Dated: April 6, 2017 |
PRECISION DRILLING CORPORATION
|
|
|
|
|
|
|
|
By:
/s/Carey T Ford
|
|
Name: Carey T Ford |
|
Title: Senior Vice President and Chief Financial Officer
|
99.1 |
PRECISION DRILLING CORPORATION OMNIBUS EQUITY INCENTIVE PLAN
|
Page
|
||
Section 1.
|
Interpretation and Administrative Provisions
|
1
|
1.1
|
Purpose
|
1
|
1.2
|
Definitions
|
1
|
1.3
|
Interpretation
|
8
|
1.4
|
Schedules
|
8
|
1.5
|
Currency
|
8
|
1.6
|
Administration
|
9
|
1.7
|
Governing Law
|
9
|
1.8
|
Shares Subject to the Plan
|
9
|
1.9
|
Participation Limits
|
9
|
Section 2.
|
Options
|
10
|
2.1
|
Granting of Options
|
10
|
2.2
|
Vesting of Options
|
10
|
2.3
|
Exercise Price
|
10
|
2.4
|
Option Term; Blackout Period
|
10
|
2.5
|
Exercise of Option
|
11
|
2.6
|
Surrender of Option
|
11
|
2.7
|
Termination of Employment or Leave of Absence
|
12
|
Section 3.
|
Share Units
|
13
|
3.1
|
Granting of RSUs or PSUs
|
13
|
3.2
|
Number and Type of Share Units
|
14
|
3.3
|
Dividend Share Units
|
14
|
3.4
|
Share Unit Accounts
|
14
|
3.5
|
Vesting of RSUs
|
14
|
3.6
|
Vesting of PSUs
|
15
|
3.7
|
Settlement of Share Unit Awards
|
15
|
3.8
|
Termination of Employment or Leave of Absence
|
15
|
Section 4.
|
Share Bonus
|
17
|
4.1
|
Share Bonus
|
17
|
Section 5.
|
General
|
17
|
5.1
|
Capital Adjustments
|
17
|
5.2
|
Substitution Event
|
18
|
5.3
|
Amendment and Termination
|
19
|
5.4
|
Clawback
|
21
|
5.5
|
Non-Exclusivity
|
21
|
5.6
|
Unfunded Plan
|
21
|
5.7
|
Successors and Assigns
|
21
|
5.8
|
Transferability of Awards
|
21
|
5.9
|
No Special Rights
|
21
|
5.10
|
Other Employee Benefits
|
22
|
5.11
|
Withholding Taxes
|
22
|
5.12
|
No Liability
|
22
|
5.13
|
Government Regulation and Grant Restrictions
|
22
|
5.14
|
Participant Information
|
23
|
5.15
|
Priority of Agreements
|
23
|
5.16
|
Severability
|
23
|
5.17
|
Effective Date
|
23
|
(a)
|
any improper conduct by the Participant which is materially detrimental to the Employer; or
|
(b)
|
the willful failure of the Participant to properly carry out his or her duties on behalf of the Employer or to act in accordance with the reasonable direction of the Employer.
|
(a)
|
any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or any wholly-owned subsidiary of the Corporation) hereafter acquires the direct or indirect "beneficial ownership" (as defined in the
Business Corporations Act
(Alberta)) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation in any manner whatsoever, including, without limitation, as a result of a takeover bid, an issuance or exchange of securities, an amalgamation of the Corporation with any other Person, an arrangement, a capital reorganization or any other business combination or reorganization;
|
(b)
|
the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a Person or any group of two or more Persons acting jointly or in concert (other than a wholly-owned subsidiary of the Corporation);
|
(c)
|
the dissolution or liquidation of the Corporation, except in connection with the distribution of assets of the Corporation to one or more Persons which were wholly-owned subsidiaries of the Corporation prior to such event;
|
(d)
|
the occurrence of a transaction requiring approval of the Corporation's shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any Person or any group of two or more Persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Corporation); or
|
(e)
|
the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;
|
(a)
|
for any Participant who is not a U.S. Taxpayer, "
Constructive Dismissal
" has the meaning ascribed thereto pursuant to the common law and shall include, without in any way limiting its meaning under the common law, any material change (other than a change which is clearly consistent with a promotion) imposed by the Employer without the Participant's consent to the Participant's title, responsibilities or reporting relationships, or a material reduction of the Participant's compensation except where such reduction is applicable to all officers, if the Participant is an officer, or all employees, if the Participant is an employee, of the Employer, provided that the termination of any Participant shall be considered to arise as a result of Constructive Dismissal only if such termination occurs due to such Participant resigning from employment within 30 days of the occurrence of the event described as giving rise to such Constructive Dismissal; and
|
(b)
|
for any Participant who is a U.S. Taxpayer, "
Constructive Dismissal
"
means a termination of the Participant from employment following the occurrence of: (i) a material reduction by the Employer of the Participant's authority, duties or responsibilities without the Participant's consent; or (ii) a material reduction of the Participant's compensation except where such reduction is applicable to all officers, if the Participant is an officer, or all employees, if the Participant is an employee, of the Employer, provided that the termination of any Participant shall be considered to arise as a result of Constructive Dismissal only if:
|
(i)
|
the Participant provides written notice to the Employer of the occurrence of an event or circumstance constituting Constructive Dismissal within 60 days after the initial existence of such event or circumstance, which notice specifically identifies the event or circumstance which the Participant believes constitutes an event or circumstance of Constructive Dismissal;
|
(ii)
|
