MACDONALD, DETTWILER & ASSOCIATES LTD. (Form: S-8, Received: 07/14/2017 17:06:54)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (Do not check if smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on July 14, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MacDonald, Dettwiler and Associates Ltd.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

98-0544351

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

One Embarcadero Center, Suite 500

San Francisco, California 94111

(Address, including zip code of Registrant’s principal executive offices)


MacDonald, Dettwiler and Associates Ltd. Directors’ Deferred Share Unit Plan		MacDonald, Dettwiler and Associates Ltd. Employee Share Purchase Plan

MacDonald, Dettwiler and Associates Ltd. 2013 Long Term Incentive Plan		MacDonald, Dettwiler and Associates Ltd. 2014 Long Term Incentive Plan

MacDonald, Dettwiler and Associates Ltd. 2015 Long Term Incentive Plan		MacDonald, Dettwiler and Associates Ltd. 2016 Long Term Incentive Plan

(Full title of the plan)

Michelle Kley

Senior Vice President & Chief Legal and Compliance Officer

SSL MDA Holdings, Inc.

One Market Plaza, Suite 4025

Spear Tower

San Francisco, CA 94105

1-650-852-6313

(Name, address, including zip code, and telephone number,including area code, of agent for service)

Copy to:

Jeffrey B. Floyd

Stephen M. Gill

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, TX 77022

(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Shares, without par value	2,515,130(1)	$51.97	$130,711,306.10	$15,149.44

(1)

Represents (a) 85,842 common shares, without par value (the “Common Shares”) of MacDonald, Dettwiler and Associates Ltd. (the “Registrant”) reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. Directors’ Deferred Share Unit Plan, (b) 221,448 Common Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. Employee Share Purchase Plan, (c) 669,280 Common Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2013 Long Term Incentive Plan, (d) 669,280 Common Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2014 Long Term Incentive Plan, (e) 669,280 Common Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2015 Long Term Incentive Plan, and (f) 200,000 Common Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2016 Long Term Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of common stock of the Registrant as may become issuable pursuant to the adjustment provisions of each of the above plans.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The price for the Common Stock being registered hereby is based on a price of $51.97 per share, which is the average of the high and low trading prices for a share of Common Stock as reported on the Toronto Stock Exchange (“TSX”) on July 10, 2017, and based on the U.S. dollar-to-Canadian dollar indicative exchange rate of 0.7759 reported by the Bank of Canada as of July 10, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in each of the plans listed above, as applicable, document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:

(a)

The Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act on June 22, 2017 in connection with the Registrant’s Registration Statement on Form F-4 (File No. 333-217512), originally filed with the Commission on April 27, 2017, as amended;

(b)

The Registrant’s report on Form 6-K filed with the Commission on June 23, 2017; and

(c)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registration document referred to in (a) above.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Set forth below is a summary of the material terms of the Common Shares and certain provisions of the Business Corporations Act of British Columbia (the “BCA”) and the articles of the Registrant as they relate to the Common Shares. The following summary is not complete and is qualified in its entirety by the BCA, the notice of articles of the Registrant and the articles of the Registrant.

General

The Registrant’s authorized share capital consists of an unlimited number of common shares without nominal or par value and an unlimited number of preferred shares without nominal or par value. As of July 10, 2017 the Registrant had issued and outstanding 36,443,072 Common Shares.

Common Shares

Dividends

Dividends on Common Shares are declared at the discretion of the Registrant’s board of directors. The holders of Common Shares are entitled (subject to the rights, privileges, restrictions and conditions of other classes of the Registrant’s shares) to receive such declared non-cumulative dividends in such amount, in such form, at such rate and on such class of shares as the board of directors may determine from time to time.

Liquidation, Dissolution or Winding-Up

On the liquidation, dissolution or winding-up of the Registrant, holders of Common Shares are entitled to participate equally, share for share, in any distribution of the property and assets of the Registrant, subject to the rights of holders of preferred shares and any other class of shares of the Registrant entitled to receive the property and assets of the Registrant on such a distribution in priority to or equally with the holders of the common shares.

Voting Rights

Holders of Common Shares are entitled to receive notice of and to attend all annual and special meetings of the Registrant’s shareholders and to vote thereat, except meetings at which only holders of a specified class of shares (other than Common Shares) or specified series of share are entitled to vote. The Registrant’s articles provide that, subject to certain restrictions, (a) with respect to any vote by show of hands, each shareholder or proxy present is entitled to one vote and (b) with respect to a poll, each shareholder has one vote in respect of each share. Subsidiaries of the Registrant that hold shares of the Registrant, if any, are not entitled to vote.

In general, any matter voted upon by the Registrant’s shareholders shall be decided by a simple majority of the votes cast, unless the matter to be voted requires a special resolution (which requires 2/3 of the votes cast on the resolution).

Other Rights

The Common Shares are subject to the Shareholder Rights Plan Agreement (“SRPA”), dated as of January 8, 2008, by and among the Registrant and ComputerShare Investor Services Inc., as rights agent, as most recently reconfirmed by the Registrant’s shareholders at the 2014 annual meeting of the Registrant’s shareholders. The SRPA is designed to encourage any bidder to provide the Registrant’s shareholders with equal treatment in a take-over bid and full value for their investment. Pursuant to the SRPA, one right (a “Right”) has been issued and attached to each Common Share outstanding and will be attached to each Common Share subsequently issued, subject to certain exceptions described therein. In connection with the announcement of the occurrence of a “Flip-in Event”, which is a transaction or event pursuant to which any person becomes an “Acquiring Person” (as such terms are defined in the SRPA), each Right entitles the holder thereof to purchase a Common Share at the exercise price calculated in accordance with and subject to the terms and conditions of the SRPA. The Rights are subject to amendment, redemption, or expiration and may become null and void as described therein.

The SRPA will automatically expire at the termination of the Registrant’s annual meeting in 2017 unless extended by reconfirmation of the registrant’s shareholders. The Registrant does not expect to ask its shareholders to vote to reconfirm the SRPA at the Registrant’s meeting.

Holders of Common Shares have no conversion, preemptive, or other subscription rights, and there are no sinking fund or general redemption rights applicable to the Common Shares.

Certain Provisions of the BCA and the Registrant’s Articles

Certain provisions of the BCA and the Registrant’s articles could make more difficult a change in control of the Registrant by means of an amalgamation, arrangement, sale, lease or exchange of all, or substantially all, of its property other than in the ordinary course of business, or liquidation. While the Registrant’s articles do not impose explicit provisions that would necessarily have an effect of delaying, deferring or preventing a change in control by any such transactions, under the BCA, in certain circumstances such transactions require approval by two-thirds of all of the outstanding shares of the Registrant. Additionally, certain provisions of the BCA and the Registrant’s articles could make more difficult a change in control by means of a proxy contest.

