Exhibit 99.1

TELUS International (Cda) Inc.

2021 Omnibus Incentive Plan

A.                Establishment. TELUS International (Cda) Inc. establishes an incentive compensation plan to be known as the TELUS International (Cda) Inc. 2021 Omnibus Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares, Performance Share Units, Deferred Share Units, Cash-Based Awards and Other Share-Based Awards. This Plan shall become effective on the effective date of the Company’s initial public offering (the “Effective Date”) and shall remain in effect as provided in Section I.C.

B.                 Purpose of this Plan. The purpose of this Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by (i) motivating superior performance by means of performance-related incentives, (ii) encouraging and providing for the acquisition of an ownership interest in the Company by Employees, as well as Non-Employee Directors and (iii) enabling the Company to attract and retain qualified and competent persons to serve as members of an outstanding management team and the Board of Directors of the Company, upon whose judgment, interest and performance are required for the successful and sustained operations of the Company.

C.                 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions.

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

A.                “Affiliate” means any Subsidiary of, and any person or entity that, directly or indirectly, Controls, or is under common control with, the Company.

B.                 “Annual Award Limit” has the meaning set forth in Section IV.C.

C.                 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares, Performance Share Units, Deferred Share Units, Cash-Based Awards or Other Share-Based Awards, in each case subject to the terms of this Plan.

D.                “Award Agreement” means either (i) a written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an Award granted under this Plan, subject to the provisions herein. The terms of an Award Agreement need not be uniform among all Participants or among similar types of Awards.

E.                 “Board” or “Board of Directors” means the Board of Directors of the Company.

F.                  “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article XIII.

G.                “Change in Control” means any one of the following:

(i)                 any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business). For the avoidance of doubt, no such transaction shall trigger a Change in Control while TELUS Corporation continues to hold, directly or indirectly, 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company;

(ii)              as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or the directors of such successor corporation or entity after such transaction is held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction;

(iii)            during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or

(iv)             the shareholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly-owned subsidiary.

H.                “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations and guidance promulgated thereunder and any successor or similar provision.

I.                    “Committee” means the Human Resources Committee of the Board or a subcommittee thereof or any other committee designated by the Board to administer this Plan, and if the Committee does not exist or cannot function for any reason, the Board may take any action under this Plan that would otherwise be the responsibility of the Committee (in which case references to the “Committee” shall be deemed references to the Board). The Committee shall be constituted to comply with the requirements of Rule 16(b) of the Exchange Act (to the extent that Section 16 of the Exchange Act becomes applicable to the Company) and any applicable listing or governance requirements of any securities exchange on which the Shares are listed; provided, however, that if any Committee member is found not to have met the qualification requirements of Section 16(b) of the Exchange Act, actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify.

J.                   “Company” means TELUS International (Cda) Inc. and any successor thereto as provided in Section XXIV.AA.

K.                “Control” means the relationship whereby a person (the second person) is considered to be “controlled” by a person (the first person) if:

(i)                 in the case of a corporation,

a.                   voting securities of the second person carrying more than 50% of the votes for the election of directors are held, directly or indirectly, otherwise than by way of security only, by or for the benefit of the first person; and

b.                  the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the second person;

(ii)              in the case of a partnership that does not have directors, other than a limited partnership, the first person holds more than 50% of the interests in the partnership; or

(iii)            in the case of a limited partnership, the general partner is the first person.

L.                 “Data” has the meaning set forth in Section XXIV.D.

M.               “Deferred Share Unit” means an Award granted pursuant to Article XII.

N.                “Director” means any individual who is a member of the Board of Directors of the Company.

O.                “Disability” means either of the following: (i) for purposes of the Plan only, the inability of a Participant to perform substantially all of such Participant’s duties and responsibilities to the Company or any Affiliate as a result of any illness, injury, accident or condition of either a physical or psychological nature suffered by such Participant, with or without accommodation to the point of undue hardship, for 120 consecutive days or any 180 days in any period of 365 days, which illness, injury, accident or condition is likely to continue in the foreseeable future to a similar degree as determined by a duly qualified medical practitioner reasonably selected by the Company or its Affiliate (provided that, if the Participant refuses to submit to a medical examination by such practitioner and the parties, acting reasonably, cannot agree to an alternate practitioner within 30 days following such Participant’s refusal, the determination of the Board (or its designee) of the issue acting upon any available medical information will be considered final and binding) or (ii) any other condition of the Participant that would constitute a “disability” under the Participant’s employment agreement, if applicable.

P.                  “Dividend Equivalent” has the meaning set forth in Article XIX.

Q.                “Effective Date” has the meaning set forth in Section I.A.

R.                 “Employee” means any individual performing services for the Company or an Affiliate and designated as an employee of the Company or an Affiliate on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the Company or Affiliate as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company or Affiliate, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified, as a common-law employee of the Company or Affiliate during such period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company or any Affiliate. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91^st day of such leave, any Incentive Stock Option held by a Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

S.                  “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto and the regulations and guidance promulgated thereunder.

T.                 “Fair Market Value” or “FMV” means, with respect to a Share, the fair market value thereof as of the relevant date of determination, as determined in accordance with the valuation methodology approved by the Committee (based on objective criteria) from time to time. In the absence of any alternative valuation methodology approved by the Committee, Fair Market Value shall be equal to the closing selling price of a Share on the trading day immediately preceding the date on which such valuation is made on the NYSE, the TSX or such established national securities exchange as may be designated by the Committee (and if listed on more than one securities exchange, and the closing price on another securities exchange is higher, then the highest of such closing prices) or, in the event that the Shares are not listed for trading on the NYSE, TSX or such other national securities exchange as may be designated by the Committee but are quoted on an automated system, in any such case on the valuation date (or if there were no sales on the valuation date, the average of the highest and lowest quoted selling prices as reported on said composite tape or automated system for the most recent day during which a sale occurred). FMV may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award.

U.                “Grant Date” means the date an Award is granted to a Participant pursuant to this Plan.

V.                “Grant Price” means the price established at the time of grant of an SAR pursuant to Article VII.

W.               “Incentive Stock Option” or “ISO” means an Award granted pursuant to Article VI that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision.

X.                “Insider” has the meaning given to that term in the Company Manual of the TSX, as amended from time to time.

Y.                “Non-Employee Director” means a Director who is not an Employee of the Company or any Affiliate.

Z.                 “Nonqualified Stock Option” means an Award granted pursuant to Article VI that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

AA.           “NYSE” means the New York Stock Exchange.

BB.            “Option” means an Award granted to a Participant pursuant to Article VI, which Award may be an Incentive Stock Option or a Nonqualified Stock Option.

CC.            “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

DD.           “Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that is granted pursuant to Article XIII.

EE.            “Participant” means any eligible individual as set forth in Article V to whom an Award is granted.

FF.             “Performance Measures” means measures, as described in Article XV, upon which performance goals are based.

GG.           “Performance Period” means the period of time during which performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

HH.           “Performance Share” means an Award granted pursuant to Article X.

II.                 “Performance Share Unit” means an Award granted pursuant to Article XI.

JJ.                “Period of Restriction” means the period when Restricted Shares or Restricted Share Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion) as provided in Articles VIII and IX.

KK.           “Plan” means the TELUS International (Cda) Inc. 2021 Omnibus Incentive Plan, as may be amended from time to time.

LL.            “Restricted Share” means an Award granted pursuant to Article VIII.

MM.        “Restricted Share Unit” means an Award granted pursuant to Article IX.

NN.           “Retirement” means the cessation of the employment or engagement of a Participant with the Company or an Affiliate without payment to the Participant of any cash severance payment or retiring allowance or equivalent on or after the date on which the following formula is satisfied:

A + B = 80, where A is the Participant’s age on the date the Participant’s employment ceases with the Company or an Affiliate, as applicable, and B is the number of years of continuous and active service with the Company or an Affiliate.

OO.           “Security Based Compensation Arrangement” has the meaning given to that term in the Company Manual of the TSX, as amended from time to time.

PP.             “Shares” means the Company’s subordinate voting shares, or such other class of shares or other securities as may be applicable under Section IV.D; and “Share” means any one of them.

QQ.           “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article VII.

RR.            “Subsidiary” means a corporation or other entity (domestic or foreign) Controlled by the Company.

SS.             “Successor” has the meaning set forth in Section XXIV.AA.

TT.            “Tax Act” means the Income Tax Act (Canada) as amended.

UU.           “Termination of Directorship” means the time when a Non-Employee Director ceases to be a Non-Employee Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected or death.

VV.           “Termination of Employment” means the termination of the Participant’s employment with the Company and its Affiliates, regardless of the reason for the termination of employment, unless as determined otherwise by the Committee. For the avoidance of doubt, a transfer of employment from the Company to an Affiliate of the Company that is not in connection with a Change in Control will not constitute a Termination of Employment.

WW.       “Third-Party Service Provider” means an individual, other than an Employee or a Director, that:

(i)                 is engaged to provide services on a bona fide basis to the Company or an Affiliate, other than services provided in relation to a distribution of securities of the Company or an Affiliate;

(ii)              provides the services under a written contract with the Company or an Affiliate; and

(iii)            spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate,

provided that the services (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (b) do not, directly or indirectly, promote or maintain a market for the Company’s securities and (c) are provided by a natural person who has contracted directly with the Company or an Affiliate to render such services.

XX.           “TSX” means the Toronto Stock Exchange.

A.                General. The Committee shall be responsible for administering this Plan, subject to this Article III and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. No member of the Committee shall be liable for any action taken or not taken in reliance upon any such information and/or advice. All actions taken and all interpretations and determinations made by the Committee shall be made in its sole discretion and shall be final, binding and conclusive upon the Participants, the Company or any Affiliate, and all other interested individuals.

B.                 Authority of the Committee. Subject to any express limitations set forth in this Plan, the Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration, interpretation and implementation of this Plan, including, but not limited to, the following:

(i)                 To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an Award, and the number of Shares subject to an Award;

(ii)              To construe and interpret this Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in this Plan or in an Award Agreement in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective;

(iii)            To approve forms of Award Agreements for use under this Plan;

(iv)             To determine Fair Market Value of a Share in accordance with Section II.T of this Plan;

(v)               To amend this Plan, an Award or any Award Agreement after the Grant Date subject to the terms of this Plan;

(vi)             To adopt sub-plans and/or special provisions applicable to stock awards regulated by the laws of a jurisdiction other than and outside of Canada and the United States. Such sub-plans and/or special provisions may take precedence over other provisions of this Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of this Plan shall govern;

(vii)          To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Board;

(viii)        To determine whether Awards will be settled in Shares (and whether those shares will be newly issued Shares, market Shares or treasury Shares), cash or in any combination thereof;

(ix)             To determine whether Awards will provide for Dividend Equivalents;

(x)               To establish a program whereby Participants designated by the Committee may elect to receive Awards under this Plan in lieu of compensation otherwise payable in cash; and

(xi)             To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares, including, without limitation, restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers.

C.                 Delegation. To the extent not prohibited by applicable laws, rules and regulations, the Committee may delegate to (i) one or more of its members, (ii) one or more officers of the Company or any Affiliate or (iii) one or more agents or advisors such administrative duties or powers as it may deem appropriate or advisable under such conditions and limitations as the Committee may set at the time of such delegation or thereafter. The Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. Notwithstanding the foregoing, the Committee may not delegate its authority (i) to make Awards to Employees who are (a) insiders or (b) officers of the Company who are delegated authority by the Committee hereunder or (ii) pursuant to Article XXII of this Plan. For purposes of this Plan, reference to the Committee shall be deemed to refer to any subcommittee, or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section III.C.

D.                Determinations Binding. Any decision made or action taken by the Board, the Committee or any officers or employees to whom authority has been delegated pursuant to Section III.B arising out of or in connection with the administration or interpretation of the Plan is final, conclusive and binding on the Company, the affected Participant(s), their legal and personal representatives and all other persons.

A.                Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under the Plan:

(i)                 The maximum number of Shares that are available for Awards under this Plan shall be 18,651,120 Shares. Such Shares may be authorized and unissued Shares, Shares that have been reacquired by the Company or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee.

(ii)              The aggregate number of Shares:

a.                   issuable to Insiders at any time, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares; and

b.                  issued to Insiders within any one-year period, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares,

provided that the acquisition of Shares by the Company for cancellation shall not constitute non-compliance with this Section IV.A(ii) for any Awards outstanding prior to such purchase of Shares for cancellation.

(iii)            The aggregate number of Shares issuable pursuant to Restricted Shares, Restricted Share Units, Performance Share Units and Deferred Share Units granted to Participants under the Plan shall not exceed 4,500,000 Shares.