the Employer notifies the Participant that it will not correct the event or circumstance constituting Constructive Dismissal, or the Employer fails to correct such event or circumstance within the 60 day period after receiving such notice; and
|
(iii)
|
the Participant resigns within 30 days after receiving the Employer's response, if such response indicates that the Employer will not correct such circumstances, or the Participant resigns between the 61
st
and the 90
th
day, inclusive, following the Employer's receipt of the notice, if the Employer does not provide a response to such notice and fails to cure such circumstances within 60 days after receipt of the notice; provided, however, that the Participant shall not be deemed to have resigned for Constructive Dismissal unless the Participant remains in the employ of the Employer (at the location where he or she was employed immediately prior to the occurrence of the events constituting Constructive Dismissal) for the period requested by the Employer (not to exceed 30 days after the last day on which the Participant could resign for Constructive Dismissal) in accordance with this clause (iii), without regard to this proviso.
|
(a)
|
is to a substantial degree unable, due to illness, disease, affliction, mental or physical disability or similar cause, to fulfill his or her obligations as an officer or employee of the Employer either for any consecutive 12 month period or for any period of 18 months (whether or not consecutive) in any consecutive 24 month period; or
|
(b)
|
is declared by a court of competent jurisdiction to be mentally incompetent or incapable of managing his or her affairs.
|
(a)
|
in respect of a Canadian Award, the Fair Market Value shall mean the weighted average trading price of a Common Share on the TSX during the last five trading days prior to that particular date on which at least a board lot of Common Shares has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices; provided, however, that if the Common Shares are not then listed and posted for trading on the TSX, then the Fair Market Value shall mean the weighted average trading price of a Common Share on the NYSE during the last five trading days prior to that particular date on which at least a board lot of Common Shares has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices converted to Canadian dollars using the Bank of Canada Rate; and provided further, that if the Common Shares are not then listed and posted for trading on the NYSE, then the Fair Market Value shall mean the weighted average trading price of a Common Share on such stock exchange in Canada or the United States on which the Common Shares are then listed and posted for trading during the last five trading days prior to that particular date (and, if in United States dollars, converted to Canadian dollars using the Bank of Canada Rate) or, if the Common Shares are not then listed and posted for trading on any stock exchange in Canada or the United States, then the Fair Market Value shall mean the fair market value per Common Share (in Canadian dollars) as determined by the Board in its sole discretion and to the extent applicable, in accordance with Section 409A of the Code;
|
(b)
|
in respect of a U.S. Award, the Fair Market Value shall mean the weighted average trading price of a Common Share on the NYSE during the last five trading days prior to that particular date on which at least a board lot of Common Shares has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices; provided, however, that if the Common Shares are not then listed and posted for trading on the NYSE, then the Fair Market Value shall mean the weighted average trading price of a Common Share on the TSX during the last five trading days prior to that particular date on which at least a board lot of Common Shares has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices converted to United States dollars using the Bank of Canada Rate; and provided further, that if the Common Shares are not then listed and posted for trading on the TSX, then the Fair Market Value shall mean the weighted average trading price of a Common Share on such stock exchange in Canada or the United States on which the Common Shares are then listed and posted for trading during the last five trading days prior to that particular date (and, if in Canadian dollars, converted to United States dollars using the Bank of Canada Rate) or, if the Common Shares are not then listed and posted for trading on any stock exchange in Canada or the United States, then the Fair Market Value shall mean the fair market value per Common Share (in United States dollars) as determined by the Board in its sole discretion and to the extent applicable, in accordance with Section 409A of the Code; and
|
(c)
|
the Fair Market Value shall be rounded up to the nearest whole cent.
|
(a)
|
no more than 5% of the outstanding Common Shares may be issued under the Plan alone or when combined with all other security-based compensation arrangements of the Corporation in any one year period;
|
(b)
|
no more than 2% of the outstanding Common Shares may be issued under the Plan alone or when combined with all other security-based compensation arrangements of the Corporation to any one Participant; and
|
(c)
|
the number of Common Shares that may be (i) issued to insiders within any one year period, or (ii) issuable to insiders at any time, in each case, under this Plan alone or when combined with all other security-based compensation arrangements of the Corporation, cannot exceed 10% of the outstanding Common Shares.