Ownership and Exchange Controls

There is no law, governmental decree or regulation in Canada or provision contained in the charter or other constituent documents of the Registrant that restricts the export or import of capital, or which would affect the remittance of dividends or other payments by the Registrant to non-resident or foreign holders of Common Shares, other than certain tax requirements and withholding obligations, including those described below:

Any dividends paid or credited, or deemed to be paid or credited, to a non-Canadian holder of Common Shares will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction in such rate pursuant to an applicable income tax treaty or convention between Canada and the non-Canadian holder’s jurisdiction of residence.

The rate of withholding tax applicable to a dividend paid to and beneficially owned by (or in certain circumstances, derived by) a non-Canadian holder on Common Shares who is a resident of the United States for purposes of, and is entitled to the benefits in accordance with the provisions of, the Canada-U.S. Income Tax Convention, will generally be reduced to 15% or, if the non-Canadian holder is a company that owns at least 10% of the voting stock of the Registrant, to 5%. The rate of withholding tax on dividends is also reduced under certain other bilateral income tax treaties or conventions to which Canada is a signatory.

There are no limitations on the rights of non-resident or foreign owners to hold or vote the Registrant’s securities imposed by the BCA or by the Registrant’s organizational documents.

Advance Notice Requirements for Shareholder Proposals and Director Nominations

The Registrant’s articles provide that a shareholder (who is listed in the Registrant’s securities register at the close of business on the record date for notice of a meeting at which directors are to be voted upon as a shareholder entitled to vote) may give notice (if such person remains a shareholder as of the date of notice) to the Registrant of a director nomination. Such notice must be timely and must be made in proper form to the Registrant’s secretary at the Registrant’s principal executive offices in person or by facsimile. Additionally, the Registrant may require any proposed nominee to furnish such other information (including any written consent to act as a director) as may reasonably be required under the BCA, applicable securities laws or the rules of any stock exchange on which the Common Shares are listed. The Registrant’s board of directors may waive any of the foregoing requirements.

To be timely, such notice must be given (a) in the case of an annual general meeting, not later than the close of business on the 30th day prior to the meeting, provided that if the meeting is to be on a date that is less than 50 days after the public announcement thereof, such notice may be made not later than the close of business on the 10th day following the notice date, and (b) in the case of a special meeting, not later than the close of business on the 15th day following the day on which the first public announcement of the special meeting was made.

Under the BCA, shareholder proposals, may be made by eligible registered or beneficial holders of shares entitled to vote at an annual meeting of shareholders so long as the shareholder has held such shares uninterrupted for a period of at least two years before the date of signing of the proposal, and who together in the aggregate constitute at least 1/100 of the issued shares of the Registrant or have a fair market value in excess of the prescribed amount (currently $2,000). Those registered or beneficial holders must alongside the proposal submit and sign a declaration providing the requisite information under the BCA. To be a valid proposal, the proposal must be submitted at least three months before the anniversary of the previous year’s annual general meeting.

Listing of MDA Common Shares

The Common Shares are currently listed on the TSX under the symbol “MDA”. The Registrant intends to apply to list its Common Shares on the NYSE or NASDAQ. It is expected that, following consummation of the transaction in which the Registrant will acquire 100% of the outstanding shares of DigitalGlobe, Inc., the Common Shares will trade in US dollars on the NYSE or NASDAQ and in Canadian dollars on the TSX.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s articles provide that the registrant must indemnify an eligible party against all eligible penalties and pay expenses in advance for an eligible proceeding, subject to the BCA. Additionally, the Registrant may indemnify any other person, subject to the BCA.

Under the BCA, and for purposes of the Registrant’s articles, an “eligible party”, includes but is not limited to, a director or officer of the Registrant, a former director or officer of the Registrant or a person who acts or acted as a director or officer or an individual acting in a similar capacity of another entity for one of the Registrant’s affiliates or at the Registrant’s request.

Under the BCA, the Registrant may indemnify an eligible party against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of such party having been an eligible party, to which such party is or may be liable. Under the BCA, the Registrant may, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding. Prior to the final disposition, the Registrant may pay, as they are incurred, the expenses actually and reasonably incurred by an eligible party if they commit in writing to undertake that if the indemnification is prohibited pursuant to the BCA, the eligible party will repay the amounts advanced.

Under the BCA, indemnification of an eligible party is prohibited if:

•

the indemnity or payment is made under an earlier agreement and at the time the agreement to indemnify or pay expenses was made the Registrant was prohibited from doing so under its articles;

•

the indemnity or payment is made other than under an earlier agreement and at the time when the indemnity or payment is made, the Registrant is prohibited from doing so under its articles;

•

if in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Registrant or the associated corporation, as the case may be; or

•

in the case of an eligible proceeding other than a civil proceeding, the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

Additionally, in the case of a derivative action on behalf of the Registrant or on behalf of an associated corporation, the Registrant must not indemnify an eligible party for any penalties the eligible party is or may be liable for and the Registrant must not pay the expenses of the eligible party after the final disposition nor advance expenses to the eligible party.

Pursuant to the BCA and the Registrant’s articles, the Registrant may purchase and maintain insurance against liability asserted against or incurred by any of the eligible persons.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California on July 14, 2017.


MACDONALD, DETTWILER AND ASSOCIATES LTD.

By:		/s/ Howard L. Lance
		Name: Howard L. Lance
		Title: President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michelle D. Kley and Howard L. Lance, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in their capacities indicated and on July 14, 2017.


Signature		Title

/s/ Howard L. Lance		President and Chief Executive Officer and Director (Principal Executive Officer)
Howard L. Lance

/s/ Anil Wirasekara		Executive Vice President and Chief Financial Officer ( Principal Financial Officer)
Anil Wirasekara

/s/ Angela Lau		Senior Vice President, Finance & Corporate Secretary ( Principal Accounting Officer )
Angela Lau

/s/ Dennis H. Chookaszian		Director
Dennis H. Chookaszian

/s/ Lori B. Garver		Director
Lori B. Garver

/s/ Joanne O. Isham		Director
Joanne O. Isham

/s/ C. Robert Kehler		Director
C. Robert Kehler

/s/ Eric J. Zahler		Director
Eric J. Zahler

EXHIBIT INDEX


Exhibit Number		Description

4.1		Articles of MacDonald, Dettwiler and Associates Ltd., dated May 16, 2016 (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form F-4 (File No. 333-217512), originally filed with the Commission on April 27, 2017, as amended).

4.2		Shareholder Rights Plan Agreement, dated January 8, 2008 between the Registrant and Computershare Investor Services Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-4 (File No. 333-217512), originally filed with the Commission on April 27, 2017, as amended).

4.3*		MacDonald, Dettwiler and Associates Ltd. Directors’ Deferred Share Unit Plan.