Any of the authorized Shares may be used for any type of Award under this Plan, and any or all of the Shares may be allocated to Incentive Stock Options.

B.                 Share Usage. The number of Shares remaining available for issuance will be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of newly issued Shares actually delivered upon settlement or payment of the Award. For purposes of determining the number of Shares that remain available for issuance under this Plan, the number of Shares related to an Award to be settled in newly-issued Shares granted under this Plan that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, are settled through the delivery of market-purchased Shares or the delivery of consideration other than Shares (including cash), shall be available again for grant under this Plan. However, where Awards providing for settlement solely in newly issued Shares have been surrendered for cancellation for consideration or the satisfaction of the payment of the purchase price or tax withholding obligations related to the Award, the Shares underlying such Award shall not be available again for grant under this Plan.

C.                 Annual Award Limits. Subject to adjustments pursuant to Section IV.D and, in the case of Non-Employee Directors, Section XVII.A, the “Annual Award Limit” shall be:

(i)                 The maximum number of Shares that may be issued pursuant to Options and SARs granted to any Participant in any calendar year shall be 4,500,000 Shares;

(ii)              The maximum number of Shares that may be paid to any Participant in any calendar year under an Award of Restricted Shares, Restricted Share Units, Performance Shares, Performance Share Units, Deferred Share Units or Other Share-Based Awards shall be 4,500,000 Shares, determined as of the Grant Date; and

(iii)            The maximum aggregate amount that may be paid to any Participant in any calendar year under an Award of Performance Share Units, Cash-Based Awards or any other Award that is payable in cash shall be $10,000,000, determined as of the Grant Date.

D.                Adjustments in Authorized Shares. Adjustments in authorized Shares available for issuance under this Plan or under an outstanding Award and adjustments in Annual Award Limits shall be subject to the following provisions:

(i)                 In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, reclassification, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend, rights offering to purchase Shares at a price that is substantially below FMV or any other similar corporate event or transaction (“Corporate Transactions”), the Committee, in order to preserve, but not increase, Participants’ rights under this Plan, shall substitute or adjust as applicable, (1) the number and kind of securities that may be issued under this Plan or under particular forms of Award Agreements, (2) the number and kind of Shares subject to outstanding Awards (including by payment of cash to a Participant), (3) the Option Price or Grant Price applicable to outstanding Awards and (4) the Annual Award Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of making such substitution or adjustment subject to applicable laws, rules and regulations.

(ii)              In addition to the adjustments permitted under Section IV.D(i) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Award that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and changes in the length of Performance Periods, subject to the limitations set forth in Section XV.B.

(iii)            The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Unless otherwise determined by the Committee, such adjusted Awards shall be subject to the same restrictions and vesting or settlement schedule to which the underlying Award is subject.

A.                Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees, Directors and Third-Party Service Providers.

B.                 Participation in this Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in this Plan, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of each Award.

A.                Grant of Options. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be evidenced by an Award Agreement which shall specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option.

B.                 Option Price. The Option Price for each grant of an Option shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement evidencing such Option; provided, however, the Option Price must be at least equal to 100% of the FMV of a Share as of the Option’s Grant Date, subject to adjustment as provided for under Section IV.D.

C.                 Term of Option. The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the tenth anniversary date of its Grant Date. If at any time upon or within the five business days preceding the expiration of the term of an Option (other than an Incentive Stock Option), a Participant is prohibited from trading in the Shares by applicable laws, rules or regulations or the Company’s insider trading plan as in effect from time to time, then the term of the Option shall be automatically extended to the tenth business day following the expiration of such prohibition; provided, however, that this provision shall not apply if prohibited by applicable laws, rules and regulations in effect from time to time.

D.                Exercise of Option. An Option shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

E.                 Payment of Option Price. An Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. Except as otherwise provided in the Award Agreement, the Option Price of any exercised Option shall be payable to the Company in accordance with one of the following methods:

(i)                 In cash or its equivalent;

(ii)              By tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price;

(iii)            By a cashless (broker-assisted) exercise in accordance with procedures authorized by the Committee from time to time;

(iv)             Through net share settlement or a similar procedure involving the withholding of Shares subject to the Option with a value equal to the Option Price;

(v)               By any combination of (i), (ii), (iii) and (iv); or

(vi)             Any other method approved or accepted by the Committee in its sole discretion.

Unless otherwise determined by the Committee, all payments made under all of the methods indicated above shall be paid in United States dollars or Shares, as applicable.

F.                  Special Rules Regarding ISOs. The terms of any Incentive Stock Option (“ISO”) granted under this Plan shall comply in all respects with the provisions of Code Section 422, or any successor provision thereto, as amended from time to time. Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO to a Participant shall be subject to the following rules:

(i)                 Special ISO definitions:

a.                   “Parent Corporation” shall mean as of any applicable date a corporation in respect of the Company that is a parent corporation within the meaning of Code Section 424(e).

b.                  “ISO Subsidiary” shall mean as of any applicable date any corporation in respect of the Company that is a subsidiary corporation within the meaning of Code Section 424(f).

c.                   A “10% Owner” is an individual who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Parent Corporation or any ISO Subsidiary.

(ii)              Eligible Employees. An ISO may be granted solely to eligible Employees of the Company, Parent Corporation or ISO Subsidiary.

(iii)            Specified as an ISO. An Award Agreement evidencing the grant of an ISO shall specify that such grant is intended to be an ISO.

(iv)             Option Price. The Option Price for each grant of an ISO shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, that the Option Price must be at least equal to 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the case of 10% Owners, the Option Price may not be less than 110% of such Fair Market Value), subject to adjustment provided for under Section IV.D.

(v)               Right to Exercise. Any ISO granted to a Participant shall be exercisable during his or her lifetime solely by such Participant.

(vi)             Exercise Period. The period during which a Participant may exercise an ISO shall not exceed ten years (five years in the case of a Participant who is a 10% Owner) from the date on which the ISO was granted.

(vii)          Termination of Employment. In the event a Participant terminates employment due to death or Disability (as defined in Code Section 22(e)(3)), the Participant (or, in the case of death, the person(s) to whom the Option is transferred by will or the laws of descent and distribution) shall have the right to exercise the Participant’s ISO award during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of his death or Disability, as applicable; provided, however, that such period may not exceed one year from the date of such termination of employment or if shorter, the remaining term of the ISO. In the event a Participant terminates employment for reasons other than death or Disability, the Participant shall have the right to exercise the Participant’s ISO during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of such termination of employment; provided, however, that such period may not exceed three months from the date of such termination of employment or if shorter, the remaining term of the ISO.

(viii)        Dollar Limitation. To the extent that the aggregate Fair Market Value of (i) the Shares with respect to which Options are designated as Incentive Stock Options plus (ii) the shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to which other Incentive Stock Options are exercisable for the first time by a holder of such Incentive Stock Options during any calendar year under all plans of the Company and ISO Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time the Option or other Incentive Stock Option is granted.

(ix)             Duration of Plan. No ISO may be granted more than ten years after the earlier of (a) the adoption of this Plan by the Board or (b) the Effective Date.

(x)               Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall notify the Company of such disposition within 30 days thereof. The Company shall use such information to determine whether a disqualifying disposition as described in Code Section 421(b) has occurred.

(xi)             Transferability. No ISO may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided, however, that at the discretion of the Committee, an ISO may be transferred to a grantor trust under which the Participant making the transfer is the sole beneficiary.

A.                Grant of SARs. SARs may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement.

B.                 Grant Price. The Grant Price for each grant of SARs shall be determined by the Committee and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date, subject to adjustment as provided for under Section IV.D.

C.                 Term of SARs. The term of any SAR granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no SAR shall settle or be exercisable later than the tenth anniversary date of its grant.

D.                Exercise of SARs. Except for SARs that settle on a specified settlement date, SARs shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

E.                 Notice of Exercise. SARs subject to exercise by the Participant shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the SAR is to be exercised.

F.                  Settlement of SARs. Upon the exercise of any SAR that is subject to exercise by the Participant, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section VII.E, or upon the specified settlement date for a SAR that is not subject to exercise by the Participant, the Participant shall be entitled to receive payment from the Company in an amount equal to the product of (i) and (ii) below:

(i)                 The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.

(ii)              The number of Shares with respect to which the SAR is exercised.

Payment shall be made in cash, Shares or a combination thereof as specified in the Award Agreement.

A.                Grant of Restricted Shares. Restricted Shares may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Shares shall be evidenced by an Award Agreement.

B.                 Nature of Restrictions. Each grant of Restricted Shares shall be subject to a restriction period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following:

(i)                 A requirement that a Participant pay a stipulated purchase price for each Share of Restricted Shares;

(ii)              Restrictions based upon the achievement of specific performance goals;

(iii)            Time-based restrictions on vesting following the attainment of the performance goals;

(iv)             Time-based restrictions; and/or

(v)               Restrictions under applicable laws and restrictions under the requirements of any stock exchange or market on which such Shares are listed or traded.

C.                 Issuance of Shares. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Shares in the Company’s possession until such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse. Shares covered by each Restricted Share grant shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapsed (including satisfaction of any applicable tax withholding obligations).

D.                Shareholder Rights. Unless otherwise determined by the Committee and set forth in a Participant’s applicable Award Agreement, to the extent permitted or required by law, a Participant holding Shares of Restricted Shares granted hereunder shall be granted full rights as a shareholder (including voting rights) with respect to those Shares during the Period of Restriction.

A.                Grant of Restricted Share Units. Restricted Share Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Share Unit shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the restriction period. Each grant of Restricted Share Units shall be evidenced by an Award Agreement.

B.                 Value of Restricted Share Units. Each Restricted Share Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

C.                 Nature of Restrictions. Each grant of Restricted Share Units shall be subject to a restriction period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following:

(i)                 A requirement that a Participant pay a stipulated purchase price for each Restricted Share Unit;

(ii)              Restrictions based upon the achievement of specific performance goals;

(iii)            Time-based restrictions on vesting following the attainment of the performance goals;

(iv)             Time-based restrictions; and/or

(v)               Restrictions under applicable laws or under the requirements of any stock exchange on which Shares are listed or traded.

D.                Settlement and Payment Restricted Share Units. Unless otherwise elected by the Participant or otherwise provided for in the Award Agreement, Restricted Share Units shall be settled upon the date such Restricted Share Units vest. Such settlement may be made in Shares, cash or a combination thereof, as specified in the Award Agreement.

A.                Grant of Performance Shares. Performance Shares may be granted to Participants in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Performance Shares shall be evidenced by an Award Agreement. A grant of a Performance Share Unit shall represent the grant of Shares based upon the completion of service, performance conditions or such other terms and conditions as specified in the applicable Award Agreement over the restriction period.

B.                 Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, shall determine the number of Performance Shares that shall be paid to a Participant.

C.                 Earning of Performance Shares. After the applicable Performance Period has ended, the number of Performance Shares earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee.

D.                Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section X.D may be subject to any restrictions deemed appropriate by the Committee.

A.                Grant of Performance Share Units. Subject to the terms and provisions of this Plan, Performance Share Units may be granted to a Participant in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Performance Share Units shall be evidenced by an Award Agreement.

B.                 Value of Performance Share Units. Each Performance Share Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, will determine the number of Performance Share Units that shall be settled and paid to the Participant.

C.                 Earning of Performance Share Units. After the applicable Performance Period has ended, the number of Performance Share Units earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee.

D.                Form and Timing of Payment of Performance Share Units. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Share Units in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section XI.D may be subject to any restrictions deemed appropriate by the Committee.

A.                Grant of Deferred Share Units. Deferred Share Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Deferred Share Unit shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share following the date the Participant has terminated all employment, directorship and other roles with the Company and its Affiliates (“Termination Date”). Grants of Deferred Share Units may be evidenced by an Award Agreement, which will also specify whether the Deferred Share Unit is to be settled in cash, Shares or a combination thereof. Grants of Deferred Share Units not evidenced by an Award Agreement shall be settled in cash.

B.                 Value of Deferred Share Units. Each Deferred Share Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

C.                 Settlement and Payment Deferred Share Units. Deferred Share Units shall be settled upon the 90^th day following the Participant’s Termination Date. Notwithstanding the foregoing sentence, if the Participant is not subject to taxation under the Code with respect to the Deferred Share Units, the Participant may, by giving notice prior to the 60^th day following the Participant’s Termination Date, elect a later date for settlement, provided that such later date is no later than December 15^th of the calendar year following the calendar year in which the Participant’s Termination Date occurs.

