives any claim on the foregoing basis.
In the event that the Service relationship of the Participant is terminated by the Corporation or a Subsidiary either with or without
Just Cause, the Participant shall have no rights to any particular grants which have been made to him or her other than as explicitly
set forth in the Plan, the applicable Grant Agreement, or in any other written agreement entered into between the Corporation and the
Participant, and the Participant will not be entitled to recover damages nor to be paid any benefits or to recover any compensation which
the Participant would or may otherwise have been entitled to under the Plan if the Participant had remained in Service.
All payments under the Plan
shall be made in Canadian Dollars, except in the case of a Participant who is a Non-Canadian Participant, in which case all amounts of
compensation allocated to such Participant and each Payout Amount payment in settlement of Awards will be denominated in U.S. Dollars.
The Market Price used to calculate entitlements of any Non-Canadian Participant under the Plan shall, for greater certainty, be the relevant
NYSE Market Price.
| 8.4 | Successors and Assigns |
The Plan shall be binding on
all successors and assigns of the Corporation and a Participant, including the estate of such Participant and the executor, administrator
or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
The existence of any Awards
shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification,
recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination,
merger or consolidation involving the Corporation or any of its Subsidiaries or to create or issue any bonds, debentures, shares or other
securities of the Corporation or any of its Subsidiaries or the rights and conditions attaching thereto or to affect the dissolution or
liquidation of the Corporation or any of its Subsidiaries or any sale or transfer of all or any part of its or their assets or business,
or any other corporate act or proceeding, whether of a similar nature or otherwise.
Article 9
Certain Rules Applicable to U.S. TAXPAYERS
To the extent applicable to
a Participant, it is intended that each Award granted under the Plan shall be exempt from or comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”). Notwithstanding the foregoing, the tax
treatment of the benefits provided under the Plan is not warranted or guaranteed. Neither the Corporation, its Subsidiaries nor their
respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts
owed by a Participant (or any other individual claiming a benefit through the Participant) as a result of the Plan.
| 9.2 | Separation from Service |
If the Committee determines
that any Award granted to a Participant who is at the time of the grant, or subsequently becomes, a U.S. Taxpayer must comply with Section 409A,
references in the Plan to a termination or cessation of employment or like terms shall mean, with respect to such U.S. Taxpayer, a “separation
from service” as defined under Section 409A.
Notwithstanding anything in
the Plan to the contrary, if at the time of a U.S. Taxpayer’s separation from service, the Committee determines (a) that
such U.S. Taxpayer is considered to be a “specified employee” within the meaning of Section 409A and (b) that any
Award of such U.S. Taxpayer must comply with Section 409A, and such Award is payable upon the U.S. Taxpayer’s separation from
service, such payment shall not commence prior to the first Business Day following the date which is six months after the U.S. Taxpayer’s
separation from service (or if earlier than the end of the six-month period, the date of the U.S. Taxpayer’s death). For the avoidance
of doubt, the provisions of this Section 9.3 shall not apply to (i) any payment that becomes due in respect of an Award that
becomes a Vested Award prior to the U.S. Taxpayer’s separation from service, (ii) any payment that becomes due as a result
of the U.S. Taxpayer’s death, and (iii) any payment with respect to an Award that qualifies for an exception to the requirements
of Section 409A.