4.4*		MacDonald, Dettwiler and Associates Ltd. Employee Share Purchase Plan.

4.5*		MacDonald, Dettwiler and Associates Ltd. 2013 Long Term Incentive Plan.

4.6*		MacDonald, Dettwiler and Associates Ltd. 2014 Long Term Incentive Plan.

4.7*		MacDonald, Dettwiler and Associates Ltd. 2015 Long Term Incentive Plan.

4.8*		MacDonald, Dettwiler and Associates Ltd. 2016 Long Term Incentive Plan.

4.9*		Form Award Agreement – 2013 Long Term Incentive Plan.

4.10*		Form Award Agreement (Canadian Employees) – 2014 Long Term Incentive Plan.

4.11*		Form Award Agreement (U.S. Employees) – 2014 Long Term Incentive Plan.

4.12*		Form Award Agreement (Canadian Employees) – 2015 Long Term Incentive Plan.

4.13*		Form Award Agreement (U.S. Employees) – 2015 Long Term Incentive Plan.

4.14*		Form Award Agreement (Canadian Employees) – 2016 Long Term Incentive Plan.

4.15*		Form Award Agreement (U.S. Employees) – 2016 Long Term Incentive Plan.

5.1*		Opinion of Farris, Vaughan, Wills & Murphy LLP as to the legality of the securities being registered.

23.1*		Consent of PricewaterhouseCoopers LLP.

23.2*		Consent of KPMG LLP.

23.3*		Consent of Farris, Vaughan, Wills & Murphy LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included as part of the signature page to this Registration Statement).

*	Filed herewith.

Exhibit 4.3

MACDONALD, DETTWILER AND ASSOCIATES LTD.

DIRECTORS’ DEFERRED SHARE UNIT PLAN

1.	Purpose of the Plan

The purpose of this Directors’ Deferred Share Unit Plan is to advance the interests of MacDonald, Dettwiler and Associates Ltd. (“MDA or “Company”) and its shareholders by enabling MDA to attract and retain the highest stature of directors and to align the interests of the directors with those of the shareholders.

2.	Definitions

For the purposes of this Plan and related documents, the following definitions apply:

“ Act ” means the Canada Business Corporations Act , as amended.

“ Affiliate ” has the meaning specified in the Act.

“ Annual Retainer ” means the annual retainer paid by the Company to the Directors for being directors of the Company; including the annual retainer paid to the Chair, but not including any annual retainer paid to any Director for acting as chair of any committee of the Board.

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

“ Committee ” means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board.

“ Company ” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“ Director ” means a Person who is a member of the Board.

“ DSU ” means a deferred share unit issued to a Participant under the Plan.

“ DSU Bank ” means the accumulated entitlement to all DSU’s that have been issued to a Participant pursuant to this Plan.

“ Effective Date ” means October 1, 2003.

“ Eligible Director ” means

(a)

any Person who is not an employee of the Company or any Subsidiary, and who becomes Director of the Company after the Effective Date;

(b)

any Non-Employee Director of the Company who was a Director as at the Effective Date, and who returns to the Company for cancellation any options held under the Option Plan; or

(c)

any Non-Employee of the Company who was a Director as at the Effective Date, and who has been a Director of the Company for a period of five years from the date of his or her initial appointment or election.

“ Equivalent Amount ” means, on a particular date in respect of an amount expressed in a currency other than Canadian dollars, the equivalent amount in Canadian dollars in the case of US dollars, determined by reference to the Bank of Canada noon rate at which Canadian dollars may be exchanged into such currency as published on the Reuters Screen BOFC, and in the case of a currency other than US dollars, ascertained by reference to any other means (as selected by the Board) by which such rate is quoted or published from time to time by the Bank of Canada; provided that, if at the time of any such determination, for any reason, no such exchange rate is being quoted or published, the Board may use such reasonable method as it considers appropriate to ascertain such rate, and the resulting determination shall be conclusive absent manifest error.

“ Fair Market Value of a Share ” means the closing sale price of the Shares on the Toronto Stock Exchange or, if that measure of price is not available, in a national market system for securities on the day before the issue date or the day before the day on which any action is to be taken as herein provided. In the event that there are no sales of Shares on any such exchange or market on the issue date (or such other day as is specified herein), the fair market value of Shares on the day before the issue date or such other day on which any action is to be taken or any determination is to be made as herein provided shall be deemed to be the closing sale price on the next preceding day on which Shares were sold on any such exchange or market. In the event that the Shares are not listed on any such market or exchange on the applicable date, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion.

“ Minimum Shareholding Threshold ” means for each Participant, a number of Shares and/or DSU’s held by that Participant having a value equal to five times the aggregate of (i) the Annual Retainer paid to that Participant, and (ii) the dollar value of the DSU’s issued to that Participant, for any year; where the value of the Shares shall be equal to the Fair Value of a Share on the date of determination multiplied by the number of Shares held by the Participant and the value of DSU’s shall be equal to the Fair Value of a Share on the date of determination multiplied by the number of DSU’s in the DSU Bank of that Participant.

“ Non-Employee Director ” means any Director of the Company who is not an employee of the Company or any Subsidiary of the Company.

“ Option Plan ” means the Company’s 1999 Stock Option and Incentive Plan, as amended from time to time.

“ Participant ” means a person who receives or holds DSU’s under the Plan.

- 2 -

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Plan ” means this Directors’ Deferred Share Unit Plan, as amended from time to time.

“ Securities Laws ” means all applicable laws, rules, regulations, rules, orders, and published policies relating in full or in part to trading in securities, to the extent legally enforceable.

“ Security-Based Compensation Arrangement ” means an option, option plan, employee share purchase plan, long-term incentive plan, phantom unit plan or any other compensation or incentive mechanism pursuant to which Shares from treasury are being issued to one or more directors, officers or employees of the Company or any subsidiary or current or past full-time or part-time employees of the Company or any subsidiary.

“ Shares ” means common shares in the capital of the Company.

“ Subsidiary ” has the meaning specified in the Act.

“ Termination Date ” means the date that the Participant voluntarily resigns or a Director ceases to be a Director of the Company.

3.	Administration of Plan

(a)

The Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of the Plan, to:

(i)

determine the terms and conditions of each issue of DSU’s, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of any DSU’s issued;

(ii)

adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of the Plan;

(iii)

interpret the provisions of the Plan and of any issue of DSU’s made hereunder and decide any questions and settle all controversies and disputes that may arise in connection with the Plan;

(iv)

waive the terms of the Plan in specific circumstances, or make such other determinations as it deems necessary or desirable for effective administration, in accordance with the purpose and objectives of the Plan; and

(v)

make, waive or revoke rules and regulations pertaining to the Plan.