A.                Grant of Other Share-Based Awards and Cash-Based Awards

(i)                 The Committee may grant Other Share-Based Awards not otherwise described by the terms of this Plan, including, but not limited to, the grant or offer for sale of unrestricted Shares and the grant of deferred Shares, in such amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.

(ii)              The Committee, at any time and from time to time, may grant Cash-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine, in its sole discretion.

B.                 Value of Other Share-Based Awards and Cash-Based Awards.

(i)                 Each Other Share-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee, in its sole discretion.

(ii)              Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole discretion. If the Committee exercises its discretion to establish performance goals, the value of Cash-Based Awards paid to the Participant will depend on the extent to which such performance goals are met.

C.                 Payment of Other Share-Based Awards and Cash-Based Awards. Payment, if any, with respect to Cash-Based Awards and Other Share-Based Awards shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares or a combination of both as determined by the Committee in its sole discretion.

A.                Transferability of Awards. Except as provided in Section XIV.B, during a Participant’s lifetime, Options and SARs shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution or pursuant to a domestic relations order entered into by a court of competent jurisdiction. No Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind. Any purported transfer in violation of this Section XIV.A shall be null and void.

B.                 Committee Action. Notwithstanding Section XIV.A, the Committee may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, determine that any or all Awards shall be transferable, for no consideration, to a Permitted Transferee. Any Award transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant. “Permitted Transferees” mean (i) a Participant’s spouse, (ii) an entity Controlled by the Participant or Controlled by the Participant’s spouse, (iii) one or more trusts established in whole or in part for the benefit of the Participant and/or the Participant’s spouse, (iv) one or more entities that are beneficially owned in whole or in part by the Participant and/or the Participant’s spouse or (v) any other person with the approval of the Committee. No Award may be transferred for value without shareholder approval.

C.                 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired by a Participant under this Plan as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed or traded or under any blue sky or state securities laws applicable to such Shares.

A.                Performance Measures. Any Award to a Participant may be subject to performance goals as determined at the discretion of the Committee, which may include, but are not limited to, any of the following:

(i)                 Book value or earnings per Share;

(ii)              Cash flow, free cash flow or operating cash flow;

(iii)            Earnings before or after any, or any combination of, interest, taxes, depreciation, amortization or restructuring costs;

(iv)             Gross or net sales or revenues;

(v)               Operational performance measures;

(vi)             Profitability ratios (pre or post tax);

(vii)          Profitability of an identifiable business unit or product;

(viii)        Return measures (including return on assets, return on equity, return on investment, return on capital, return on invested capital, gross profit return on investment, gross margin return on investment, economic value added or similar metric);

(ix)             Strategic business objectives (including objective project milestones);

Any Performance Measure(s) may, as the Committee in its sole discretion deems appropriate, (i) relate to the performance of the Company or any Affiliate as a whole or any business unit or division of the Company or any Affiliate or any combination thereof, (ii) be compared to the performance of a group of comparator companies, or published or special index, (iii) be based on change in the Performance Measure over a specified period of time and such change may be measured based on an arithmetic change over the specified period (e.g., cumulative change or average change), or percentage change over the specified period (e.g., cumulative percentage change, average percentage change or compounded percentage change), (iv) relate to or be compared to one or more other Performance Measures or (v) be any combination of the foregoing. Subject to Section XXIV.A, the Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to any Performance Measures.

B.                 Evaluation of Performance. The Performance Measures shall, to the extent possible, be determined in accordance with generally accepted accounting principles consistently applied on a business unit, divisional, subsidiary or consolidated basis or any combination thereof. The Committee may provide in any Award that any evaluation of performance may include or exclude the impact, if any, on reported financial results of any events that occur during a Performance Period, including, but not limited to: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) changes in tax laws, accounting principles or other laws or provisions, (iv) reorganization or restructuring programs, (v) acquisitions or divestitures, (vi) foreign exchange gains and losses and (vii) gains and losses that are treated as unusual or infrequently occurring items within the meaning of the accounting standards of the Financial Accounting Standard Board or such comparable successor term.

C.                 Adjustment of Awards. The Committee shall retain the discretion to adjust any Awards, either on a formula or discretionary basis or any combination, as the Committee determines, in its sole discretion.

The Committee shall specify at or after the time of grant of an Award the provisions governing the disposition of an Award in the event of a Participant’s Termination of Employment or Termination of Directorship. Subject to applicable laws, rules and regulations, in connection with a Participant’s termination, as well as Section XXIV.A, the Committee shall have the discretion to accelerate the vesting, exercisability or settlement of, eliminate the restrictions and conditions applicable to, or extend the post-termination exercise period of an outstanding Award. Such provisions shall be determined by the Committee in its sole discretion and may be specified in the applicable Award Agreement or determined at a subsequent time. The Committee’s decisions need not be uniform among all Award Agreements and Participants and may reflect distinctions based on the reasons for termination. In addition, the Committee shall determine, in its sole discretion, the circumstances constituting a termination as a Third-Party Service Provider and shall set forth those circumstances in each Award Agreement entered into with each Third-Party Service Provider.

A.                Awards to Non-Employee Directors. The Board or Committee shall determine and approve all Awards to Non-Employee Directors. The terms and conditions of any grant of any Award to a Non-Employee Director shall be set forth in an Award Agreement. The aggregate maximum Fair Market Value (determined as of the Grant Date) of the Shares with respect to Awards granted under this Plan in any calendar year to any Non-Employee Director when added to cash retainer fees, meeting fees and any other compensation earned in respect of services as a Non-Employee Director for such a year shall not exceed $1,000,000.

B.                 Awards in Lieu of Fees. The Board or Committee may permit a Non-Employee Director the opportunity to receive an Award in lieu of payment of all or a portion of future director fees (including but not limited to cash retainer fees and meeting fees) or other type of Awards pursuant to such terms and conditions as the Board or Committee may prescribe and set forth in an applicable sub-plan or Award Agreement.

A.                Change in Control. Subject to Section XXIV.A, if a Participant has in effect an employment, retention, change in control, severance or similar agreement with the Company or any Affiliate or is subject to a policy or plan that discusses the effect of a Change in Control on a Participant’s Awards, then such agreement, plan or policy shall control. In all other cases, unless provided otherwise in an Award Agreement or determined by the Committee prior to the date of the Change in Control, in the event of a Change in Control:

(i)                 If a Successor so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, each Award that is assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the Award been exercised, vested or earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Subject to Section XXIV.A, upon the termination of a Participant’s employment by a Successor in connection with or within twelve (12) months following the Change in Control for any reason other than an involuntary termination by a Successor for cause (as cause is defined in the applicable Award Agreement), all of the Participant’s Awards granted prior to the date of the Change in Control that are in effect as of the date of such termination shall be vested in full or deemed earned in full (assuming the target performance goals provided under such Award were met, if applicable) effective on the date of such termination.

(ii)              Subject to Section XXIV.A, to the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in clause (i), then, unless provided otherwise in an Award Agreement or determined by the Committee, immediately prior to the date of the Change in Control, all Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following:

a.                   For each Option or SAR, a cash payment equal to the excess of the Change in Control price of the Shares covered by the Option or SAR that is so cancelled over the purchase or grant price of such Shares under the Award;

b.                  For each Restricted Share and each Restricted Share Unit that has been earned but not yet paid, the Change in Control price per Share in cash or such other consideration as the Company or the shareholders of the Company receive in such Change in Control;

c.                   For each Performance Share and Performance Share Unit that has been earned but not yet paid, a cash payment equal to the value of the Performance Share or Performance Share Unit;

d.                  For each Performance Share and Performance Share Unit for which the performance period has not expired, a cash payment equal to the product of (x) and (y) where (x) is the Award the Participant would have earned based on target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the performance period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the performance period;

e.                   For each Other Share-Based Award or Cash-Based Award that is earned but not yet paid, including Deferred Share Units, a cash payment equal to the value of the Other Share-Based Awards or Cash-Based Awards; and

f.                    For each Other Share-Based Award or Cash-Based Award that is not yet earned, a cash payment equal to either the amount that would have been due under such Award(s) if any performance goals (as measured at the time of the Change in Control) were to be achieved at the target level through the end of the performance period or a cash payment based on the value of the Award as of the date of the Change in Control; and

g.                  For each Dividend Equivalent, a cash payment equal to the value of the Dividend Equivalent as of the date of the Change in Control.

If the value of an Award is based on the Fair Market Value of a Share, for purposes of this Article XVIII, Fair Market Value shall be deemed to mean the per share Change in Control price. The Committee shall determine the per share Change in Control price paid or deemed paid in the Change in Control transaction.

The Committee may provide Participants with the right to receive dividends or payments equivalent to dividends (“Dividend Equivalents”) or interest with respect to an outstanding Award, which payments can either be paid in cash or deemed to have been reinvested in Shares, or a combination thereof, as the Committee shall determine, in each case, subject to all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. Dividends or Dividend Equivalents with respect to Awards that vest based on the achievement of Performance Measures shall be accumulated until such Award is earned and vested, and the dividends or Dividend Equivalents shall not be paid if the Performance Measures and time-based vesting restrictions are not satisfied. Dividends or Dividend Equivalents with respect to Awards that are subject to time-based vesting restrictions shall be accumulated until such Awards vest in accordance with their terms, and the dividends or Dividend Equivalents shall not be paid if the time-based vesting restrictions are not satisfied. Notwithstanding the foregoing, no dividends or Dividend Equivalents shall be paid with respect to Options or SARs.

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator or legal representative.

A.                Employment. Nothing in this Plan or an Award Agreement shall (i) interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment with the Company or any Affiliate at any time or for any reason not prohibited by law or (ii) confer upon any Participant any right to continue his employment or service as a Director or Third-Party Service Provider for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Articles III and XXII, this Plan and the benefits hereunder may be amended or terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, any Affiliate, the Committee or the Board.

B.                 Participation. The participation of any Participant in the Plan is entirely voluntary and not obligatory. No individual shall have the right to be selected to receive an Award under this Plan, or having been so selected, to be selected to receive a future Award. The Committee may grant more than one Award to a Participant and may designate an individual as a Participant for overlapping periods of time.

C.                 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date on which the Participant becomes the record holder of the Shares.

A.                Amendment and Termination of this Plan and Awards. The Board may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that any amendment that would cause an Award held by a Participant that is subject to the Code to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio.

B.                 Shareholder Approval. Notwithstanding Section XVII.A, approval of the holders of the voting shares of the Company shall be required for any amendment, modification or change that:

(i)                 Increases the number of Shares reserved for issuance under the Plan, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of Shares);

(ii)              Increases or removes the limits on Shares issuable or issued to Insiders as set forth in Section IV.A;

(iii)            Reduces the Option Price of an Option or the Grant Price of a SAR (for this purpose, a cancellation or termination of an Award of a Participant prior to its expiry date for the purpose of reissuing an Award to the same Participant with a lower Option Price shall be treated as an amendment to reduce the Option Price of an Award), except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of Shares);

(iv)             Extends the term of an Award beyond the original expiry date, except where the expiry date is extended to the tenth business day following a period during which the Participant is prohibited from trading in the Shares by applicable laws, rules or regulations or the Company’s insider trading plan as in effect from time to time;

(v)               Permits Awards to be transferred to a person other than a Permitted Transferee or for normal estate settlement purposes; or

(vi)             Deletes or reduces the range of amendments that require approval from the holders of voting shares of the Company under this Section XXII.B.

C.                 Permitted Amendments. Without limiting the generality of Section XXII.A, but subject to Section XXII.B, the Board may, without shareholder approval, at any time or from time to time, amend the Plan or any Award granted pursuant to the Plan for the purposes of:

(i)                 Making any amendments to the general vesting provisions or restricted period of each Award;

(ii)              Making any amendments to provisions relating to the early termination of Awards on termination of employment, termination of directorship or termination as a Third-Party Service Provider;

(iii)            Making any amendments to add covenants of the Company for the protection of Participants, provided that the Board shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants;

(iv)             Making any amendments as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, have in mind the best interests of the Participants it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Board shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants; or

(v)               Making such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity, defect or inconsistent provision, or clerical omission, mistake or manifest error, provided that the Board shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

D.                Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Section XV.B, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section IV.D) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. By accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section XXII.D without further consideration or action.

E.                 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary, other than Sections XXII.D, XXII.F and XXIV.Q, no termination or amendment of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan without the written consent of the Participant holding such Award.

