STOCK AND DEFERRED STOCK UNITS FOR ELIGIBLE DIRECTORS
A. Stock Award. The Administrator shall pay Eligible Remuneration to each Director pursuant to an Award Agreement.
B. Election. Further, the Administrator may, in its sole discretion, permit each Eligible Director to receive all or any portion of his Eligible Remuneration during the Remuneration Period in the form of Deferred Stock Units under this Plan (an Election). All deferrals pursuant to such an Election shall be evidenced by an Award Agreement.
For purposes of this Subpart A, the following definitions shall apply:
Annual Retainer for a particular Director means the retainer (including any additional amounts payable for serving as lead Director or on any committee of the Board), payable to that Director for serving as a Director for the relevant Remuneration Period, as determined by the Board;
Attendance Fee means amounts payable annually to a Director as a Board meeting attendance fee or a committee meeting attendance fee, or any portion thereof;
Canadian Director means a Director who is a resident of Canada for the purposes of the Canadian Tax Act, and whose income from employment by the Company or Related Entity is subject to Canadian income tax, notwithstanding any provision of the Canada-United States Income Tax Convention (1980), as amended;
Canadian Tax Act and Canadian Tax Regulations means respectively the Income Tax Act (Canada), as amended and the Income Tax Regulation promulgated thereunder, as amended;
Deferred Stock Unit means a right granted by the Company to an Eligible Director to receive, on a deferred payment basis, Shares under this Plan;
Eligible Director is any Director of this Company or Related Entity that the Administrator determines is eligible to elect to receive Deferred Stock Units under this Plan;
Eligible Remuneration means all amounts payable to an Eligible Director in Shares, including all or part of amounts payable in satisfaction of the Annual Retainer, Attendance Fees or any other fees relating to service on the Board which are payable to an Eligible Director or in satisfaction of rights or property surrendered by an Eligible Director to the Company; it being understood that the amount of Eligible Remuneration payable to any Eligible Director may be calculated by the Administrator in a different manner than Eligible Remuneration payable to another Eligible Director in its sole and absolute discretion;
Prescribed Plan or Arrangement means a prescribed plan or arrangement as defined in s.6801(d) of the Canadian Tax Regulation;