Notwithstanding the foregoing, the Committee cannot alter or waive any provision of the Plan that would have the effect of permitting a Participant to obtain any benefit or payout under the Plan earlier than set forth herein.

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All decisions, determinations, interpretations or other actions by the Board with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, and Participants and their respective legal representatives, their successors in interest and permitted assigns and upon all other Persons claiming by, through, under or against any of them.

(b)

Subject to the Act but otherwise in its sole discretion, the Board may delegate some of its powers with respect to the Plan to a Committee (in which case references to the Board in this Plan shall be deemed to refer to the Committee, where appropriate).

4.	Effective Date

The Plan shall be effective as of the Effective Date.

5.	Issue of DSU’s

(a)

Each Eligible Director will be issued quarterly on the first business day of each quarter (January 1, April 1, July 1, October 1), a number of DSU’s equal to the quotient of:

(i)

one-quarter of that Eligible Director’s Annual Retainer, or one-quarter of the Equivalent Amount of the Annual Retainer calculated as of the day before the issue date; divided by

(ii)

the Fair Market Value of a Share,

rounded to the nearest second decimal.

(b)

If a person becomes an Eligible Director after January 1 of any year, that Eligible Director will be issued on the day such person becomes an Eligible Director, a number of DSU’s equal to the quotient of that Eligible Director’s pro rata portion of one-quarter of his or her Annual Retainer, or the pro-rata Equivalent Amount of one-quarter of the Annual Retainer calculated as of the day before the issue date, divided by the Fair Market Value of a Share, rounded to the second decimal. After the first calendar quarter of that Eligible Director, the Eligible Director will receive DSU’s calculated pursuant to Section 5(a) for the balance of the quarters of that calendar year. For the purposes hereof, pro rata portion of one-quarter of the Annual Retainer will be determined by multiplying one-quarter of the Annual Retainer which would have been paid to an Eligible Director for the quarter in which the person became an Eligible Director by the fraction of the number of days in the calendar quarter that the person is an Eligible Director over the total number of days in that quarter.

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(c)

Notwithstanding the foregoing (a) and (b), any Participant who holds the Minimum Shareholding Threshold in Shares and/or DSU’s as at December 1 of any year, may elect annually, by notice in writing given to the Corporate Secretary on or before December 15, to have the amount of the DSU’s issuable to him or her pursuant to Section 5(a) hereof paid in cash in which event, the Company will pay to that Participant, subject as hereinafter provided, on the days as set forth in Section 5(a) an amount equal to the number of DSU’s that would be issuable to him or her pursuant to Section 5(a) multiplied by the Fair Value of a Share, less any applicable amount required to be withheld under any applicable income tax laws. If a Participant has given written notice as provided in this Section 5(c), such election shall continue to bind that Participant until the earlier of (i) the day of which DSU’s are to be issued pursuant to Section 5(a), if on the day that is three days prior to that date, the Participant shall cease to hold the number of Shares and/or DSU’s necessary to satisfy the Minimum Shareholding Threshold; and (ii) if a Participant has given written notice to the Corporate Secretary at least two weeks prior to the date of which any portion of the Annual Retainer is to be paid by the Company terminating any election made pursuant to Section 5(c), on the date the payment of the portion of the Annual Retainer is to be made. Notwithstanding the foregoing for 2015, the notice that may be given by a Participant to make the election hereunder may be given on or before March 15, 2015 with respect to 2015.

6.	Election with respect to Annual Retainer

Each Participant may elect, by notice in writing given to the Corporate Secretary on or before December 15 of any year to have his or her Annual Retainer for the following year, or the Equivalent Amount thereof, issued in DSU’s. The DSU’s issued under this Section 6, from time to time, will be issued on the dates that such Annual Retainer or portion hereunder is paid to such Participants. The number of DSU’s to be issued will be equal to the quotient of:

(a)

the amount of the electing Director’s Annual Retainer to be paid on that issue date, or the Equivalent Amount thereof calculated as of the day before the issue date; divided by

(b)

the Fair Market Value of a Share,

rounded to the nearest second decimal.

If a Participant has given a written notice as provided in this Section 6, such election shall continue to bind that Participant until the Participant gives written notice to the Corporate Secretary, at least 2 weeks prior to the date on which any portion of the Annual Retainer is paid, terminating such election.

7.	Increase of DSU’s on Payment of Dividends

The number of DSU’s in each Participant’s DSU Bank will be increased between the period from the date of issue to that Participant’s Termination Date by an amount equal to the quotient of the dollar amount of any dividend declared by the Company to holders of Shares, from time to time, multiplied by the number of DSU’s in the Participant’s DSU Bank divided by the Fair Market Value of a Share at the date of dividend payment, rounded to the second decimal.

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8.	Adjustments

If the Company will, at any time, issue Shares by way of dividend or other distribution, or effect a Share split or consolidation of the outstanding Shares, the number of DSU’s in each Participant’s DSU Bank will be proportionately adjusted to reflect such Share dividend, Share split or consolidation. In the case of any reclassification capital reorganization or other change of outstanding Shares (other than a change in par value or as a result of an issuance of Shares by way of dividend or other distribution or of a Share split or consolidation) or in case of any consolidation, amalgamation, merger, arrangement, or any business combination of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and does not result in any reclassification, capital reorganization or other change of outstanding Shares) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Board will cause provision to be made to that the number of DSU’s in each Participant’s DSU Bank will be equivalent to the kind and amount of share or other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, amalgamation, merger, business combination, sale or conveyance as would be received by a holder of Shares at the time of such reclassification, capital reorganization or other change, consideration, merger, sale or conveyance.

9.	DSU’s not Securities

DSU’s are not securities and are only a term used to determine a method of paying an incentive to Participants. Under no circumstances will DSU’s be considered Shares, nor entitle any Participant to the exercise of voting rights, the receipt of dividends (other than the DSU’s allocated pursuant to Section 7) or the exercise of any other rights attaching to the ownership of Shares.

10.	Winding Up of a Participant’s DSU Bank

Immediately upon a Participant’s Termination Date, the Company will windup that Participant’s DSU Bank. All DSU’s will be converted into cash and paid to the Participant, less any applicable amounts required to be withheld under any income tax laws (the “ Deductions ”), by the Company within thirty (30) days of the Termination Date. The value for each DSU will be the Fair Market Value of a Share on the Termination Date (or the last trading day of the Toronto Stock Exchange prior to the Termination Date). The effective date, for the purpose of income tax calculation on the proceeds of such windup will be the Termination Date. Notwithstanding the foregoing and provided that the Shares are traded on a recognized stock exchange, the Company shall, at its discretion, on the wind-up of a Participant’s DSU Bank, elect to issue from treasury to that Participant, Shares equal to the number of DSU’s in that Participant’s DSU Bank, which Shares will be issued at the Fair Market Value of a Share on the Termination Date. In the event of the issue of Shares, the Participant shall forthwith pay to the Company in cash an amount equal to the Deductions payable by that Participant. Any issue of Shares hereunder is subject to the prior approval of the Toronto Stock Exchange and the shareholders of the Company.