F.                  Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee shall have the broad authority to amend this Plan, an Award or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable in order to comply with, take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules, rulings and regulations promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section XXII.F to this Plan, an Award or an Award Agreement without further consideration or action.

A.                Tax Withholding. The granting, vesting or lapse of a restricted period, settlement or exercise of each Award under the Plan is subject to the condition that if at any time the Committee determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or lapse of the restricted period, settlement or exercise, such action is not effective unless such withholding has been effected to the satisfaction of the Committee. In such circumstances, the Committee may require that a Participant pay to the Company the minimum amount as the Company or an Affiliate is obliged to remit to the relevant taxing authority in respect of the granting, vesting or lapse of the restricted period, settlement or exercise of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Company or an Affiliate, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Company may (i) withhold such amount from any remuneration or other amount payable by the Company or any Affiliate to the Participant, (ii) require the sale of a number of Shares issued upon exercise, vesting or settlement of such Award and the remittance to the Company of the net proceeds from such sale sufficient to satisfy such amount or (iii) enter into any other suitable arrangements for the receipt of such amount.

B.                 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Shares, upon the settlement of Restricted Share Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder (collectively and individually referred to as a “Share Payment”), the Committee may permit or require a Participant to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares from a Share Payment (or repurchase Shares that were previously issued) having a Fair Market Value on the date the withholding is to be determined equal to the minimum statutory withholding requirement or such other rate as will not result in any adverse accounting consequences, as determined by the Company in its sole discretion.

A.                Minimum Vesting. Except for Deferred Share Units granted to Non-Employee Directors, all Awards shall be subject to a minimum time-based vesting restriction or Performance Period, as applicable, of not less than one year; provided, however, the requirements set forth in this sentence shall not apply to (i) acceleration in the event of a Termination of Employment or Termination of Directorship on or following a Change in Control, or due to Retirement, death or Disability, (ii) substitute Awards subject to time-based vesting restrictions no less than the restrictions of the Awards being replaced and (iii) Awards involving an aggregate number of Shares not in excess of 5% of the total Shares authorized for issuance under this Plan.

B.                 Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events as determined by the Committee in its sole discretion. The Committee may at any time waive the application of this Section XXIV.B to any Participant or category of Participants.

C.                 Legend. All certificates for Shares delivered under this Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any exchange upon which the Shares are then listed and any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

D.                Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section XXIV.D by and among the Company and its Affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Affiliates may transfer the Data among themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section XXIV.D in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section XXIV.D, the Company may cancel the Participant’s ability to participate in the Plan and, in the Committee’s discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

E.                 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

F.                  Severability. In the event that any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

G.                Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

H.                Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

(i)                 Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable prior to issuance or delivery; and

(ii)              Completion of any registration or other qualification of the Shares under any applicable national, state or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable prior to issuance or delivery.

I.                    Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

J.                   Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

K.                Leave of Absence. The Committee shall have discretion to determine whether and to what extent the vesting of Awards shall be tolled during any leave of absence that is approved by the Company (an “approved leave”); provided, however, that in the absence of such determination, Awards shall continue to vest during the first 12 weeks of approved leave and shall be tolled thereafter (unless otherwise required by the applicable law). Upon a Participant’s returning from such leave, he or she shall be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately before such leave.

L.                 Employees Based Outside of Canada and the United States. Notwithstanding any provision of this Plan to the contrary, subject to Section XXIV.A, in order to comply with the laws in other countries in which the Company or any Affiliates operate or have Employees, Directors or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:

(i)                 Determine which Affiliates shall be covered by this Plan;

(ii)              Determine which Employees, Directors or Third-Party Service Providers outside Canada and the United States are eligible to participate in this Plan;

(iii)            Modify the terms and conditions of any Award granted to Employees, Directors or Third-Party Service Providers outside Canada and the United States to comply with applicable foreign laws;

(iv)             Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section XXIV.L by the Committee shall be attached to this Plan document as appendices; and

(v)               Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

M.               Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be affected on a noncertificated basis to the extent not prohibited by applicable law or the rules of any stock exchange.

N.                Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any investments that the Company or any Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other individual. To the extent that any individual acquires a right to receive payments from the Company or any Affiliate under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or any Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, or any Affiliate, as the case may be, and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.

O.                No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and Awards will be rounded down to the nearest whole Share. The Committee shall determine whether cash, Awards or other property shall be issued or paid in lieu of fractional Shares, or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

P.                  Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

Q.                Deferrals.

(i)                 Notwithstanding any contrary provision in this Plan or an Award Agreement, if any provision of this Plan or an Award Agreement contravenes any regulations or guidance promulgated under Section 409A of the Code or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A of the Code, such provision of this Plan or Award Agreement may be modified by the Committee without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications, the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A of the Code. Moreover, any discretionary authority that the Committee may have pursuant to this Plan shall not be applicable to an Award that is subject to Section 409A of the Code to the extent such discretionary authority would contravene Section 409A of the Code or the guidance promulgated thereunder.

(ii)              If a Participant is a “specified employee” as defined under Section 409A of the Code and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Section 409A of the Code, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period).

(iii)            In accordance with the procedures authorized by, and subject to the approval of, the Committee, Participants may be given the opportunity to defer the payment or settlement of an Award to one or more dates selected by the Participant; provided, however, that the terms of any deferrals must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. No deferral opportunity shall exist with respect to an Award unless explicitly permitted by the Committee on or after the time of grant.

R.                 Treatment of Deferred Share Units in Special Circumstances. This Section XXIV.R shall only apply in respect of Deferred Share Units of a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws (a “U.S. Taxpayer”) if, at the time a payment in respect of the Deferred Share Units is required to be made under the Plan, the U.S. Taxpayer would be liable to tax in respect of such payment, if made as otherwise provided under the Tax Act and the regulations, including regulation section 6801(d), made thereunder, all as amended from time to time (“Canadian Tax Rules”).

(i)                 If a payment in respect of Deferred Share Units of a U.S. Taxpayer would be required to be made at any time but for this Section XXIV.R and such payment would, if made, comply with the Canadian Tax Rules but would otherwise violate the requirements of Section 409A of the Code, then, notwithstanding any other provision of the Plan, unless the Committee determines that payments in respect of the Deferred Share Units can be made in some other manner and at such other time in compliance with the Canadian Tax Rules and Section 409A of the Code, the U.S. Taxpayer shall immediately forfeit the Deferred Share Units (for the avoidance of doubt, without compensation therefor in any manner whatsoever).

(ii)              If a payment in respect of Deferred Share Units of a U.S. Taxpayer is otherwise required to be made at any time, but for this Section XXIV.R and such payment would, if made, comply with Section 409A of the Code but would violate the Canadian Tax Rules, then, notwithstanding any other provision of the Plan, unless the Committee determines that payment in respect of the Deferred Share Units can be made in some other manner and at such other time in compliance with Section 409A of the Code without violating the Canadian Tax Rules, such payment shall be made to a trustee to be held in trust for the benefit of the U.S. Taxpayer in a manner that causes the payment to be included in the U.S. Taxpayer’s income under the Code and does not violate the Canadian Tax Rules, and amounts shall thereafter be paid out of the trust for the benefit of the U.S. Taxpayer at such time and in such manner as complies with the requirements of the Canadian Tax Rules.

S.                  Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

T.                 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair or otherwise affect the Company’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets or (ii) limit the right or power of the Company or any Affiliate to take any action that such entity deems to be necessary or appropriate. The proceeds received by the Company from the sale of Shares pursuant to Awards will be used for general corporate purposes.

U.                Conflicts. In the event of any conflict or inconsistency between the Plan and any Award Agreement, this Plan shall govern, and the Award Agreement shall be interpreted to minimize or eliminate any such inconsistency. In the event of any conflict between or among the provisions of the Plan, an Award Agreement and any other agreement the Participant may have with the Company or any Affiliate, the provisions of the Plan shall govern.

V.                Recoupment. Notwithstanding anything in this Plan to the contrary, all Awards granted under this Plan and any payments made under this Plan shall be subject to claw-back or recoupment as permitted or mandated by applicable law, rules, regulations or Company policy as enacted, adopted or modified from time to time and as determined by the Committee as necessary or appropriate. For the avoidance of doubt, this provision shall apply to any gains realized upon exercise or settlement of an Award.

W.               Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the Company may (i) deliver by email or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all documents relating to this Plan or any Award thereunder (including without limitation, prospectuses and other securities requirements) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements) and (ii) permit Participants to electronically execute applicable Plan documents (including, but not limited to, Award Agreements) in a manner prescribed to the Committee.

X.                No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of this Plan to the contrary, the Company, Affiliates, the Board and the Committee neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under this Plan, including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties and interest under the Tax Laws.

Y.                No Other Benefit. No amount will be paid to, or in respect of a Participant holding an Award to compensate for a downward fluctuation in the market value of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Z.                 Indemnification. Subject to applicable laws, rules and regulations and the Company’s Certificate of Incorporation as it may be amended from time to time, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article III, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any good faith action taken or failure to act under this Plan and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf. Notwithstanding the foregoing, no individual shall be entitled to indemnification if such loss, cost, liability or expense is a result of his/her own willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or By-laws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

AA.           Successors. Subject to Article XVIII, all obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company (each, a “Successor”), whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

BB.            Currency. All dollar amounts referred to herein will be in lawful currency of the United States unless specifically stated otherwise. Where values or amounts are required to be compared or paid in a different currency, the Company will use a reasonable basis for assessing the exchange rate for such currency as of such date.

CC.            Governing Law. The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

Exhibit 99.2

TELUS INTERNATIONAL (CDA) INC.

2021 EMPLOYEE SHARE PURCHASE PLAN

I.                   PURPOSE OF THE PLAN

This 2021 Employee Share Purchase Plan is intended to promote the interests of TELUS International (Cda) Inc. by providing eligible employees with the opportunity to acquire a proprietary interest in the Company through accumulated Contributions. The Company intends for the Plan to have two (2) components: a component that is intended to qualify as an “employee share purchase plan” under Section 423 of the Code (the “423 Component”) and a component that is not intended to qualify as an “employee share purchase plan” under Section 423 of the Code (the “Non-423 Component”). The provisions of the 423 Component, accordingly, shall be construed to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of a right to purchase Shares under the Non-423 Component that does not qualify as an “employee share purchase plan” under Section 423 of the Code; a right granted under the Non-423 Component shall provide for substantially the same benefits as a right granted under the 423 Component, except that a Non-423 Component purchase right may include features necessary to comply with applicable non-U.S. laws pursuant to rules, procedures or sub-plans adopted by the Plan Administrator. Except as otherwise provided herein or by the Plan Administrator, the Non-423 Component shall operate and be administered in the same manner as the 423 Component. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix A.

II.                ADMINISTRATION OF THE PLAN

A.                The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have full discretionary authority to interpret and construe any provision of the Plan, to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to determine which entities shall be Designated Affiliates for the 423 Component and the Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan (including making factual determinations), and to establish procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt such procedures, sub-plans and appendices to the enrollment agreement as are necessary or appropriate to permit the participation in the Plan by individuals who are foreign nationals or employed outside the U.S., the terms of which sub-plans and appendices may take precedence over other provisions of this Plan, with the exception of Section III, but unless otherwise superseded by the terms of such sub-plan or appendix, the provisions of this Plan shall govern the operation of such sub-plan or appendix). Unless otherwise determined by the Plan Administrator, the Eligible Employees eligible to participate in each sub-plan shall participate in a separate Offering under the 423 Component, or if the terms would not qualify under the 423 Component, in the Non-423 Component, in either case unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Plan Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Cash Earnings, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and the handling of share certificates that vary with applicable local requirements.

The Plan Administrator is also authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of a purchase right granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction may be less favorable than the terms of purchase rights granted under the Plan or the same Offering to employees resident solely in the United States. Decisions of the Plan Administrator shall be final, binding and conclusive on all parties having an interest in the Plan. Subject to Applicable Law, the Plan Administrator may, in its discretion, from time to time, delegate all or any part of its responsibilities and powers under the Plan to any employee or group of employees of the Company or any Participating Company and revoke any such delegation. Notwithstanding the foregoing, the Board, in its absolute discretion, may at any time and from time to time exercise any and all rights, duties and responsibilities of the Plan Administrator under the Plan, including, but not limited to, establishing procedures to be followed by the Plan Administrator.

B.                 The Record Keeper shall operate and administer Participant accounts as directed by the Plan Administrator and the Participant in accordance with this Plan and Applicable Law. The Record Keeper shall keep or cause to be kept such records and open and maintain accounts in the names of the Participants as may be necessary or appropriate for the efficient and effective administration of the Plan.