|
(a)
|
in cash, or by certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Committee; or
|
(b)
|
pursuant to a broker-assisted cashless exercise, whereby the Participant shall elect on the Notice of Exercise to receive:
|
(i)
|
an amount in cash equal to the cash proceeds realized upon the sale in the capital markets of the Common Shares underlying the Option (or portion thereof being exercised) by a securities dealer designated by the Corporation, less the aggregate Exercise Price, any Applicable Withholding Taxes, and any transfer costs charged by the securities dealer to sell the Common Shares;
|
(ii)
|
an aggregate number of Common Shares that is equal to the number of Common Shares underlying the Option (or portion thereof being exercised) minus the number of Common Shares sold in the capital markets by a securities dealer designated by the Corporation as required to realize cash proceeds equal to the aggregate Exercise Price, any Applicable Withholding Taxes and any transfer costs charged by the securities dealer to sell the Common Shares; or
|
(iii)
|
a combination of (i) and (ii).
|
(a)
|
General Rule.
Unless otherwise determined by the Committee, in its discretion, or as provided in this Section 2.7 or pursuant to the terms of any particular Option Agreement or the Participant's employment agreement or executive agreement, all rights to purchase Common Shares pursuant to an Option or to surrender such Option shall expire and terminate immediately upon the Participant's Termination Date, whether or not such termination is with or without notice, adequate notice or legal notice, provided that if such employment of the Participant is terminated for Cause, such rights shall expire and terminate immediately upon notification being given to the Participant of such termination for Cause.
|
(b)
|
Death.
If the Participant's employment with the Precision Group ceases by reason of the death of the Participant, any Option held by the Participant shall become fully vested and may be exercised or surrendered by the Beneficiary in accordance with Section 2.5 or Section 2.6 at any time during the period that terminates on the earlier of the Option's Expiry Date and the first anniversary of the Participant's Termination Date. Any Option that remains unexercised or has not been surrendered shall be immediately forfeited upon the termination of such period.
|
(c)
|
Disability or Leave of Absence.
If the Participant's employment with the Precision Group terminates by reason of Disability or the Participant is on a Leave of Absence, any Option held by the Participant shall continue to vest in accordance with its terms and may be exercised or surrendered in accordance with Section 2.5 or Section 2.6 at any time until the Option's Expiry Date.
|
(d)
|
Retirement.
If the Participant's employment with the Precision Group terminates by reason of Retirement, any Option held by the Participant shall continue to vest in accordance with its terms and may be exercised or surrendered in accordance with Section 2.5 or Section 2.6 at any time during the period that terminates on the earlier of the Option's Expiry Date and the third anniversary of the Participant's Termination Date. Any Option that remains unexercised or has not been surrendered shall be immediately forfeited upon the termination of such period.
|
(e)
|
Resignation.
If the Participant's employment with Precision Group terminates by reason of voluntary resignation, then:
|
(i)
|
the unvested part of any Option held by the Participant shall expire and terminate immediately on the Participant's Termination Date; and
|
(ii)
|
the vested part of any Option held by the Participant may be exercised or surrendered in accordance with Section 2.5 or Section 2.6 at any time during the period that terminates on the earlier of the Option's Expiry Date and the 30th day after the Participant's Termination Date. Any Option that remains unexercised or has not been surrendered shall be immediately forfeited upon the termination of such period.
|
(f)
|
Termination Without Cause.
If the Participant's employment with the Precision Group is terminated by the Employer for any reason other than for Cause, any Option held by the Participant shall continue to vest in accordance with its terms and may be exercised or surrendered in accordance with Section 2.5 or Section 2.6 at any time during the period that terminates on the earlier of the Option's Expiry Date and the 30th day after the Participant's Termination Date. Any Option that remains unexercised or has not been surrendered shall be immediately forfeited upon the termination of such period.
|
(g)
|
Termination Following Change of Control.
If a Change of Control occurs and the Participant's employment with the Precision Group is terminated:
|
(i)
|
by the Employer or by the entity that has entered into a valid and binding agreement with the Corporation and/or other members of the Precision Group to effect the Change of Control at any time after such agreement is entered into or during the Control Period and such termination was for any reason other than for Cause; or
|
(ii)
|
by the Participant as a result of Constructive Dismissal, provided the event giving rise to the Constructive Dismissal occurs during the Control Period;
|
(a)
|
General Rule.
Unless otherwise determined by the Committee, in its discretion, or as provided in this Section 3.8 or the provisions of any applicable Award Agreement or the Participant's employment agreement or executive agreement, upon the Participant terminating employment with the Precision Group for any reason, all Share Units previously credited to such Participant's Share Unit Account which did not vest on or prior to the Participant's Termination Date shall be terminated and forfeited as of the Participant's Termination Date. All vested Share Units shall be settled in accordance with Section 3.7.
|
(b)
|
Treatment Upon Termination with Cause.