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11.	Reservation of Shares

There are hereby reserved for issuance pursuant to Section 10 of the Plan, 100,000 Shares.

12.	Limitation of Issue of DSU’s

Any issue of DSU’s shall be subject to the following limits if the Company shall determine to issue Shares from treasury to satisfy the payment of any DSU’s:

(a)

the aggregate number of Shares reserved for issuance upon the exercise of all deferred share units granted under this Plan and any appreciation units granted under any other Security-Based Compensation Arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares;

(b)

the aggregate number of Shares issuable to insiders (as defined in the Securities Act (BC)) under this Plan, and any other Security-Based Compensation Arrangement of the Company cannot at any time exceed 10% of the issued and outstanding Shares; and

(c)

the aggregate number of Shares issued to insiders (as defined in the Securities Act (BC)) under this Plan, and any other Security-Based Compensation Arrangement of the Company within a one-year period, cannot exceed 10% of the issued and outstanding Shares.

13.

Taxes

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, provincial, state, local and other tax required by law to be withheld by the Company with respect to the issue of DSU’s, or with respect to any payment for any DSU’s pursuant to Section 5(c). In the event of the issue of Shares from treasury by the Company to satisfy payment of DSU’s, the Participant shall forthwith pay to the Company the amount of any tax required.

14.	Certain Rights

Neither the adoption of the Plan nor the issue of any DSU’s shall confer upon any Participant any right to continue as a director of the Company or affect in any way the rights of the shareholders or the Board with respect thereto.

15.	Corporate Action

Nothing contained in the Plan shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company, acting in good faith, to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any outstanding DSU’s, provided that the Company shall not undertake any such corporate action with the intent to adversely prejudice any outstanding DSU’s.

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16.	Amendment or Termination of Plan

(a)

The following amendments to the Plan or to DSU’s granted thereunder must be approved by the shareholders of the Company:

(i)

an amendment allowing a Participant to transfer DSU’s, other than by will or pursuant to the laws of succession;

(ii)

an increase in the number of treasury Shares reserved for issuance under the Plan.

(b)

Subject to the foregoing paragraph, the Board may amend, suspend or terminate the Plan and any DSU’s granted thereunder without obtaining the prior approval of the shareholders. However, the Board must obtain, where necessary, the prior consent of applicable regulatory authorities and the Toronto Stock Exchange. Without limiting the generality of the foregoing, the Board may decide to:

(i)

wind up, suspend or terminate the Plan;

(ii)

terminate a DSU granted under the Plan;

(iii)

modify the eligibility for, and limitations on, participation in the Plan;

(iv)

modify the terms on which the DSU’s may be granted, terminated, cancelled and adjusted;

(v)

amend the provisions of the Plan to comply with applicable laws, the requirements of regulatory authorities or applicable stock exchanges;

(vi)

amend the Plan or a DSU to correct or rectify an ambiguity, a deficient or inapplicable provision, an error or an omission; and

(vii)

amend a provision of the Plan relating to the administration or technical aspect of the Plan.

The amendments, suspension or termination of the Plan shall not, except with the written consent of the Participants concerned, in any way affect the terms and conditions of DSU’s previously granted under the Plan if such amendment would materially adversely affect the rights of a Participant.

For greater certainty, the only effect of a termination of the Plan will be that, subject to the following, the award of additional DSU’s will be discontinued as of a specific date and no new participants will be admitted to the Plan thereafter.

17.	Notices

Any notice to be given to a Participant may be delivered personally, by facsimile or using regular mail or courier services to the address for the Participant as shown in the books of the Company. Any notice given to the Company may be delivered personally, by facsimile or using regular mail or courier services to the Corporate Secretary at the address of the Company at 13800 Commerce Parkway, Richmond, B.C., V6V 2J3.

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18.	General Provisions

(a)

Non-Transferability of DSU’s . No DSU’s may be transferred, encumbered, pledged or alienated in any way other than by will or by the laws of succession, and subject to the terms of the Plan.

(b)

Titles and Headings . Titles and headings of sections of the Plan are for convenience of reference only and shall not affect the construction of any provision of the Plan.

(c)

Governing Law . The Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the Province of British Columbia and the federal laws of Canada applicable therein.

(d)

Severability . If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

The Plan was duly adopted by the Board of Directors of the Company as of November 5, 2003 and as amended effective February 24, 2011, October 28, 2014 and February 25, 2015.

“Gordon Thiessen”

Corporate Secretary

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Exhibit 4.4

MacDonald, Dettwiler and Associates Ltd.

MDA

EMPLOYEE SHARE PURCHASE PLAN

PLAN TERMS

(Effective October 1, 2001 as amended October, 2005)

TABLE OF CONTENTS


ARTICLE 1		1
1.1	Definitions	1
1.2	Headings	3
1.3	Number and Gender	3

ARTICLE 2		4
2.1	Establishing the Plan	4
2.2	Source of Contribution	4

ARTICLE 3		4
3.1	Eligibility	4
3.2	Right to Refuse Participation	4
3.3	Enrollment	4
3.4	Notice of Participation to Plan Administrator	4

ARTICLE 4		5
4.1	Participant Contributions	5
4.2	Allocation of Participant Contributions	6
4.3	Timing of Participant Contributions	6

ARTICLE 5		6
5.1	Investment of Contributions	6
5.2	Issue from Treasury	6
5.3	Limitation of Issue	7
5.4	Holding of Participant Account Assets	7
5.5	Purchases and Allocation of Common Shares	7
5.6	Allocation of Income	7
5.7	Right to Withdraw Common Shares	7
5.8	Enrollment in the Registered Retirement Savings Plan	8
5.9	Transfer of Common Shares to the Registered Retirement Savings Plan with the RRSP Plan	9
5.10	Right to Transfer to Another Registered Retirement Savings Plan	9
5.11	Right to De-Register	9
5.12	Brokerage Commissions and Administrative Fees	9
5.13	Termination of Participation	9

ARTICLE 6		10
6.1	Voting	10
6.2	Securities Held by Plan Administrator	10



ARTICLE 7		10
7.1	Termination Settlement	10
7.2	No Contributions in Last Month	11
7.3	Discharge of Obligations	11

ARTICLE 8		11
8.1	Entitlement of a Beneficiary	11
8.2	Disability or Leave of Absence	11

ARTICLE 9		11
9.1	Plan Amendment or Termination	11
9.2	Plan Administrator Duties	11
9.3	Termination of Plan	12