III.             SHARES SUBJECT TO PLAN

A.                The Shares purchasable under the Plan shall be authorized, but unissued or reacquired Shares, including Shares purchased on the open market. The maximum number of Shares reserved for issuance over the term of the Plan shall not exceed 5,328,891 Shares, which limit was submitted to shareholders for approval and was approved by the shareholders on January 25, 2021.

B.                 In the event of any of the following transactions affecting the Shares: any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, or other similar change affecting the outstanding Shares, or a merger, consolidation, acquisition of property or shares, spin-off, other distribution of shares or property (including any extraordinary cash or stock dividend), or liquidation or other similar event affecting the Company or a subsidiary of the Company, then equitable adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one (1) Purchase Date, (iii) the maximum number and class of securities purchasable in total by all Participants on any one (1) Purchase Date, and (iv) the number and class of securities and the price per share in effect under each outstanding purchase right. The adjustments shall be made in such manner as the Plan Administrator deems appropriate in order to prevent the dilution or enlargement of benefits under the outstanding purchase rights, and such adjustments shall be final, binding and conclusive on the holders of those rights.

IV.             OFFERING PERIODS

A.                Shares shall be offered for purchase under the Plan through a series of concurrent offering periods until such time as (i) the maximum number of Shares available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.

B.                 Each offering period shall be of such duration (not to exceed twenty-four (24) months) as determined by the Plan Administrator prior to the start date of such offering period. Unless otherwise determined by the Plan Administrator, offering periods shall commence at semiannual intervals on the first Trading Day of January and July each year over the term of the Plan, and accordingly, two (2) separate offering periods shall commence in each calendar year the Plan remains in existence. Unless otherwise determined by the Plan Administrator prior to the start of such offering period, each offering period shall have a maximum duration of six (6) months and a minimum duration of up to three (3) months.

C.                 Each offering period shall consist of a series of one (1) or more successive Purchase Intervals. Unless otherwise determined by the Plan Administrator, Purchase Intervals shall run from the first Trading Day in January to the last Trading Day in June each year and from the first Trading Day in July each year to the last Trading Day in December in the following year. Each offering period will consist of one (1) Purchase Interval, unless the duration of that offering period exceeds six (6) months.

V.                ELIGIBILITY; ENROLLMENT

A.                Each individual who is an Eligible Employee on the start date of any offering period under the Plan may enter that offering period on such start date. However, an Eligible Employee may participate in only one (1) offering period at a time.

B.                 An Eligible Employee must, in order to participate in the Plan for a particular offering period, enroll with the Record Keeper online in the manner and through the website designated by the Company, elect to have Contributions made on each pay day during the offering period (in the form of payroll deductions or otherwise, to the extent permitted by the Plan Administrator and Applicable Law) and file with the Plan Administrator (or its designate) or the Record Keeper any forms prescribed by it, on or before the start date of that offering period.

C.                 With respect to each succeeding offering period, a Participant shall be deemed to have (i) elected to participate in such immediately succeeding offering period and (ii) authorized the same form of Contributions for such immediately succeeding offering period as was in effect for the Participant immediately prior to the commencement of such succeeding offering period, unless (1) such Participant elects otherwise prior to the start date of such succeeding offering period in accordance with Section VI.A, (2) such Participant withdraws from the Plan prior to the commencement of such succeeding offering period in accordance with Section VII.H or (3) on the start date of such succeeding offering period, such Participant is no longer an Eligible Employee.

D.                Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering if the Plan Administrator has determined that participation of such Eligible Employee is not advisable or practicable.

VI.             CONTRIBUTIONS

A.                The Contributions authorized by the Participant for purposes of acquiring Shares during an offering period may be any multiple of one percent (1%) of the Cash Earnings paid to the Participant during each Purchase Interval within that offering period, up to a maximum of fifteen percent (15%). The rate of Contribution so authorized shall continue in effect throughout the offering period, except to the extent such rate is changed in accordance with the following guidelines:

(i)                 Using the online authorization process with the Record Keeper designated for this purpose by the Company in accordance with Section V.B, the Participant may, at any time during the offering period, reduce his or her rate of Contribution to become effective on the later of (a) the day that is three (3) months after the date such online authorization was given and (b) the start date of the first Purchase Interval following the date such online authorization was given. The Participant may not, however, effect more than one (1) such reduction per Purchase Interval.

(ii)              Using the online authorization process with the Record Keeper designated for this purpose by the Company in accordance with Section V.B, the Participant may, prior to the commencement of any new Purchase Interval within the offering period, increase the rate of his or her Contribution. The new rate (which may not exceed the fifteen percent (15%) maximum) shall become effective on the later of (a) the day that is three (3) months after the date such online authorization was given and (b) the start date of the first Purchase Interval following the date such online authorization was given.

(iii)            If a Participant gives an online authorization to the Record Keeper to cease Contributions or apply a zero percent (0%) rate of Contribution, the Participant will be administratively withdrawn from the Plan prior to the commencement of the next offering period.

B.                 Contributions shall be made from Cash Earnings on an after-tax basis, and the amount an employee contributes to the Plan through payroll deductions remains subject to (i) any income or employment tax withholdings, (ii) any contributions made by the Participant to any Section 401(k) of the Code salary deferral plan or any Section 125 of the Code cafeteria benefit program now or hereafter established by the Company or any Corporate Affiliate, and (iii) any other withholdings for CPP/QPP, employment insurance or social security applicable to the Participant.

C.                 Contributions shall begin on the first pay day administratively practicable following the start date of the offering period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. The amounts so collected shall be credited to the Participant’s account under the Plan, as maintained by the Record Keeper, but no interest shall be paid on the balance, from time to time, outstanding in such account.

D.                Notwithstanding any other provisions in the Plan, the Plan Administrator, in its sole discretion, may permit Eligible Employees in a specified Offering to participate in the Plan via cash, check or other means instead of payroll deductions if (i) payroll deductions are not permitted under Applicable Law; (ii) the Plan Administrator determines that cash contributions are permissible for Participants participating in the 423 Component; or (iii) the Participants are participating in the Non-423 Component.

E.                 All Contributions received or held by the Company under the Plan may be used for any corporate purpose and commingled with the general assets of the Company, and all Contributions collected from the Participants shall not be required to be held in any segregated account or trust fund, except under Offerings in which Applicable Law requires that Contributions by Participants to the Plan be segregated from the Company’s general corporate funds or deposited with an independent third party for Participants in non-U.S. jurisdictions.

F.                  Contributions shall automatically cease upon the termination of the Participant’s purchase right in accordance with the provisions of the Plan.

G.                The Participant’s acquisition of Shares under the Plan on any Purchase Date shall neither limit nor require the Participant’s acquisition of Shares on any subsequent Purchase Date, whether within the same or a different offering period.

VII.          PURCHASE RIGHTS

A.                A Participant shall be granted a separate purchase right for each offering period in which he or she is enrolled. On the Grant Date, the Participant shall be granted the right to purchase Shares, at the end of each Purchase Interval within that offering period, upon the terms set forth below.

Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Section 424(d) of the Code) or hold outstanding options or other rights to purchase shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or any Corporate Affiliate.

B.                 Each purchase right shall be automatically exercised on each successive Purchase Date within the offering period, and Shares shall accordingly be purchased on behalf of each Participant on each such Purchase Date. The purchase shall be effected by applying the Participant’s Contributions for the Purchase Interval ending on such Purchase Date to the purchase of whole Shares at the purchase price in effect for the Participant for that Purchase Date.

C.                 At the time a Participant’s purchase right is granted or exercised, in whole or in part, or at the time a Participant disposes of some or all of the Shares he or she purchases under the Plan, the Participant shall make adequate provision for the federal, state, local and non-United States tax withholding obligations, if any, of the Company and/or any other applicable Participating Company that arise upon grant or exercise of such purchase right or upon such disposition of Shares, respectively. The Company and/or applicable Participating Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary to meet such withholding obligations, unless expressly stipulated otherwise by Applicable Law.

D.                The purchase price per share at which Shares will be purchased on the Participant’s behalf on each Purchase Date within a particular offering period in which he or she is enrolled shall be equal to the Applicable Percentage of the Fair Market Value per Share. The “Applicable Percentage” with respect to each Purchase Interval shall be eighty-five percent (85%) unless and until such Applicable Percentage is changed by the Plan Administrator, in its discretion, provided that any such change in the Applicable Percentage with respect to a given Purchase Interval must be established prior to the commencement of the enrollment process for such Purchase Interval.

E.                 The number of Shares purchasable by a Participant on each Purchase Date during the particular offering period in which he or she is enrolled shall be the number of Shares obtained by dividing the amount collected from the Participant through payroll deductions during the Purchase Interval ending with that Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum number of Shares purchasable per Participant on any one (1) Purchase Date shall not exceed three thousand (3,000) Shares, subject to periodic adjustments in the event of certain changes in the Company’s capitalization. However, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering period under the Plan, to increase or decrease the limitations to be in effect for the number of Shares purchasable per Participant on each Purchase Date that occurs during that offering period.

F.                  Any payroll deductions not applied to the purchase of Shares on any Purchase Date because they exceed the accrual limitations in Section VIII that precludes a Participant from purchasing additional Shares on any Purchase Date shall be refunded as soon as administratively possible. Additionally, any payroll deductions not applied to the purchase of Shares by reason of the limitation on the maximum number of Shares purchasable per Participant or in total by all Participants on the Purchase Date or any other reason shall be held by the Record Keeper and applied to the next offering or, if requested by the Participant, refunded as soon as administratively possible.

G.                Unless otherwise provided by the Participant, Shares purchased on any Purchase Date shall be held in a custodial account in the Participant’s name by the Record Keeper. A Participant may withdraw all or part of the value of his or her Shares, in cash or in Shares as elected by the Participant, provided, however, that if the Participant (i) makes more than two (2) withdrawals in year, or (ii) makes any withdrawal within the first twelve (12) calendar months of his or her enrollment date, the Participant’s payroll deductions shall be cancelled promptly and such Participant’s participation in the Plan shall be suspended and such Participant shall not be eligible to resume payroll deductions for a period of six (6) months from the date of suspension. Within seven (7) Business Days after receiving a Participant’s withdrawal election, the Record Keeper shall carry out the instructions contained therein. Payment for fractional Shares shall be made at the average price for the applicable Shares on the applicable stock exchange on the applicable Purchase Date.

H.                The following provisions shall govern the Participant’s withdrawal from an offering period:

(i)                 Using the online authorization process with the Record Keeper designated for this purpose by the Company in accordance with Section V.B, a Participant may withdraw from the offering period in which he or she is enrolled at any time prior to ninety (90) days before the next scheduled Purchase Date, and no further payroll deductions shall be collected from the Participant with respect to that offering period. Any payroll deductions collected during the Purchase Interval in which such withdrawal occurs shall be held for the purchase of Shares on the next Purchase Date, unless the Participant elects at the time of such withdrawal, in accordance with any policies established by the Plan Administrator, to have such payroll deductions refunded as soon as administratively possible.

(ii)              The Participant’s withdrawal from a particular offering period shall be irrevocable, and the Participant may not subsequently rejoin that offering period at a later date. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (in accordance with Section V.B) on or before the start date of that offering period.

I.                    The following provisions shall govern the termination of outstanding purchase rights:

(i)                 Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall terminate with effect after the final payroll following termination is processed.

(ii)              However, should the Participant cease to remain in active service by reason of an approved leave of absence, then the Participant shall have the right, exercisable up until ninety (90) days before the next Purchase Date, to withdraw all the payroll deductions collected to date on his or her behalf for that Purchase Interval. Should the Participant not exercise this right, such funds shall be held for the purchase of Shares on his or her behalf on the next scheduled Purchase Date. Payroll deductions under the Plan shall continue with respect to any Cash Earnings received by a Participant while he or she is on an approved leave of absence, unless the Participant elects to withdraw from the offering period in accordance with Section VII.H above. Upon the Participant’s return to active service (x) within three (3) months following the commencement of such leave or (y) prior to the expiration of any longer period for which such Participant has reemployment rights with the Company provided by statute or contract, his or her payroll deductions under the Plan shall automatically resume at the rate in effect at the time the leave began, unless the Participant withdraws from the Plan prior to his or her return. Notwithstanding the foregoing provisions of this Section VII.I(ii), if such period of a Participant’s leave of absence exceeds the applicable time period described in clauses (x) and (y) of the preceding sentence, then the Plan Administrator may at any time prior to the next Purchase Date cause such Participant’s outstanding purchase rights to terminate and all of the Participant’s payroll deductions for the Purchase Interval in which such purchase rights so terminate to be immediately refunded. An individual who returns to active employment following a leave of absence that exceeds the duration of the applicable (x) or (y) time period will be treated as a new Eligible Employee for purposes of subsequent participation in the Plan and must accordingly reenroll in the Plan (in accordance with Section V.B) on or before the start date of any subsequent offering period in which he or she wishes to participate.