If the Participant's employment with the Precision Group is terminated for Cause, all Share Units previously credited to such Participant's Share Unit Account, whether vested or unvested, shall be terminated and forfeited as of the Participant's Termination Date.
|
(c)
|
Treatment Upon Death or Termination Without Cause.
If the Participant's employment with the Precision Group ceases by reason of the death of the Participant or the Participant's employment is terminated by the Employer for any reason other than for Cause, a portion of the Participant's unvested Share Units will vest as of the Termination Date. The percentage which will vest in respect of Share Units granted on each Grant Date will be determined by a fraction, the numerator of which is the number of days from the later of the Grant Date or the most recent Vesting Date up to and including the Termination Date, and the denominator of which is the number of days from the later of the Grant Date or the most recent Vesting Date up to and including the original final Vesting Date of the Award (assuming target performance was achieved with respect to any Performance Vesting Conditions). Such Share Units shall be settled as soon as practicable following the Termination Date in accordance with Section 3.7. Any Share Units which do not vest as previously stated shall be terminated and forfeited.
|
(d)
|
Treatment of RSUs During Leave of Absence.
For the period during which a Participant is on a Leave of Absence, a portion of the Participant's RSUs (and related Dividend Share Units) previously credited to such Participant's Share Unit Account which did not vest on or prior to the date the Participant commenced the Leave of Absence shall continue to vest in accordance with their terms. The percentage which will continue to vest will be determined by a fraction, the numerator of which is the number of days that the Participant provided services to the Employer and was not on a Leave of Absence from the later of the Grant Date or the most recent Vesting Date up to and including the next Vesting Date, and the denominator of which is the number of days from the later of the Grant Date or the most recent Vesting Date up to and including the next Vesting Date. Any RSUs (and related Dividend Share Units) which do not vest as previously stated shall be terminated and forfeited.
|
(e)
|
Treatment of PSUs During Leave of Absence.
For the period during which a Participant is on a Leave of Absence, a portion of the Participant's PSUs (and related Dividend Share Units) previously credited to such Participant's Share Unit Account which did not vest on or prior to the date the Participant commenced the Leave of Absence shall continue to vest in accordance with their terms. The percentage which will continue to vest will be determined by a fraction, the numerator of which is the number of days that the Participant provided services to the Employer and was not on a Leave of Absence during the Performance Period for such PSUs, and the denominator of which is the number of days in the entire Performance Period for such PSUs. Any PSUs (and related Dividend Share Units) which do not vest as previously stated shall be terminated and forfeited.
|
(f)
|
Termination Following Change of Control.
If a Change of Control occurs and the Participant's employment with the Precision Group is terminated:
|
(i)
|
by the Employer or by the entity that has entered into a valid and binding agreement with the Corporation and/or other members of the Precision Group to effect the Change of Control at any time after such agreement is entered into or during the Control Period and such termination was for any reason other than for Cause; or
|
(ii)
|
by the Participant as a result of Constructive Dismissal, provided the event giving rise to the Constructive Dismissal occurs during the Control Period;
|
(i)
|
the Continuing Entity does not (or, upon the occurrence of the Substitution Event or Permitted Reorganization, will not) comply with the provisions of this Section 5.2;
|
(ii)
|
the Board determines, acting reasonably, that such substitution or replacement is not practicable;
|
(iii)
|
the Board determines, acting reasonably, that such substitution or replacement would give rise to adverse tax results, under the ITA or the Code; or
|
(iv)
|
the securities of the Continuing Entity are not (or, upon the occurrence of the Substitution Event or Permitted Reorganization, will not be) listed and posted for trading on a recognizable stock exchange;
|
(a)
|
The Board may amend or suspend any provision of the Plan, or terminate this Plan, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX), if any, that require the approval of security holders or any governmental or regulatory body regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding any rule of common law or equity to the contrary. However, except as expressly set forth herein or as required pursuant to applicable law, no action of the Board or security holders may materially adversely alter or impair the rights of a Participant under any Award previously granted to the Participant without the consent of the affected Participant. Without limiting the generality of the foregoing, the Board may make the following types of amendments to this Plan or any Awards without seeking security holder approval:
|
(i)
|
amendments of a "housekeeping" or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;
|
(ii)
|
amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX);
|
(iii)
|
amendments necessary for Awards to qualify for favorable treatment under applicable tax laws;
|
(iv)
|
amendments to the vesting provisions of this Plan or any Award;
|
(v)
|
amendments to include or modify a cashless exercise feature, payable in cash or Common Shares, which provides for a full deduction of the number of underlying Common Shares from the Plan maximum;
|
(vi)
|
amendments to the termination or early termination provisions of this Plan or any Award, whether or not such Award is held by an insider, provided such amendment does not entail an extension beyond the original expiry date of the Award; and
|
(vii)
|
amendments necessary to suspend or terminate this Plan.