ARTICLE 10		12
10.1	Voluntary Plan	12
10.2	The Administrator	12
10.3	No Assignment	12
10.4	Applicable Law	12
10.5	Bankruptcy of Employer	13
10.6	Plan Administrator	13
10.7	Further Agreements	13
10.8	Administration by Plan Administrator	13
10.9	Records	13
10.10	Issue of Statements	13
10.11	Expenses	13
10.12	Tax Matters	14
10.13	Enurement	14
10.14	Severability	14

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MDA EMPLOYEE SHARE PURCHASE PLAN

ARTICLE 1

INTERPRETATION

1.1 Definitions

For purposes of this Plan, the expressions set forth below shall have the following meanings:

“ Administrator ” means the person or persons appointed from time to time by the Company to administer the Plan;

“ Allocated Common Shares ” mean the whole Common Shares allocated to a Participant’s Account as at the end of the second month prior to the applicable Withdrawal Period. For example, during the April Withdrawal Period the Allocated Common Shares in a Participant’s Account are those allocated up to the last day of February;

“ Average Market Price ” means the weighted average market price of the Common Shares on the Toronto Stock Exchange for the 5 trading days immediately preceding the Investment Date;

“ Beneficiary ” means any person or persons designated by a Participant in an enrollment form, in the form provided from time to time by an Employee, to receive benefits hereunder in the event of the death of such Participant and as described in Section 4.4;

“ Board of Directors ” means the board of directors of the Company;

“ Business Day ” means any day that is not a Saturday, a Sunday or a statutory holiday in the jurisdiction in which the Plan Administrator is located, and if there are one or more Plan Administrators, the jurisdiction in which the Plan Administrator designated by the Company for any Participant or group of Participants is located;

“ Common Shares ” mean Common Shares of the Company;

“ Company ” means MacDonald, Dettwiler and Associates Ltd., a company amalgamated under the laws of Canada;

“ Effective Date ” means October 1, 2001;

“ Eligible Compensation ” means the regular annual base salary of a Participant, but does not include any variable compensation, bonuses, sales commission, payment for overtime, long-term disability payments, premium payments, differentials, achievement award payments, any special compensation or any mid-year salary increases;

“ Employee ” or “ Employees ” means any person or persons, including officers of an Employer, on the payroll of an Employer as an active, permanent full-time or permanent part-time employee who works at least 20 hours per week on a regular full-time basis, including any employee on maternity or parental leave or on leave of absence with a job guarantee of the Employer, excluding inactive employees, hourly, co-op/intern and assignment/contract employees, personal service contractors and consultants;

“ Employer ” means the Company, any of its subsidiaries or such other corporation or entity as may from time to time be designated by the Company. References herein to “an Employer” or “the Employer” shall be references to each Employer in the context of the Employees or Participants of such Employer;

“ Enrollment Date ” means, in respect of an Employee, the date of enrollment as a Participant in the Plan, which date shall be the first day of the pay period on which Participant Contributions to this Plan commence, or the date the initial Lump Sum Payment is received from an Employee when that Employee first enrols as a Participant in the Plan;

“ Investment Date ” means the last Business Day of each month on which investments are made pursuant to Sections 5.1 of this Plan;

“ Issue Price ” shall have the meaning set forth in Section 5.1 hereof;

“ Lump Sum Payment ” means a one-time annual payment made by a Participant as provided in section 4.1(a) of the Plan;

“ Maximum Annual Amount ” means 300,000 Common Shares, or such other amount as from time to time determined by the Board of Directors;

“ Maximum Annual Contribution ” means initially an amount of $20,000 CDN and, thereafter such other amount as determined by the Administrator at the beginning of each Plan Year; such Maximum Annual Contribution shall be converted into the currency that the Employee receives his or her compensation in, by the Administrator, based on the applicable exchange rate as quoted by the Bank of Canada noon rate at the beginning of each Plan Year;

“ Participant ” means an Employee who complies with the provisions of Article 3 hereof and executes an enrollment form in the form provided from time to time by an Employer;

“ Participant Account ” means an account maintained by the Plan Administrator in the name of each Participant for Participant Contributions made in respect of each Participant and any income or loss arising from the investment of such Participant Contributions;

“ Participant Account Assets ” mean securities and other assets held from time to time in a Participant Account;

“ Participant Contributions ” mean contributions made by a Participant on his or her own behalf pursuant to Section 4.1(a) of this Plan;

“ Participant’s Election ” means a notification in writing or in such other form acceptable to the Plan Administrator and the Company delivered by the Participant to the Plan Administrator requesting the withdrawal of an amount not exceeding the amount permitted to be withdrawn from the Participant Account of such Participant at such time.

“ Plan ” means the employee share purchase plan set forth herein and as amended from time to time which shall be referred to as the “MDA Employee Share Purchase Plan”;

“ Plan Administration Agreement ” means any agreement entered into between the Company and a Plan Administrator which sets out the authority of the Plan Administrator under the Plan; and

“ Plan Administrator ” means a trust company or trust companies from time to time appointed by the Company to be Plan Administrator of the Plan and with whom the Company enters into a Plan Administration Agreement with respect thereto and if there is more than one Plan Administrator, for any particular group of Participants means that Plan Administrator designated by the Company by written notice to the Participants as the Plan Administrator for that group of Participants.

“ Plan Year ” means the period beginning on the Effective Date and ending on the day twelve months thereafter and each twelve month period thereafter;

“RRSP” means a Registered Retirement Savings Plan established under the Income Tax Act (Canada);

“RRSP Plan” means the group RRSP’s established by the Trustee on the instructions of individual Participants in accordance with Section 5.8;

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time and the equivalent taxation statute in any other jurisdiction in which a Participant resides;

“Trustee” means Computershare Trust Company of Canada or such other trust company as may from time to time be appointed by the Board of Directors to act as trustee for the RRSP Plan; and

“Withdrawal Period” means the months of January, April, July and October in any calendar year.

1.2 Headings

Article and section headings are convenient references only and shall not be deemed to be a part of the substance of this instrument or in any way enlarge or limit the contents of any Article, section or paragraph.

1.3 Number and Gender

In this instrument words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing persons include firms or companies and vice versa.

ARTICLE 2

PURPOSE OF THE PLAN

2.1 Establishing the Plan

(a)

The Plan is hereby established for the benefit of Employees to be effective from and after the Effective Date.

(b)

The purpose of the Plan is to encourage Employees to invest in Common Shares through Participant Contributions, thereby providing the Employee with an opportunity to share in the growth and success of the Company and its subsidiaries.

2.2 Source of Contribution

Contributions to the Plan will be made by the Participants pursuant to Article 4.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility

All Employees, as defined herein, are eligible to participate in the Plan.

3.2 Right to Refuse Participation

The Employer, in its absolute discretion, shall have the right to refuse any Employee or group of Employees the right of participation or continued participation in the Plan.