(iii)            If a Participant transfers employment from the Company or any Designated Affiliate participating in the 423 Component to a Designated Affiliate participating in the Non-423 Component, he or she shall immediately cease to participate in the 423 Component, and any Contributions made for the offering period in which such transfer occurs shall be transferred to the Non-423 Component, and such Participant shall immediately join the then-current Offering under the Non-423 Component upon the same terms and conditions in effect for his or her participation in the Plan, except for such modifications as may be required by Applicable Law or otherwise applicable for Participants of such Designated Affiliates. A Participant who transfers employment from a Designated Affiliate participating in the Non-423 Component to the Company or any Designated Affiliate participating in the 423 Component shall remain a Participant in the Non-423 Component until the earlier of (1) the end of the current offering period under the Non-423 Component, or (2) the first Trading Day of the first offering period in which he or she participates following such transfer. Notwithstanding the foregoing, the Plan Administrator may establish different rules to govern transfers of employment between Designated Affiliates participating in the 423 Component and the Non-423 Component, consistent with the applicable requirements of Section 423 of the Code.

J.                   The Plan Administrator shall have discretion to determine whether and to what extent participation in the Plan shall be suspended during any leave of absence that is approved by the Company (an “approved leave”).

K.                Each outstanding purchase right shall automatically be exercised, immediately prior to the effective date of any Change in Control, by applying the payroll deductions of each Participant for the Purchase Interval in which such Change in Control occurs to the purchase of whole Shares at a purchase price per share equal to the Applicable Percentage of the Fair Market Value per Share immediately prior to the effective date of such Change in Control.

However, the applicable limitation on the number of Shares purchasable per Participant shall continue to apply to any such purchase.

The Company shall use its best efforts to provide at least ten (10) days’ prior written notice of the occurrence of any Change in Control, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change in Control.

Notwithstanding the foregoing provisions of this Section VII.K to the contrary, the Plan Administrator may in its discretion determine that any outstanding purchase rights shall be terminated prior to the effective date of a Change in Control, in which case all payroll deductions for the Purchase Interval in which such purchase rights are terminated shall be promptly refunded.

L.                 Should the total number of Shares to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of Shares then available for issuance under the Plan, the Plan Administrator shall make a pro rata allocation of the Shares available or purchasable on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the Shares prorated to such individual, shall be refunded.

M.               The purchase right shall be exercisable only by the Participant and shall not be assignable or transferable by the Participant.

N.                A Participant shall have no shareholder rights with respect to the Shares subject to his or her outstanding purchase right until the Shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased Shares.

O.                Dividends on Shares held in the Plan shall be allocated by the Record Keeper to the appropriate Participant account based on the Shares in such account and used to purchase Shares on the following applicable Purchase Date, subject to the other terms as described herein.

VIII.       ACCRUAL LIMITATIONS

A.                No Participant shall be entitled to accrue rights to acquire Shares pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Shares accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee share purchase plans (within the meaning of Section 423 of the Code) of the Company or any Corporate Affiliate, would otherwise permit such Participant to purchase more than twenty-five thousand dollars’ ($25,000.00) worth of Shares of the Company or any Corporate Affiliate (determined on the basis of the Fair Market Value per Share on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding.

B.                 For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be in effect:

(i)                 The right to acquire Shares under each outstanding purchase right shall accrue in one (1) or more installments on each successive Purchase Date during the offering period in which such right remains outstanding.

(ii)              No right to acquire Shares under any outstanding purchase right shall accrue to the extent the Participant has already accrued, in the same calendar year, the right to acquire Shares under one (1) or more other purchase rights at a rate equal to twenty-five thousand dollars’ ($25,000.00) worth of Shares (determined on the basis of the Fair Market Value per Share on an applicable Grant Date) for each calendar year such rights were at any time outstanding.

C.                 If, by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Interval, then the payroll deductions that the Participant made during that Purchase Interval with respect to such purchase right shall be refunded as soon as administratively practicable.

D.                In the event there is any conflict between the provisions of this Section VIII and one (1) or more provisions of the Plan, or any instrument issued thereunder, the provisions of this Section VIII shall be controlling.

IX.             EFFECTIVE TIME AND TERM OF THE PLAN

A.                The Plan was adopted by the Board on January 18, 2021, and approved by shareholders on January 25, 2021, to become effective on the effective date of the Company’s initial public offering (the “Effective Time”), which approval occurred within the period ending twelve (12) months after the date the Plan was adopted by the Board.

B.                 Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) ten (10) years from the Effective Time, (ii) the date on which all Shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan, and (iii) the date on which all purchase rights are exercised in connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination.

X.                AMENDMENT AND TERMINATION OF THE PLAN

A.                The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval.

B.                 Notwithstanding Section X.A, approval of the holders of the voting shares of the Company shall be required for any amendment, modification or change to:

(i)                 increase the number of Shares reserved for issuance under the Plan, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Shares;

(ii)              alter the purchase price formula so as to reduce the purchase price payable for the Shares purchasable under the Plan;

(iii)            modify the eligibility requirements for participation in the Plan; or

(iv)             delete or reduce the range of amendments which require approval of the holders of voting shares of the Company under this Section X.B.

C.                 The Board may, at any time terminate an offering period then in progress and provide that Participants’ then outstanding payroll deductions shall be promptly refunded.

XI.             GENERAL PROVISIONS

A.                All costs and expenses incurred in the administration of the Plan shall be paid by the Company; however, each Plan Participant shall bear all costs and expenses incurred by such individual in the sale or other disposition of any Shares purchased under the Plan.

B.                 Nothing in this Plan shall (i) interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment with the Company or any Subsidiary at any time or for any reason not prohibited by law or (ii) confer upon any Participant any right to continue in the employ of the Company or any Corporate Affiliate for any specified period of time. No benefits arising under this Plan shall constitute an employment contract with the Company or any Subsidiary, and accordingly, this Plan and the benefits hereunder may be amended or terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, any Subsidiary, the Plan Administrator or the Board. The participation of any Participant in the Plan is entirely voluntary and not obligatory. No individual shall have the right to participate or to continue to participate in this Plan. Nothing in the Plan shall interfere with or otherwise restrict in any way the rights of the Company (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s employment at any time for any reason, with or without cause, to the fullest extent permitted under Applicable Law.

C.                 No payment pursuant to the Plan may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Corporate Affiliate’s plans (both qualified and nonqualified) or welfare benefit plans, unless such other plan or Applicable Law expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

D.                The Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Corporate Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Corporate Affiliate pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company or any Corporate Affiliate.

E.                 All certificates for Shares delivered under this Plan (if any) shall be subject to such stock-transfer orders and other restrictions as the Plan Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any exchange upon which the Shares are then listed and any applicable securities law, and the Plan Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

F.                  As a condition to participation in the Plan, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section XI.F by and among the Company and its Subsidiaries exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); and any Shares held in the Company or its Subsidiaries to implement, manage and administer the Plan (the “Data”).

The Company and its Subsidiaries may transfer the Data among themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By participating in the Plan, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a Record Keeper, a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section XI.F in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section XI.F, the Company may cancel Participant’s ability to participate in the Plan and, in the Plan Administrator’s discretion, the Participant may forfeit any outstanding awards. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

G.                Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

H.                In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

I.                    Participation in the Plan and the issuance of Shares under this Plan shall be subject to all Applicable Law, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

J.                   Nothing in this Plan shall be construed to: (i) limit, impair or otherwise affect the Company’s or an Subsidiary’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) limit the right or power of the Company or any Subsidiary to take any action that such entity deems to be necessary or appropriate. The proceeds received by the Company from the sale of Shares pursuant to the Plan will be used for general corporate purposes.

K.                In the event of any conflict or inconsistency between the Plan and any agreement the Participant may have with the Company or any Subsidiary, the provisions of the Plan shall govern.

L.                 To the extent permitted by Applicable Law, the Company may (i) deliver by email or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all documents relating to this Plan (including without limitation, prospectuses and other securities requirements) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements) and (ii) permit Participants to electronically execute applicable Plan documents in a manner prescribed by the Plan Administrator.

M.               Notwithstanding any provision of this Plan to the contrary, the Company, its Subsidiaries, the Board and the Plan Administrator neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of participation in this Plan, including, but not limited to, when and to what extent such participation may be subject to tax, penalties and interest under the Tax Laws.

N.                No amount will be paid to, or in respect of, a Participant for a downward fluctuation in the market value of a Share during any offering period, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

O.                Subject to Applicable Law, rules and regulations and the Company’s Certificate of Incorporation as it may be amended from time to time, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any good faith action taken or failure to act under this Plan, (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. Notwithstanding the foregoing, no individual shall be entitled to indemnification if such loss, cost, liability or expense is a result of his or her own willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or By-laws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

P.                  All obligations of the Company under this Plan shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of the Company.

Q.                Currency. All dollar amounts referred to herein will be in lawful currency of the United States unless specifically stated otherwise. Where values or amounts are required to be compared or paid in a different currency, the Company will use a reasonable basis for assessing the exchange rate for such currency as of such date.

R.                 The provisions of the Plan shall be governed by the laws of the Province of British Columbia.

S.                  The Plan is intended to be exempt from the application of Section 409A, and to the extent not exempt, is intended to comply with Section 409A, and any ambiguities herein will be interpreted so as to be exempt from, or comply with, Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Plan Administrator determines that a purchase right granted under the Plan may be subject to Section 409A, or that any provision in the Plan would cause a purchase right under the Plan to be subject to Section 409A, the Plan Administrator may amend the terms of the Plan or of an outstanding purchase right granted under the Plan, or take such other action the Plan Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding purchase right or future purchase right that may be granted under the Plan from being subject to Section 409A, or to allow any such purchase right to comply with Section 409A, but only to the extent any such amendment or action by the Plan Administrator would not violate Section 409A. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the right to purchase Shares under the Plan that is intended to be exempt from or compliant with Section 409A is not so exempt or compliant or for any action taken by the Plan Administrator with respect thereto. The Company makes no representation that the right to purchase Shares under the Plan is compliant with Section 409A.

Schedule A

Companies Participating in
2021 Employee Share Purchase Plan
As of the Effective Time

[Intentionally Omitted]

APPENDIX A

The following definitions shall be in effect under the Plan:

Such Cash Earnings shall be calculated before deduction of (i) any income or employment tax withholdings, (ii) any contributions made by the Participant to any Section 401(k) of the Code salary deferral plan or any Section 125 of the Code cafeteria benefit program now or hereafter established by the Company or any Corporate Affiliate, and (iii) any other withholdings for CPP/QPP, employment insurance or social security applicable to the Participant. However, Cash Earnings shall not include any non-cash items, severance or notice pay, income attributable to stock options or other share-based compensation or long-term incentive awards or contributions made by the Company or any Corporate Affiliate on the Participant’s behalf to any employee benefit or welfare plan now or hereafter established (other than Section 401(k) or Section 125 of the Code contributions deducted from such Cash Earnings).

APPENDIX B

TELUS International Inc.
2021 Employee Share Purchase Plan

Country-Specific Provisions for Non-U.S. Participants

The following country-specific notices, disclaimers and terms and conditions apply to Plan Participants in the countries listed below and may be material to the Participant’s participation in the Plan. Such information may apply if the Participant resides or works in or moves to, or otherwise becomes subject to the laws or Company policies of, a particular country while participating in the Plan, and the Company, in its discretion, will determine the extent to which the terms and conditions herein will be applicable to Participants. The Participant is solely responsible for any obligations outlined below. This Appendix B also includes information regarding securities laws, exchange controls and certain other issues of which Participants should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2021. As local laws are often complex and change frequently and the information provided here is general in nature and may not apply to the Participant’s specific situation, the Company cannot assure the Participant of any particular result, and the Participant should seek his or her own professional legal and tax advice. Capitalized terms used, but not otherwise defined herein shall have the meaning given to such terms in Appendix A.

AUSTRIA

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129.

Tax Information. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Austria.

BOSNIA AND HERZEGOVINA

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. The Participant, as a condition to participation in the Plan, will be required to execute a consent regarding data transfer. The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Participating Company, the Plan Administrator or Record Keeper to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in their employee file. The Company’s policy is available here: https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice.