|
(b)
|
Security holder approval will be required for the following types of amendments:
|
(i)
|
any amendment to increase the maximum number of Common Shares issuable under this Plan, other than pursuant to Section 5.1;
|
(ii)
|
any amendment to this Plan that increases the length of the period after a Blackout Period during which Options may be exercised;
|
(iii)
|
any amendment which would result in the Exercise Price for any Option granted under this Plan being lower than the Fair Market Value at the Grant Date of the Option;
|
(iv)
|
any amendment that would permit the introduction of non-employee directors as Eligible Persons;
|
(v)
|
any amendment to remove or to exceed the insider participation limit set out in Section 1.9(c);
|
(vi)
|
any amendment which reduces the Exercise Price of an Option or permits the cancellation and reissuance of an Option or other entitlement, in each case, other than pursuant to Sections 5.1 or 5.2;
|
(vii)
|
any amendment extending the term of an Option beyond the original Expiry Date, except as provided in Section 2.4;
|
(viii)
|
any amendment to the amendment provisions;
|
(ix)
|
any amendment which would allow for the transfer or assignment of Awards under this Plan, other than for normal estate settlement purposes; and
|
(x)
|
amendments required to be approved by security holders under applicable law (including the rules, regulations and policies of the TSX).
|
(a)
|
pay to the Corporation an amount as necessary so as to ensure that the Corporation is in compliance with the applicable provisions of any federal, provincial, local or other law relating to the Applicable Withholding Taxes in connection with such issuance;
|
(b)
|
authorize a securities dealer designated by the Corporation, on behalf of the Participant, to sell in the capital markets a portion of the Common Shares issued hereunder to realize cash proceeds to be used to satisfy the Applicable Withholding Taxes; or
|
(c)
|
make other arrangements acceptable to the Corporation to fund the Applicable Withholding Taxes.
|
(a)
|
As a condition of participating in the Plan, each Participant agrees to comply with all such applicable law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such applicable law. Each Participant shall provide the Corporation with all information (including personal information) required in order to administer the Plan (the "
Participant Information
").
|
(b)
|
The Corporation may from time to time transfer or provide access to Participant Information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing services to the Corporation in connection with the operation and administration of the Plan. The Corporation may also transfer and provide access to Participant Information to the Employers for purposes of preparing financial statements or other necessary reports and facilitating payment or reimbursement of Plan expenses. By participating in the Plan, each Participant acknowledges that Participant Information may be so provided and agrees and consents to its provision on the terms set forth herein. The Corporation shall not disclose Participant Information except (i) as contemplated above in this Section 5.14(b), (ii) in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or (iii) for the purpose of complying with a subpoena, warrant or other order by a court, Person or body having jurisdiction over the Corporation to compel production of the information.
|
1.
|
I have had the opportunity to review a copy of the Plan and agree to be bound by it and the terms of this Option Agreement. In the event of any conflict between the terms of the Plan and this Option Agreement, the terms of the Plan will govern and prevail.
|
2.
|
I have not been induced to enter into this Option Agreement by expectation of employment or continued employment with the Precision Group.
|
3.
|
I will be liable for income tax and other applicable taxes or social security contributions when I exercise or surrender Options in accordance with the terms of the Plan.
I should confirm the tax treatment with my own tax advisor.
|
4.
|
Except as otherwise provided in the Plan and the Award Letter, if my employment with the Precision Group is terminated, I will forfeit all unvested and unexercised Options at such time.
|
5.
|
I shall have no entitlement to receive payment in respect of any Options that are forfeited pursuant to the terms of the Plan whether by way of damages or otherwise.
|
6.
|
I am required to provide the Corporation with all information (including personal information) required to administer the Plan and I hereby consent to the collection of all such information by the Corporation. I understand that the Corporation may from time to time transfer or provide access to such information to third party service providers for purposes of the administration of the Plan and that such service providers will be provided with such information for the sole purpose of providing such services to the Corporation. I acknowledge that withdrawal of the consent at any time may result in a delay in the administration of the Plan.
|
7.
|
Notwithstanding any other provision of this Option Agreement to the contrary, the Option granted hereunder, including the consideration received on the exercise or surrender of the Option, net of applicable taxes, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation from time to time, as the same may be amended from time to time (the "
Clawback
Policy
"). I agree and consent to the Corporation's application, implementation and enforcement of (a) the Clawback Policy that may apply to me and (b) any provision of applicable law relating to the cancellation, recoupment, rescission, payback or other action of or involving my compensation, and expressly agree that the Corporation may take such actions as are necessary to effectuate the Clawback Policy without further consent or action being required by me. To the extent that the terms of this Option Agreement and the Clawback Policy conflict, then the terms of the Clawback Policy shall prevail.