3.3 Enrollment

Employees may elect to enroll in the Plan at any time by signing and delivering to the Employer an enrollment form or any other method provided from time to time by an Employer. Participation shall commence on the Enrollment Date, subject to receipt by Administrator of the enrollment forms within a date prior to the Enrollment Date as specified by the Administrator. By the delivery of such form to the Employer, an Employee shall be deemed to have among other things, confirmed that a copy of the Plan has been made available to such Employee, and agreed to be bound by all the terms and conditions of the Plan.

3.4 Notice of Participation to Plan Administrator

At the time that Participant Contributions are made, the Employer shall submit to the Plan Administrator a file or record listing each Participant’s name and the amount of the Participant Contributions to be allocated to each such Participant Account.

ARTICLE 4

PARTICIPANT CONTRIBUTIONS

4.1 Participant Contributions

(a)

A Participant may make contributions to the Plan in the following manner:

(i)

in respect of each pay period by payroll deduction of an amount between one and ten percent of such Participant’s Eligible Compensation as elected by the Participant at the time of enrollment or as herein provided, on a pro rata basis per pay period;

(ii)

a one-time Lump Sum Payment, per calendar year as elected by the Participant upon giving 5 Business Days notice to the Plan Administrator; or

(iii)

a combination of payments pursuant to (i) and (ii);

provided however that all Participant Contributions for a Participant in any calendar year shall not exceed the Maximum Annual Contribution.

(b)

A Participant may change the designated percentage payroll deduction within the range set out in Section 4.1(a) at any time by completing and delivering the form or any other method provided by the Employer for this purpose at least 5 Business Days prior to the commencement of the pay period from which such change is to take effect.

(c)

A Participant may cancel payroll deductions at any time by completing and delivering the form or any other method provided by the Employer for this purpose at least 5 Business Days prior to the commencement of the pay period for which such cancellation is to take effect. A Participant so choosing to cancel may be eligible for participation and the resumption of payroll deductions for the subsequent participation period, with the approval of the Employer, in its discretion, by completing and delivering the form or any other method provided by the Employer for this purpose electing the amount to be contributed as set out in Section 4.1(a) at least 5 Business Days prior to the commencement of the pay period from which resumption of participation is to take place if so approved by the Employer. During a period of cancellation a Participant shall continue to be a member of the Plan for all purposes other than the making of contributions by the Participant.

(d)

If a Participant is on maternity or parental leave, or on leave of absence with a guaranteed return, and wishes to continue participation in the Plan, that Participant shall provide the Company with post-dated cheques payable on the first day of each month, with respect to that Participant’s Contributions to the Plan, for the period of that leave.

4.2 Allocation of Participant Contributions

Participant Contributions made by a Participant to the Plan shall be credited to the Participant Account in respect of such Participant upon receipt thereof by the Plan Administrator and any Participant’s Contribution which is received in a currency other than Canadian dollars will be converted to Canadian dollars by the Administrator, based on the applicable exchange rate of that currency to Canadian dollars at the Bank of Canada noon rate on the pay period end date.

4.3 Timing of Participant Contributions

Participant Contributions to the Plan shall be made in respect of each pay period of Participants. Notification of contribution shall be forwarded by the Employer to the Plan Administrator on a monthly basis in respect of such Participant.

ARTICLE 5

INVESTMENT OF CONTRIBUTIONS

5.1 Investment of Contributions

After notification of Participant Contributions, Market Price and an Investment Date, the Plan Administrator shall invest all uninvested amounts which have been credited to the Participant Accounts since the last Investment Date, together with all dividends received thereon, if any. Such amounts shall be invested in Common Shares which shall be purchased from the Company at a price equal to 85% of the Average Market Price on an Investment Date (the “Issue Price”) up to the maximum number of Common Shares as may be issued as provided in Section 6.2 hereof. No interest will be paid on any funds held by the Plan Administrator between any Investment Dates.

5.2 Issue From Treasury

(a)

The maximum number of Common Shares which is to be issued by the Company under the Plan is 1,500,000 Common Shares with the maximum number to be issued in any Plan Year up to the Maximum Annual Amount. This prescribed maximum may be subsequently increased to any other specific amount, subject to applicable securities laws and the rules and regulations of the stock exchange on which the Common Shares are listed and such shareholder approvals as may be required by such exchange.

(b)

If the Maximum Annual Amount of Common Shares to be issued is less than the aggregate of number of Common Shares issued to that date and the number of Common Shares to be issued on any Investment Date, the number of Common Shares to be issued to the Participants on that Investment Date will be issued on a pro rata basis to the Participants.

(c)

The Company shall forthwith give notice to the Participant when the Maximum Annual Amount is or has been reached and no further Participant Contributions or any Lump Sum Payment shall be taken after that date for that Plan Year and the Plan shall be suspended for the purpose of the acceptance of Participant Contributions and the issue of Common Shares for the balance of that Plan Year.

5.3 Limitation of Issue

Notwithstanding any other provision hereof, the majority of the Common Shares issuable hereunder shall not be issued to any insiders of the Company (as defined in the Rules of the Toronto Stock Exchange).

5.4 Holding of Participant Account Assets

All Participant Account Assets held by the Plan Administrator shall, to the extent possible, be registered in the name of the Plan Administrator or its nominee and remain so registered until such time as a Participant’s Election pursuant to Section 5.7 is received by the Plan Administrator or a Participant otherwise withdraws or is deemed to have withdrawn from this Plan.

5.5 Purchases and Allocation of Common Shares

On each Investment Date, the Plan Administrator shall purchase with the funds provided, Common Shares sufficient to satisfy all Participant Contributions received for the period.

After the Investment Date, the Plan Administrator shall allocate Common Shares to each Participant Account on a full or fractional share basis, as appropriate.

5.6 Allocation of Income

All income, including without limitation dividends, if any, in respect of a Participant Account shall be credited to that Participant Account upon receipt or realization of such income by the Plan Administrator.

5.7 Right to Withdraw Common Shares

(a)

A Participant, on any Business Day during a Withdrawal Period, may by filing a Participant’s Election, withdraw all or part of the Allocated Common Shares in his or her Participant Account. Common Shares may be withdrawn in paper certificate, electronic transfer to a broker of choice or transfer to a RRSP account under the RRSP Plan or may be requested to be sold by the Plan Administrator. The cost of the first two withdrawals by way of electronic transfer to a broker per calendar year will be paid by the Company and any other or more withdrawals in any other form in that year will be paid by the Participant.

