Plan has the meaning set out in Section 1 of the Plan.
Principal Market means the principal Exchange, upon which has occurred the greatest trading volume of the Shares for the six (6) months (or, to the extent the Shares have not been listed, admitted to trading, posted for trading, or quoted upon for at least six (6) months, the next longest period since the Shares were initially listed, admitted to trading, posted for trading, or quoted upon) prior to the date of reference provided, however, that to the extent deemed necessary or appropriate, the Principal Market shall be as determined by the Committee in accordance with applicable law.
Qualified Member means a member of the Board who is (a) a non-employee director within the meaning of Rule 16b-3(b)(3) and (b) independent under the listing standards or rules of the Exchange(s), but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.
Restricted Share means a Share granted under Section 7(d) of the Plan that is subject to certain restrictions and risk of forfeiture.
Restricted Share Unit means a unit credited by means of a bookkeeping entry on the books of the Corporation to a Participant pursuant to Section 7(c) of the Plan, representing the future conditional right of the Participant to receive a cash payment equal to the Fair Market Value of a Share calculated at the date of such payment, or, at the Corporations and Employers sole discretion, its equivalent in Shares (or a combination of cash and Shares), at the time, in the manner, and subject to the terms contained herein.
Restricted Share Unit Account has the meaning set out in Section 7(c)(ii)(A) of the Plan.
Restricted Share Unit Entitlement Date has the meaning set out in Section 7(c)(iv) of the Plan.
RSU Service Year has the meaning set out in Section 7(c)(iii) of the Plan.
Rule 16b-3 means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended from time to time, including the guidance, rules, and regulations promulgated thereunder and successor provisions, guidance, rules, and regulations thereto.
Share Appreciation Right or SAR means a share appreciation right granted to a Participant pursuant to Section 7(b) of the Plan, which is a conditional right of the Participant to receive, upon exercise and settlement thereof, a cash payment equal to the excess of (a) the Fair Market Value of one Share on the date of exercise over (b) the grant price of the SAR, or, at the Corporations and Employers sole discretion, its equivalent in Shares (or a combination of cash and Shares), at the time, in the manner, and subject to the terms contained herein.
Shares means any or all, as applicable, of the common shares of the Corporation and any other shares of the Corporation as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made pursuant to Section 8(e) of the Plan, and any other shares of the Corporation or any Affiliate or any successor that may be so designated by the Committee.
Share Award means an Award of unrestricted Shares granted pursuant to Section 7(e) of the Plan.
Tax Act means the Income Tax Act (Canada) and the regulations thereto, as amended from time to time.
Termination Date means, in respect of a Participant, the date that the Participant ceases to be actively employed by, or ceases to provide services as a consultant to, the Corporation or an Affiliate for any reason, without regard to any statutory, contractual, or common law notice period that may be required by law following the termination of the Participants employment or consulting relationship with the Corporation or Affiliate. The Committee will have sole discretion to determine whether a Participant has ceased active employment or ceased to provide services as a consultant and the effective date on which the Participant ceased active employment or ceased to provide services as a consultant. A Participant will be deemed not to have ceased to be an employee of the Corporation or an Affiliate in the case of a transfer of his or her employment between the Corporation and an Affiliate or a transfer of employment between Affiliates.
U.S. Participant has the meaning set out in Schedule A of the Plan.