Notwithstanding anything in
the Plan to the contrary and with respect only to U.S. Taxpayers:
| (a) | a U.S. Taxpayer shall not be considered to have terminated their employment for Good Reason unless the
termination qualifies for the safe harbor provided in Section 1.409A-1(n)(2)(ii) of the Treasury Regulations; |
| (b) | a Change of Control shall not be considered to have occurred unless the event or events constituting a
Change of Control qualify as a “change in the ownership of a corporation”, or a “change in effective control of the
corporation”, or a “change in the ownership of a substantial portion of the assets of a corporation”, each within the
meaning of Section 1.409A-3(i)(5) of the Treasury Regulations; and |
| (c) | a U.S. Taxpayer shall not be considered to have a Disability unless such U.S. Taxpayer is disabled
within the meaning of Section 1.409A-3(i)(4) of the Treasury Regulations. |
| 9.5 | Impact of Blackout Period |
Notwithstanding anything in
the Plan to the contrary, if the Committee determines that any Award granted to a Participant who is at the time of the grant, or subsequently
becomes, a U.S. Taxpayer must comply with Section 409A and if such Award becomes a Vested Restricted Share Unit on or before December 31
of any year (in the case of Restricted Share Units) or the date on which a Performance Share Unit becomes an Earned Performance Share
Unit is on or before December 31 of any year (in the case of Earned Performance Share Units), but due to the continuance of a Blackout
Period or otherwise, the U.S. Taxpayer would not otherwise receive the Payout Amount or Payout Share in respect of such Award pursuant
to Section 3.6, Section 4.7, Section 5.2, Section 6.2 or Section 6.3, as applicable, before December 31
of the year in which the applicable Award becomes a Vested Award (the “Outside Date”), the Corporation shall, irrespective
of any election to receive a Payout Share made pursuant to Section 3.5(b) or Section 4.6(b), satisfy its obligation in
respect of such Award by paying the Payout Amount in respect of such Award before the Outside Date. If the Payout Amount is paid to a
U.S. Taxpayer pursuant to this Section 9.5, such Payout Amount shall be determined using a Market Price fixed by the Committee, acting
reasonably.
Notwithstanding anything in
the Plan to the contrary, no payment hereunder shall be made to a U.S. Taxpayer pursuant to Section 3.6, Section 4.7 or Section 5.2
in respect of any Award, including any Payout Amount or Payout Share, unless such U.S. Taxpayer is an Employee on the date that such payment
is made to such U.S. Taxpayer, except that in the case of a U.S. Taxpayer whose employment is terminated for any reason (including
death, Disability, Retirement, an Involuntary Employment Action or another involuntary termination in respect of which Section 6.3
applies), payment may be made to such U.S. Taxpayer at any time after the applicable Award becomes a Vested Award and before December 31st
of the year in which such Award becomes a Vested Award.
| 9.7 | Amendments and Alterations |
Notwithstanding anything in
the Plan to the contrary, neither the Board nor the Committee shall amend or alter this Plan or any Award granted to a U.S. Taxpayer,
or exercise its discretion with respect to the Plan or an Award granted to a U.S. Taxpayer, including pursuant to Section 3.1, Section 4.1,
Section 5.3 or Section 7.1, if such amendment, alteration, or exercise of discretion would cause this Plan or an Award granted
to a U.S. Taxpayer to violate Section 409A. Any such amendment, alteration, or exercise of discretion that would cause this
Plan or any Award granted to a U.S. taxpayer to violate Section 409A shall be void ab initio.
Exhibit 107.1
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
FORTIS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price Per Unit |
Maximum
Aggregate
Offering Price |
Fee
Rate |
Amount
of
Registration
Fee |
Equity |
Common
shares, without
par value |
457(h) |
4,000,000 |
$40.00(2) |
$160,000,000.00 |
0.0001476 |
$23,616.00 |
Total
Offering Amounts |
|
$160,000,000.00 |
|
$23,616.00 |
Total
Fee Offsets |
|
|
|
$0.00 |
Net
Fee Due |
|
|
|
$23,616.00 |
(1) Pursuant to Rule 416 of the Securities
Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common shares (“Common
Shares”) that become issuable under the Registrant’s Omnibus Equity Plan by reason of any stock dividend, stock split
or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding Common
Shares.
(2) Estimated in accordance with Rule 457(h) solely
for the purpose of calculating the registration fee on the basis of $40.00 per share, which is the average of the high and low prices
of the Common Shares on December 12, 2023, as reported on the New York Stock Exchange.
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