Foreign Asset/Account Reporting Information. Participants who hold and maintain a foreign bank account are required to obtain prior approval for such account from the competent ministry of finance. All funds held at such account must be transferred to Bosnia and Herzegovina within thirty (30) days of expiry of the circumstances for which the approval was granted, after which the account must be closed and the competent ministry of finance notified.

Tax Information. The difference between the discounted price of the Shares and the FMV could be considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Bosnia and Herzegovina.

BULGARIA

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Foreign Asset/Account Reporting Information. Participants who hold shares outside Bulgaria or maintain a foreign bank account (interest bearing bank accounts) are required to report such to the Bulgarian tax authorities when filing their annual tax return. Participants may be obliged to report, on an annual basis by March 31^st and using statistics forms, to the Bulgarian National Bank their accounts-receivables or claims (including from foreign bank accounts), direct investments in securities abroad and liabilities to foreign persons if the sum total of such accounts-receivables or claims and investments or liabilities exceeds BGN 50,000 or their equivalent in a foreign currency as of December 31^st of the previous calendar year. Failure to comply could trigger significant penalties.

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Bulgaria.

EL SALVADOR

Securities Law. No “offer of securities to the public,” as defined under El Salvador law, has taken place or will take place in the El Salvador territory. The Plan has not been nor will be registered with the Salvadoran securities regulator and does not constitute a public offering prospectus.

Tax Information. Dividends and/or capital gains that the Participant receives from the Shares are subject to personal income tax. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in El Salvador.

FRANCE

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Foreign Asset/Account Reporting Information. Participants who hold shares outside France or maintain a foreign bank account are required to report such to the French tax authorities when filing their annual tax return. Failure to comply could trigger significant penalties.

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase shares under the Plan, which were provided in the English language. The Participant accepts the terms of those documents accordingly. In particular, The Participant confirms that he or she understands that the contributions will be deducted directly from his or her salary after deduction of the national social security contributions and taxes due according to the applicable regulations, which the Participant accepts without any reservation.

Accord sur la langue. En souscrivant au Plan d’Achat d’Actions, je confirme avoir lu et compris les documents en lien avec l’octroi du droit d’acquérir des actions en vertu du Plan d’Achat d’Actions, lesquels m’ont été communiqués en langue anglaise. J’accepte les termes de ces documents en connaissance de cause. En particulier, je confirme avoir bien compris que les contributions seront déduites directement de mon salaire, après déduction des cotisations sociales et de l’impôt dus selon la règlementation applicable, ce que j’accepte sans la moindre réserve.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in France.

GERMANY

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Exchange Control Information. German residents must electronically report cross-border payments in excess of €12,500 to the German Federal Bank (Bundesbank) on a monthly basis. In case of payments in connection with securities (including proceeds realized upon the sale of shares or the receipt of any dividends), the report must be made by the fifth day of the month following the month in which the payment was received. The form of report (“Allgemeines Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de). Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Germany.

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase shares under the Plan, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Zustimmung in Bezug auf die verwendete Sprache. Durch meine Anmeldung zum Plan bestätige ich, dass ich die in englischer Sprache zur Verfügung gestellten Dokumente im Hinblick auf die Gewährung von Optionen zum Aktienerwerb im Rahmen des Plan gelesen und verstanden habe. Ich akzeptiere den Inhalt dieser Dokumente.

GUATEMALA

Authorization for Payroll Deductions. The Participant understands that, prior to any enrollment in the Plan, a form authorizing payroll deductions must be executed by printing it, fulfilling it in handwriting, signing it and sending a scanned copy to the Company at the following email address: Stella.Hoy@TELUS.com. Without said form, the Participant understands that enrollment cannot be completed, and that any change in the Program or the rates will require a newly executed form prior to continuation of the Participant in the Program.

Data Privacy. By acknowledging participation in the offerings, Participants agree that some of their personally identifiable information must be provided to certain employees of the Company, its Affiliates or Subsidiaries, Participating Employers, or to the Plan Administrator and Record Keeper. Participants hereby authorize the Company, its Affiliates or Subsidiaries, Participating Employers, the Plan Administrator and Record Keeper to disclose and discuss their personal information, the offerings and related matters with their advisors and to record all relevant information and maintain such information. Participants understand that their personal information may be transferred, processed and stored outside of Guatemala in a country that may not have the same data protection laws as Guatemala for the purposes mentioned in the offerings. The Company’s policy is available here: https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice.

Securities Law. As the offering may be considered a public offering, and subject to local registration, if presented to more than thirty-five (35) people within the Republic of Guatemala, should registration be required under Guatemala’s Ley del Mercado de Valores y Mercancías, the registration number would be provided to the Participant.

Tax Information. The difference between the discounted price of the Shares and the FMV may be considered an employment-related benefit and in such case may be subject to personal income tax and social security contributions. Nevertheless, future market appreciation or benefits from the Shares will be considered as separate from any employee benefit. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Guatemala.

INDIA

Data Privacy. By acknowledging participation in the offerings, Participants agree that some of their personally identifiable information must be provided to certain employees of the Company, its Affiliates or Subsidiaries, Participating Employers, or to the Plan Administrator and Record Keeper. Participants hereby authorize the Company, its Affiliates or Subsidiaries, Participating Employers, the Plan Administrator and Record Keeper to process and otherwise disclose and discuss any personal information, the offerings and related matters with their advisors and to record all relevant information and maintain such information for the purpose of the carrying out the offerings. Participants understand that their personal information may be transferred, processed and stored outside of India in a country that may not have the same data protection laws as India for the purposes mentioned in the offerings, though the Company will make reasonable efforts to ensure that such personal information is protected by at least the same level of data protection as required in India. The Company’s policy is available here: https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice.

Exchange Control Information. Participants understand that it is their responsibility to comply with the extant foreign exchange control laws and regulations during each offering period. Participants further understand that their purchase remittance of Shares under the Plan would be considered under the prevailing liberalized remittance scheme of the Foreign Exchange Management Act, 1999, whereunder an Indian resident can buy securities of a foreign company for an amount not exceeding USD $250,000 in a financial year (i.e., April 1^st of one calendar year to March 31^st of the next calendar year). Participants recognize that this limit is the aggregate amount that they can remit in a financial year and will include their remittances towards all permissible current and capital account transactions. Participants understand that they must transfer funds into or out of India through a bank account held by them with a bank in India. Participants understand that they can sell the shares received provided the proceeds thereof are repatriated to India immediately on receipt thereof and in any case not later than ninety (90) days from the date of sale.

Foreign Asset/Account Reporting Information. Participants understand that as Indian tax residents holding foreign securities (including shares of Common Stock acquired under the Offerings), they must report details of the foreign assets held in Schedule FA of the ITR, and the income earned therefrom along with nature and head of income under which such income has been offered to tax. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in India.

Securities Law. The Participant understands that the options under the Plan do not trigger any prospectus, disclosure, or financial requirements under Indian company or securities laws. The offering of the Plan in India is exempt from the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Tax Information. The Participant understands that the offerings will be subject to tax upon purchase. However, the FMV of the Shares, at the time of purchase, must be ascertained in accordance with the FMV as determined by a licensed Indian Merchant Banker. As an Indian tax resident, the Participant will be subject to taxation in India on their global income, subject to benefits available, if any, under the avoidance of double taxation treaty between India and the U.S. Thus, in case of earned foreign-sourced income, namely, investment income, i.e., dividend and capital gains, the Participant must include such income in their total taxable income and disclose it in the prescribed schedule of the income-tax return (ITR). The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in India.

IRELAND

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and will be subject to personal income tax, USC and PRSI (social security) contributions that are deductible through payroll. The Participant should, if filing a return of income or gains for any year in which they are participating in the Plan, disclose the benefit arising and relevant details of the acquisition and, if applicable, the sale of the shares in the return. The Participating Company will be required to report details of benefits to Participants annually under the Plan. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Ireland.

LATVIA

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase shares under the Plan, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Latvia.

PHILIPPINES

Acknowledgement. In enrolling in the Plan, the Participant acknowledges that he or she has received a copy of the Plan and has reviewed the Plan, including this Appendix B, in its entirety and fully understands and accepts all provisions of the Plan, including this Appendix B.

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. The Participant, as a condition to participation in the Plan, will be required to execute a consent regarding personal data collection, use, transfer, and processing. The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information, including his or her personal data, from all personnel and service providers, professional or non-professional, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Participating company, the Plan Administrator and/or Record Keeper to disclose and discuss the Plan with their advisors and to record all relevant information, including the Participant’s personal data, and keep such information in their employee file. The Company’s policy is available here: https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice.

Securities Law. The implementation of the Plan and the participation in an Offering in the Philippines is subject to the prior grant by the Philippine Securities and Exchange Commission of an exemption from the requirement of securities registration under the Philippine Securities Regulations Code for the issuance of the Shares/right to purchase Shares to Eligible Employees of Subsidiaries/Subsidiary of the Company in the Philippines, and to such exemption remaining valid during the particular Offering.

Tax Information. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in the Philippines.

POLAND

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. Besides this, the Participant must send the original document of the signed consent for payroll deduction to the following address: TELUS Garden Offices, 510 W Georgia Street, Vancouver BC V6B 0M3, Canada. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form. Likewise, the Participant must send the original document of the signed new consent for payroll deduction.

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Exchange Control Information. Polish residents holding foreign securities (including shares) and maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000. If required, the reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. In addition, transfers of funds in excess of €15,000 into and out of Poland must be made via a bank account held at a bank in Poland. Polish residents are required to store all documents related to any foreign exchange transactions for a period of five (5) years.

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase Shares under the Plan, which were provided in the English and Polish languages. The Participant accepts the terms of those documents accordingly.

Umowa co do języka. Zapisując się do Planu, Uczestnik potwierdza przeczytanie i zrozumienie dokumentów dotyczących przyznania opcji nabycia Akcji w ramach Planu, które zostały mu dostarczone w angielskiej i polskiej wersji językowej. Uczestnik odpowiednio akceptuje warunki tych dokumentów.

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129. The expiry date of this document pertaining to the Participants in Poland shall be, at maximum, twelve (12) months from the date of its disclosure. However, the term of the Plan shall be renewed (extended) by the Plan Administrator for further successive periods, each of them not exceeding twelve (12) months.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and will be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Poland.

ROMANIA

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129.

Tax Information. The difference between the discounted price of the Shares and the FMV could be considered an employment-related benefit and would be subject to personal income tax and social security contributions or fall under the capital gain tax provisions. The Participant should consult with a personal tax advisor to ensure compliance with applicable tax and reporting requirements in Romania.

SLOVAKIA

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase shares under the Plan, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Súhlas s použitím anglického jazyka. Podaním mojej prihlášky do programu Plan potvrdzujem, že som si prečítal/a príslušnú dokumentáciu, ktorá mi bola sprístupnená v anglickom jazyku a porozumel/a jej, pričom som sa riadne oboznámil/a s podmienkami a pravidlami účasti na zamestnaneckom pláne sporenia nadobúdaním akcií prostredníctvom Plan a slobodne a vážne vyjadrujem svoj súhlas s jej obsahom a s pravidlami Plan.

Securities Law. This offering is made in reliance on the exemption from publishing a prospectus provided for in Article 1 (4) (i) of the EU Prospectus Regulation 2017/1129.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and as such shall be subject to personal income tax and social security contributions, which may consequently negatively impact the net amount of compensation/salary. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Slovakia.

SPAIN

Data Privacy. In relation to a Participant’s participation in the Plan, the Company, its Affiliates or Subsidiaries, Participating Employers, or the Plan Administrator and Record Keeper will collect and process information relating to the Participant in accordance with the privacy notices located on the internal intranet of the Company (https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice).

Foreign Asset/Account Reporting Information. Participants may be subject to certain tax reporting requirements with respect to assets or rights that they hold outside Spain, including bank accounts, securities and real estate if the aggregate value for each particular category of assets exceeds €50,000 as of December 31 of one year. If applicable, Participants must report the assets on Form 720 by, in general terms, no later than March 31 following the end of the relevant year. After the assets are initially reported in a specific fiscal year, the reporting obligation will only apply if the value of previously reported assets increases by more than €20,000 as of each subsequent December 31 and/or if Participant sells/cancels them.

Language Consent. By enrolling in the Plan, the Participant confirms having read and understood the documents relating to the grant of the option to purchase shares under the Plan, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Consentimiento Sobre El Idioma Utilizado. Mediante la suscripción del Plan, confirmo haber leído y comprendido los documentos relacionados con la concesión de la opción de adquirir de acciones en virtud del Plan, que me han sido proporcionados en lengua inglesa, y en consecuencia acepto los términos de dichos documentos.