|
8.
|
I acknowledge that the exercise or surrender of Options granted hereunder is conditional upon my compliance with Section 9 of this Option Agreement. Accordingly, I acknowledge that I will immediately forfeit all Options granted hereunder in the event that I fail to meet the conditions set forth in Section 9 of this Option Agreement. The foregoing is in addition to any other remedy or cause of action any member of the Precision Group may have in respect of such failure.
|
9.
|
It is a condition to the exercise or surrender of any Options granted hereunder, that I will not, either while still employed or for a period of six (6) months following my Termination Date, regardless of the reason for the cessation of employment, without the Corporation's express prior written consent, either as an individual, or in conjunction with any other person, firm, corporation or other entity, whether acting as a principal, agent, employee, consultant or in any other capacity whatsoever:
|
(a)
|
solicit, attempt to solicit, call upon or otherwise seek out, directly or indirectly, the business of any firm or person who was a customer, client, supplier or distributor of the Precision Group at the Termination Date for the purpose of diverting any business or corporate opportunities as may exist or may be contemplated as at the Termination Date from the Precision Group; or
|
(b)
|
solicit, attempt to solicit or communicate in any way with any employees or consultants of the Precision Group for the purpose of having such employees or consultants leave their employment with the Precision Group or cease to provide services to the Precision Group.
|
10.
|
In the event that any condition, provision or restriction contained in Sections 7 to 9 of this Option Agreement is found to be void or unenforceable (in whole or in part) by a court of competent jurisdiction, it shall not affect or impair the validity of any other conditions, provisions or restrictions contained herein, nor shall it affect the validity or enforceability of such provisions in any other jurisdiction or in regard to other circumstances. Any conditions, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants, provisions and restrictions shall remain in full force and effect.
|
11.
|
The Board may at any time waive all or part of the application of Section 9 of this Option Agreement.
|
12.
|
The Options are not intended to qualify as "incentive stock options" under Section 422 of the Code.
[NTD: Only necessary to include for U.S. Taxpayers.]
|
☐
|
I enclose cash, a certified cheque, bank draft or money order payable to the Corporation in the amount of $ (which reflects the aggregate Exercise Price of the Common Shares) plus the amount of $ (which reflects the amount the Corporation believes is necessary to remit as part of any Applicable Withholding Taxes), and the foregoing shall be the full payment for the Common Shares to be received upon exercise of the Option and I acknowledge that the Common Shares will be issued to me only upon satisfaction of the requirements of Section 2.5 of the Plan; |
☐
|
I hereby elect to surrender the Option to receive an amount in cash (net of any Applicable Withholding Taxes) equal to: (i) the Fair Market Value on the date hereof, minus the Exercise Price of the Option; multiplied by (ii) the number of Common Shares underlying the Option;
|
☐
|
I hereby elect to receive an amount in cash equal to the cash proceeds realized upon the sale in the capital markets of the Common Shares underlying the Option by a securities dealer designated by the Corporation, less the aggregate Exercise Price, any Applicable Withholding Taxes and any transfer costs incurred to sell the Common Shares; or
|
☐
|
I hereby elect to receive an aggregate number of Common Shares that is equal to the number of Common Shares underlying the Options being exercised minus the number of Common Shares sold in the capital markets by a securities dealer designated by the Corporation as required to realize cash proceeds equal to the aggregate Exercise Price, any Applicable Withholding Taxes and any transfer costs incurred to sell the Common Shares. |
Date
|
Signature of Participant
|
|
Name of Participant (Please Print)
|
Total Shareholder Return ("TSR") Performance Multiplier:
|
|
75% or higher ranking among peer group:
|
2.0 times payout
|
50% (median) ranking among peer group:
|
1.0 times payout
|
35% ranking among peer group:
|
0.4 times payout
|
Below 35% ranking among peer group:
|
0 payout
|
TSR percentile rankings above, below and between the payout levels shown above will be determined by the Committee in its sole discretion, acting reasonably, having regard, if determined applicable by the Committee, to principles of linear interpolation.
|
1.
|
I
am /
am not
[check appropriate box]
a U.S. Taxpayer.
|
2.
|
I have had the opportunity to review a copy of the Plan and agree to be bound by it and the terms of this PSU Agreement. In the event of any conflict between the terms of the Plan and this PSU Agreement, the terms of the Plan will govern and prevail.
|
3.
|
I have not been induced to enter into this PSU Agreement by expectation of employment or continued employment with the Precision Group.
|
4.
|
I
will be liable for income tax and other applicable taxes or social security contributions when payment is made to me under the Plan in respect of Share Units credited to my Share Unit Account, in accordance with the terms of the Plan.
