PERFORMANCE STOCK UNIT GRANT AGREEMENT
(FOR SETTLEMENT IN COMMON SHARES ONLY)
To: Firstname Lastname
Date: Month Day, 202X
I am pleased to confirm that, in connection with services to be rendered by you over the period that ends on the Vesting Date (as defined in Schedule A hereto), you have been granted a stock-based Performance Award (the PSUs) of Canopy Growth Corporation (Canopy Growth) under Canopy Growths Amended and Restated Omnibus Incentive Plan, as the same may be amended from time to time (the Plan). All capitalized terms that are not defined in this letter agreement and its schedule(s) shall be as defined in the Plan. Each PSU covers one common share in the capital of Canopy Growth (each a Common Share). This letter shall constitute an Award Agreement under the Plan and sets forth the terms and conditions of the PSUs, which include the terms detailed in Schedule A hereto.
Note 1: All PSUs granted under this Award Agreement will vest on the Vesting Date, unless:
(a) You provide Canopy Growth with notice of resignation, in which case PSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;
(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for cause (as such term is defined in the Plan), in which case PSUs will cease to vest on that date;
(c) Canopy Growth terminates your Service without cause, in which case you will receive the vesting of any outstanding PSUs, at actual performance levels, for all fiscal years already certified by the Board of Directors or any responsible committee thereof by the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause, while all other PSUs will cease to vest; or
(d) The law deems your Service to be terminated, in which case PSUs will cease to vest on the date deemed by law to be date of such termination.
Following the Vesting Date, you will not be entitled to any further vesting of PSUs nor to damages or compensation of any sort as a result of such limitation.
Note 2: Notwithstanding the Vesting Date detailed in Schedule A, the Vesting Date may be automatically adjusted if it would otherwise: (i) be a date that is not a business day; (ii) be a date that is within a Blackout Period or (iii) be a date that is prior to Canopy Growth being in receipt of your executed copy of this Award Agreement, which confirms your agreement to comply with the terms and conditions of the Award Agreement and the Plan. In case of any of the foregoing, the Vesting Date is deemed to be adjusted to the business day immediately following the date of the event set out in (i), (ii) or (iii), described above, as the case may be.