Securities Law. No “offer of securities to the public” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Enrollment/Change Form and the Plan have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of these documents constitutes a public offering prospectus.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Spain.

SWITZERLAND

Acknowledgement. In enrolling in the Plan, the Participant acknowledges that he or she has received a copy of the Plan and has reviewed the Plan, including this Appendix B, in its entirety and fully understands and accepts all provisions of the Plan, including this Appendix B.

Authorization for Payroll Deductions. The Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Securities Law. In Switzerland, a participation in the Plan is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FINSA). This document does not constitute a prospectus pursuant to the FINSA and no such prospectus has been or will be prepared for or in connection with the enrollment and participation in the Plan pursuant to the rules of the Plan. This document is neither subject to any governmental approval nor must be filed with any Swiss authorities.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Switzerland and/or country of residence (if different).

TURKEY

Acknowledgement. In enrolling in the Plan, the Participant acknowledges that he or she has received a copy of the Plan and has reviewed the Plan, including this Appendix B, in its entirety, his or her English level is sufficient to understand the content and consequences of the Plan, and he or she fully understands and accepts all provisions of the Plan, including this Appendix B, as well as the financial risks associated therewith, if any.

Authorization for Payroll Deductions. Participation in the Plan is voluntary. If a Participant wishes to enroll in the Plan in his or her own discretion, the Participant, as a condition to participation in the Plan, will be required to execute a consent for payroll deduction form. The Participant must print out the form, sign and date the form in the applicable places, scan the executed form and email it to the Company at the following address: Stella.Hoy@TELUS.com. The Participant will not be able to participate in the Plan until the Company receives such executed form. If the Participant reduces or increases the rate of Contribution, the Participant will be required to execute a new payroll deduction consent form.

Data Privacy. The Participant, as a condition to participation in the Plan, will be required to execute a consent regarding data transfer. The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Participating Company, the Plan Administrator or Record Keeper to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in their employee file. The Company’s policy is available here: https://sites.google.com/a/telusinternational.com/privacy/home/privacy-notice.

Securities Law. This offering is made in reliance on the exemption under Communique no. VII-128.4 on Foreign Capital Market Instruments that provides an exemption from approval by the Capital Markets Board of Turkey.

Tax Information. The difference between the discounted price of the Shares and the FMV is considered an employment-related benefit and would be subject to personal income tax and social security contributions, if applicable. The Participant should consult with a personal advisor to ensure compliance with applicable tax and reporting requirements in Turkey.

Exhibit 99.3

TELUS INTERNATIONAL (CDA) INC.

Omnibus LONG-TERM INCENTIVE Plan

Effective as of December 21, 2016

Amended and restated January 31, 2021

TELUS INTERNATIONAL (CDA) INC.

AMENDED AND RESTATED OMNIBUS LONG-TERM INCENTIVE PLAN

TELUS International (Cda) Inc. (the “Corporation”) hereby establishes an Omnibus Long-Term Incentive Plan to provide certain qualified participants providing ongoing services to the Corporation and its Affiliates (as defined herein) with incentives and the opportunity to share in the Corporation’s long-term results. This Plan is also designed to promote the retention of these participants.

Article 1 - INTERPRETATION

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

A + B = 80, where A is the Participant’s age and B is the amount of years of continuous and active service with the Corporation, TELUS or an Affiliate.

Article 2
ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

All Eligible Participants are eligible to participate in this Plan. Eligibility to participate does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to be granted any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Corporation or Affiliate.

Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

Article 3
OPTIONS

An Option is an option granted by the Corporation to an Eligible Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, subject to the provisions hereof and the applicable Option Agreement.

Subject to the provisions set forth in this Plan, the Board may, from time to time by resolution, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, and (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”), the relevant vesting provisions (including Performance Criteria), the Option Term, and such other conditions and limitations the whole subject to the terms and conditions prescribed in this Plan and in any Option Agreement.

The Option Price for Shares that are the subject of any Option shall be fixed by the Board on the Date of Grant but shall not be less than the Market Value of the Shares at the Date of Grant.

Options shall be evidenced by an Option Agreement or included in an Employment or Service Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine.

If applicable at the time of exercise, each Participant must, as a condition to exercising an Option, execute and deliver a counterpart copy of the Shareholders Agreement, or a written agreement in form and substance satisfactory to the Principal Shareholders (as defined in the Shareholders Agreement), agreeing to be bound by the Shareholders Agreement, and any other agreement that the Corporation requires a holder of Shares to sign (to the extent that such agreements exist and such Participant is not already a party to such agreements), in form and substance satisfactory to the Corporation. Each Participant acknowledges that the Shareholders Agreement restricts transfers of Shares.

Article 4
PHANTOM OPTIONS

A Phantom Option is an Award entitling the recipient to receive a payment, either in cash or in Shares, equal to the appreciation in the Corporation’s Shares over a specified period subject to the terms and conditions contained herein.

Subject to the provisions herein set forth, the Board may, from time to time by resolution, (i) designate the Eligible Participants who may receive Phantom Options under the Plan, (ii) fix the number of Phantom Options to be granted to each Eligible Participant and the date or dates on which such Phantom Option shall be granted, and (iii) determine the grant value of such Phantom Option (the “Phantom Option Price”) and the relevant conditions and vesting provisions (including the applicable Performance Period, Performance Criteria, if any, and Performance Multiplier, if any) and the Phantom Option Term, the whole subject to the terms and conditions prescribed in this Plan and in any Phantom Option Agreement.

The Phantom Option Price for the Shares that are the subject of any Phantom Option shall be fixed by the Board when such Phantom Option is granted, but shall not be less than the Market Value of such Shares at the Date of Grant.

Phantom Options shall be evidenced by a Phantom Option Agreement or included in an Employment or Service Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The Phantom Option Agreement shall contain such terms that may be considered necessary in order that the Phantom Option will comply with any provisions respecting phantom options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.

If the Corporation chooses to settle the Phantom Options by issuing Shares from treasury and if applicable at such time , each Participant must, as a condition prior to the settlement of a Phantom Option, sign and deliver a counterpart and acknowledgment to the Shareholders Agreement and any other agreement that the Corporation requires a holder of Shares to sign (to the extent that such agreements exist and such Participant is not already a party to such agreements), in form and substance satisfactory to the Corporation. Each Participant acknowledges that the Shareholders Agreement restricts transfers of Shares.

Article 5
TELUS INTERNATIONAL Phantom RESTRICTED SHARE UNITS

A TI Phantom RSU is an Award granted by the Corporation to the Eligible Participant entitling such Participant to receive, in respect of a unit, the Payment Value subject to the provisions herein and the applicable TI Phantom RSU Agreement. Conditions may be based on continuing and active employment (or other service relationship) and/or achievement of certain Performance Criteria.

For purposes of determining the Payment Value of TI Phantom RSUs to be made pursuant to Section 5.4, such calculation will be made on the Vesting Date based on the Market Value of a Share on such date multiplied by the number of vested TI Phantom RSUs in the Participant’s Account. For such TI Phantom RSUs that vest on the Date of Grant, the calculation shall be made on the TI Phantom RSU Settlement Date.

TI Phantom RSUs shall be evidenced by a TI Phantom RSU Agreement or included in an Employment or Service Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine.

In the event a dividend becomes payable on the Shares, then on the payment date for such dividend, each Participant’s Account shall, unless otherwise determined by the Board in respect of any grant of TI Phantom RSUs, be credited with additional TI Phantom RSUs (including fractional TI Phantom RSUs) of the same kind as credited in such Participant’s applicable Account, the number of which shall be determined by dividing: (i) the amount determined by multiplying (a) the number of TI Phantom RSUs in such Participant’s Account (whether vested or unvested) on the record date for the payment of such dividend by (b) the dividend paid per Share, by (ii) the Market Value of a Share on the dividend payment date for such dividend, in each case, with fractions computed to two decimal places. Such additional TI Phantom RSUs (including fractional TI Phantom RSUs), if credited, shall vest on the same basis, and shall have the same TI Phantom RSU Settlement Date, as the underlying TI Phantom RSUs.

Article 6
TELUS Phantom RESTRICTED SHARE UNITS

A TELUS Phantom RSU is an Award entitling the recipient to receive, in respect of a TELUS Share, the Payment Value subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing and active employment (or other service relationship) and/or achievement of certain Performance Criteria.

For purposes of determining the Payment Value of TELUS Phantom RSUs to be made pursuant to Section 6.4, such calculation will be made on the Vesting Date based on the TELUS Market Value of a TELUS Share on such date multiplied by the number of vested TELUS Phantom RSUs in the Participant’s Account. For such TELUS Phantom RSUs that vest on the Date of Grant, the calculation shall be made on the TELUS Phantom RSU Settlement Date.

TELUS Phantom RSUs shall be evidenced by a TELUS Phantom RSU Agreement or included in an Employment or Service Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine.

In the event a dividend becomes payable on the TELUS Shares, then on the payment date for such dividend, each Participant’s Account shall, unless otherwise determined by the Board in respect of any grant of TELUS Phantom RSUs, be credited with additional TELUS Phantom RSUs (including fractional TELUS Phantom RSUs) of the same kind as credited in such Participant’s applicable Account, the number of which shall be determined by dividing: (i) the amount determined by multiplying (a) the number of TELUS Phantom RSUs in such Participant’s Account (whether vested or unvested) on the record date for the payment of such dividend by (b) the dividend paid per TELUS Share, by (ii) the TELUS Market Value of a TELUS Share on the dividend payment date for such dividend, in each case, with fractions computed to two decimal places. Such additional TELUS Phantom RSUs (including fractional TELUS Phantom RSUs), if credited, shall vest on the same basis, and shall have the same TELUS Phantom RSU Settlement Date, as the underlying TELUS Phantom RSUs.

Article 7
GENERAL CONDITIONS

Each Award, as applicable, shall be subject to the following conditions:

Unless as otherwise stated in a Grant Agreement, each Award shall be subject to the following conditions:

For the purposes of this Section 7.2(4), unless otherwise deemed by the Board, all Performance Criteria and Performance Multiplier, if any, with respect to Awards shall be deemed to have been met at target on the relevant Termination Date.

For the purposes of this paragraph, unless otherwise determined by the Board, all Performance Criteria and Performance Multiplier, if applicable, with respect to Awards shall be deemed to have been met at target on the date of the Change of Control.

Article 8
ADJUSTMENTS AND AMENDMENTS

In the event of any change in the outstanding Shares after the date hereof by reason of any subdivision or consolidation of Shares or any similar capital reorganization or a payment of a share dividend (other than a share dividend that is in lieu of a cash dividend), amalgamation, plan of arrangement, reorganization, recapitalization, merger, consolidation, decapitalization, spin-off, combination, or exchange of Shares or any transaction similar to any of the foregoing (each such event, a “Reorganization”) other than regular cash dividends such proportionate adjustments, if any, as the Board in its sole discretion and without liability may deem equitable to reflect such change shall be made with respect to the number of Awards outstanding under the Plan, the number of Shares available for issuance under the Plan, the number of Shares issuable under any outstanding Award, the Option Price or Phantom Option Price, as applicable, of any outstanding Option or Phantom Option or the securities underlying the Awards, and such other terms of the Awards. In the event the Corporation is not the surviving entity in an amalgamation, merger or consolidation with another entity or in the event of a liquidation, reorganization or similar transaction and in the absence of any surviving entity’s assumption of outstanding awards made under the Plan, the Board may provide for appropriate settlements of Awards.

Article 9
Liquidity event

Notwithstanding any other provision of this Plan, in the event of a Liquidity Event:

Article 10
CHANGE OF CONTROL

Article 11
MISCELLANEOUS

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board.

Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable taxes and source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation may be satisfied by (a) if available, having the Participant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 11.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

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, 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 to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Unless otherwise determined by the Board, 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 right to any specific assets of the Corporation. The Corporation shall not segregate any assets for the purpose of funding its obligations with respect to the Awards granted hereunder and shall not 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. To the extent any individual holds rights under the Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured general creditor of the Corporation.

The Board shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees who are located in a country other than Canada shall be eligible to participate in the Plan. The Board may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Board is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify: (i) rights on death, Disability or Retirement or on termination of employment or engagement; (ii) available methods of exercise or settlement of an award; (iii) payment of income, social insurance contributions and payroll taxes; (iv) the withholding procedures and handling of any indicia of ownership which vary with national or local requirements of foreign jurisdictions. The Board may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

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

The Plan shall take effect on December 21, 2016.