I should confirm the tax treatment with my own tax advisor.
|
5.
|
The value of a Share Unit is based on the trading price of a Common Share and is thus not guaranteed. The eventual value of a Share Unit on the applicable settlement date may be higher or lower than the value of the Share Unit at the time it was allocated to my Share Unit Account under the Plan.
|
6.
|
Except as otherwise provided in the Plan and the Award Letter, if my employment with the Precision Group is terminated, I will forfeit all Share Units in my Share Unit Account at such time.
|
7.
|
I shall have no entitlement to receive payment in respect of any Share Units that are forfeited pursuant to the terms of the Plan whether by way of damages or otherwise.
|
8.
|
No funds will be set aside to guarantee payment of the Share Units and that future payments of Share Units will remain an unfunded and unsecured liability recorded on the books of the Corporation and/or Employer.
|
9.
|
I am required to provide the Corporation with all information (including personal information) required to administer the Plan and I hereby consent to the collection of all such information by the Corporation. I understand that the Corporation may from time to time transfer or provide access to such information to third party service providers for purposes of the administration of the Plan and that such service providers will be provided with such information for the sole purpose of providing such services to the Corporation. I acknowledge that withdrawal of the consent at any time may result in a delay in the administration of the Plan or in the inability of the
Corporation or Employer settle my vested Share Units under the Plan.
|
10.
|
Notwithstanding any other provision of this PSU Agreement to the contrary, PSUs granted hereunder (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) and/or any cash payment made hereunder, including any amount received on the redemption of the PSUs, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation from time to time, as the same may be amended from time to time (the "
Clawback Policy
"). I agree and consent to the Corporation's application, implementation and enforcement of (a) the Clawback Policy that may apply to me and (b) any provision of applicable law relating to the cancellation, recoupment, rescission, payback or other action of or involving my compensation, and expressly agree that the Corporation may take such actions as are necessary to effectuate the Clawback Policy without further consent or action being required by me. To the extent that the terms of this PSU Agreement and the Clawback Policy conflict, then the terms of the Clawback Policy shall prevail.
|
11.
|
I acknowledge that any payment in respect of PSUs granted hereunder (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) is conditional upon my compliance with Section 12 of this PSU Agreement. Accordingly, I acknowledge that I shall immediately cease to be entitled to any payment under the Plan with respect to such PSUs and will forfeit all PSUs granted hereunder (and related Dividend Share Units credited pursuant to Section 3.3 of the Plan) in the event that I fail to meet the conditions set forth in Section 12 of this PSU Agreement. The foregoing is in addition to any other remedy or cause of action any member of the Precision Group may have in respect of such failure.
|
12.
|
It is a condition to the receipt of any payment in respect of a grant of PSUs (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) that I will not, either while still employed or for a period of six (6) months following my Termination Date, regardless of the reason for the cessation of employment, without the Corporation's express prior written consent, either as an individual, or in conjunction with any other person, firm, corporation or other entity, whether acting as a principal, agent, employee, consultant or in any other capacity whatsoever:
|
(a)
|
solicit, attempt to solicit, call upon or otherwise seek out, directly or indirectly, the business of any firm or person who was a customer, client, supplier or distributor of the Precision Group at the Termination Date for the purpose of diverting any business or corporate opportunities as may exist or may be contemplated as at the Termination Date from the Precision Group; or
|
(b)
|
solicit, attempt to solicit or communicate in any way with any employees or consultants of the Precision Group for the purpose of having such employees or consultants leave their employment with the Precision Group or cease to provide services to the Precision Group.
|
13.
|
In the event that any condition, provision or restriction contained in Sections 10 to 12 of this PSU Agreement is found to be void or unenforceable (in whole or in part) by a court of competent jurisdiction, it shall not affect or impair the validity of any other conditions, provisions or restrictions contained herein, nor shall it affect the validity or enforceability of such provisions in any other jurisdiction or in regard to other circumstances. Any conditions, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants, provisions and restrictions shall remain in full force and effect.
|
14.
|
The provisions of Section 12 of this PSU Agreement apply only to the PSUs granted hereunder (and related Dividend Share Units credited pursuant to Section 3.3 of the Plan). For greater certainty, the provisions of Section 12 of this PSU Agreement do not apply to PSUs which may be credited to my Share Unit Account pursuant to Section 3.3 of the Plan which relate to other grants of PSUs.
|
15.
|
The Committee may at any time waive all or part of the application of Section 12 of this PSU Agreement.
|
1.
|
I
am /
am not
[check appropriate box]
a U.S. Taxpayer.
|
2.
|
I have had the opportunity to review a copy of the Plan and agree to be bound by it and the terms of this RSU Agreement. In
the event of any conflict between the terms of the Plan and this RSU Agreement, the terms of the Plan will govern and prevail.
|
3.
|
I have not been induced to enter into this RSU Agreement by expectation of employment or continued employment with the Precision Group.
|
4.
|
I will be liable for income tax and other applicable taxes or social security contributions when payment is made to me under the Plan in respect of Share Units credited to my Share Unit Account, in accordance with the terms of the Plan.
I should confirm the tax treatment with my own tax advisor.
|
5.
|
The value of a Share Unit is based on the trading price of a Common Share and is thus not guaranteed. The eventual value of a Share Unit on the applicable settlement date may be higher or lower than the value of the Share Unit at the time it was allocated to my Share Unit Account under the Plan.
|
6.
|
Except as otherwise provided in the Plan and the Award Letter, if my employment with the Precision Group is terminated, I will forfeit all Share Units in my Share Unit Account at such time.
|
7.
|
I shall have no entitlement to receive payment in respect of any Share Units that are forfeited pursuant to the terms of the Plan whether by way of damages or otherwise.
|
8.
|
No funds will be set aside to guarantee payment of the Share Units and that future payments of Share Units will remain an unfunded and unsecured liability recorded on the books of the Corporation and/or Employer.
|
9.
|
I am required to provide the Corporation with all information (including personal information) required to administer the Plan and I
hereby consent to the collection of all such information by the Corporation. I understand that the Corporation may from time to time transfer or provide access to such information to third party service providers for purposes of the administration of the Plan and that such service providers will be provided with such information for the sole purpose of providing such services to the Corporation. I acknowledge that withdrawal of the consent at any time may result in a delay in the administration of the Plan or in the inability of the Corporation or Employer to settle my vested Share Units under the Plan.
|
10.
|
Notwithstanding any other provision of this RSU Agreement to the contrary, RSUs granted hereunder (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) and/or any cash payment made hereunder, including any amount received on the redemption of the RSUs, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation from time to time, as the same may be amended from time to time (the "
Clawback Policy
"). I agree and consent to the Corporation's application, implementation and enforcement of (a) the Clawback Policy that may apply to me and (b) any provision of applicable law relating to the cancellation, recoupment, rescission, payback or other action of or involving my compensation, and expressly agree that the Corporation may take such actions as are necessary to effectuate the Clawback Policy without further consent or action being required by me. To the extent that the terms of this RSU Agreement and the Clawback Policy conflict, then the terms of the Clawback Policy shall prevail.
|
11.
|
I acknowledge that any payment in respect of RSUs granted hereunder (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) is conditional upon my compliance with Section 12 of this RSU Agreement. Accordingly, I acknowledge that I shall immediately cease to be entitled to any payment under the Plan with respect to such RSUs and will forfeit all RSUs granted hereunder (and related Dividend Share Units credited pursuant to Section 3.3 of the Plan) in the event that I fail to meet the conditions set forth in Section 12 of this RSU Agreement. The foregoing is in addition to any other remedy or cause of action any member of the Precision Group may have in respect of such failure.
|
12.
|
It is a condition to the receipt of any payment in respect of a grant of RSUs (including related Dividend Share Units credited pursuant to Section 3.3 of the Plan) that I will not, either while still employed or for a period of six (6) months following my Termination Date, regardless of the reason for the cessation of employment, without the Corporation's express prior written consent, either as an individual, or in conjunction with any other person, firm, corporation or other entity, whether acting as a principal, agent, employee, consultant or in any other capacity whatsoever:
|
(a)
|
solicit, attempt to solicit, call upon or otherwise seek out, directly or indirectly, the business of any firm or person who was a customer, client, supplier or distributor of the Precision Group at the Termination Date for the purpose of diverting any business or corporate opportunities as may exist or may be contemplated as at the Termination Date from the Precision Group; or
|
(b)
|
solicit, attempt to solicit or communicate in any way with any employees or consultants of the Precision Group for the purpose of having such employees or consultants leave their employment with the Precision Group or cease to provide services to the Precision Group.
|
13.
|
In the event that any condition, provision or restriction contained in Sections 10 to 12 of this RSU Agreement is found to be void or unenforceable (in whole or in part) by a court of competent jurisdiction, it shall not affect or impair the validity of any other conditions, provisions or restrictions contained herein, nor shall it affect the validity or enforceability of such provisions in any other jurisdiction or in regard to other circumstances. Any conditions, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants, provisions and restrictions shall remain in full force and effect.
|
14.
|
The provisions of Section 12 of this RSU Agreement apply only to the RSUs granted hereunder (and related Dividend Share Units credited pursuant to Section 3.3 of the Plan). For greater certainty, the provisions of Section 12 of this RSU Agreement do not apply to RSUs which may be credited to my Share Unit Account pursuant to Section 3.3 of the Plan which relate to other grants of RSUs.
|
15.
|
The Committee may at any time waive all or part of the application of Section 12 of this RSU Agreement.
|