(b)

Within 7 Business Days after receiving a Participant’s Election, the Plan Administrator shall carry out the instructions contained therein. A payment for the value of any uninvested funds or for any fractional interest in a Common Share held in the Participant Account for such Participant will be sent to a Participant only upon termination of participation pursuant to Section 5.13 or termination of employment pursuant to Section 7.1. Payment for fractional interests shall be made at the average price for the applicable Common Shares on the Toronto Stock Exchange on the applicable Investment Date on which Common Shares are being purchased hereunder.

5.8 Enrolment in the Registered Retirement Savings Plan

A Participant may elect to hold all or part of the Common Shares acquired with Participant Contributions and held in his or her Participant’s Account in an RRSP under the RRSP Plan by filing with the Plan Administrator a completed application for a RRSP under the RRSP Plan in the form prescribed by the Company. Any Common Shares held by the Trustee pursuant to the RRSP under the RRSP Plan are held in trust for the account of the individual Participants in that RRSP and a Participant shall be the beneficial owner of all Common Shares held on his or her behalf in that RRSP.

5.9 Transfer of Common Shares to the Registered Retirement Savings Plan within the RRSP Plan

In the event that a Participant wishes to transfer any Allocated Common Shares acquired with Participant Contributions pursuant to the Plan into an RRSP under the RRSP Plan, he or she may do so, on any Business Day during any Withdrawal Period by completing the form prescribed by the Company and filing same with the Company and the Plan Administrator authorizing the Plan Administrator to transfer a specified number of Allocated Common Shares from his or her Participant’s Account to that RRSP. It is the Participant’s sole responsibility to ensure that his or her RRSP contributions, do not, in conjunction with other RRSP contributions of that Participant, exceed his or her maximum RRSP contribution level for income tax purposes.

5.10 Right to Transfer to another Registered Retirement Savings Plan

A Participant may make transfers of Common Shares from his or her RRSP under the RRSP Plan only as set out in this Section. At any Withdrawal Period, a Participant may, upon completion of the form prescribed by the Company and filing same with the Company and the Plan Administrator on any Business Day during any Withdrawal Period, request that all or a portion of the Common Shares in that Participant’s RRSP under the RRSP Plan be transferred in certificate form to, or be sold and the proceeds transferred to another RRSP in the Participant’s name which may not be under the RRSP Plan.

5.11 Right to De-Register

A Participant may de-register Common Shares held in his or her RRSP under the RRSP Plan only as set out in this Section. On any Business Day during any Withdrawal Period, a Participant may, upon completion of the form prescribed and filing same with the Company and the Plan Administrator request that all or a portion of the Common Shares in that Participant’s RRSP under the RRSP Plan be de-registered and sold and the net sale proceeds forwarded to the Participant.

5.12 Brokerage Commissions and Administrative Fees

A Participant will be responsible for paying any brokerage commissions or administration fees charged by the Plan Administrator or the Company with respect to any transfers or sales of Common Shares held in his or her RRSP under the RRSP Plan. The Company may, at its option, elect to impose an administration fee or commission on the transfer or sale of any Common Shares held in a Participant’s RRSP under the RRSP Plan.

5.13 Termination of Participation

A Participant may terminate participation in the Plan at any time by cancelling payroll deductions as outlined in Section 4.1(c) and by delivering a Participant’s Election to the Plan Administrator in respect of all Participant Account Assets. Any re-enrollment in the Plan by such Participant shall be subject to Section 4.1(c) hereof.

ARTICLE 6

VOTING AND HOLDING OF SECURITIES

6.1 Voting

To the extent that the Common Shares contained in a Participant Account or RRSP under the RRSP Plan constitute voting securities or are entitled to vote on any matter, such securities shall be voted by the Plan Administrator in accordance with the directions, if any, of the Participant and, if no direction has been received by the Plan Administrator, will not be voted in favour of any proposals or resolutions proposed by management of the Company.

6.2 Securities Held by Plan Administrator

While Common Shares are held in the Plan whether in a Participant’s Account or in an RRSP under the RRSP Plan, all warrants, options or rights received on any Common Shares shall be sold by the Plan Administrator on behalf of the Participants.

Dividends on Common Shares held in the Plan whether in a Participant’s Account or in an RRSP under the RRSP Plan, and proceeds from the sale of any options, rights or warrants, received by the Plan Administrator for Common Shares shall be allocated to the appropriate Participant Account or RRSP under the RRSP Plan based on the Common Shares in such account.

ARTICLE 7

TERMINATION OF EMPLOYMENT

7.1 Termination Settlement

(a)

If a Participant ceases to be an Employee for any reason, including death or retirement, the Participant shall be deemed to have ceased to be a Participant in the Plan, payroll deductions will be cancelled and the Participant Account of such Participant shall be terminated. Upon receipt of notification from the Employer that such Participant has ceased to be an Employee (other than on account of the death of such Employee) and if the Plan Administrator does not receive a Participant’s Election upon termination from such Participant, the Plan Administrator shall send to the Participant all vested Participant Account Assets of such Participant registered in the name of such Participant and shall send or cause to be sent a payment for the value of any uninvested funds or any fractional interest in Common Shares held in the Participant Account for such Participant, such fractional interest to be valued as provided in Section 5.7(b) hereof. If a Participant’s Election is received by the Plan Administrator from such Participant, the Plan Administrator shall carry out the instructions contained therein within 10 Business Days of receipt of same and payments shall be made to that Participant within 15 Business Days.

(b)

If a Participant who holds an RRSP under the RRSP Plan, ceases to be an Employee and a Participant as contemplated in Section 7.1(a), he or she shall notify the Plan Administrator upon termination and request, in the prescribed form, that all of the Common Shares in that Participant’s RRSP under the RRSP Plan be transferred in certificate form to, or be sold and the proceeds transferred to another RRSP in the Participant’s name. If the Plan Administrator has not received the required notice and request within 60 days following the termination date of such Participant, the Plan Administrator may, at its option, de-register and sell the Common Shares held in that Participant’s RRSP under the RRSP Plan and forward the net proceeds to the Participant at his or her last known address.

7.2 No Contributions in Last Month

Where employment is terminated, for any reason, there will be no Participant Contributions made during the month of the Employee’s termination of employment.

7.3 Discharge of Obligations

Settlement in the manner herein provided shall serve as full discharge of all obligations of the Employer, the Plan Administrator and the Trustee to a Participant under the Plan.

ARTICLE 8

DEATH, DISABILITY, OR LEAVE OF ABSENCE

8.1 Entitlement of a Beneficiary

If a Participant should die during any period of employment, the Beneficiary or estate of the deceased Participant, as the case may be, shall be entitled to receive all Participant Account Assets and any RRSP under the RRSP Plan of such deceased Participant or cash in lieu thereof as calculated hereunder.

8.2 Disability or Leave of Absence

In the event that a Participant becomes disabled or takes a leave of absence other than as contemplated in the definition of “Employee”, and accordingly, has no Eligible Compensation during the period of disability or leave, no Participant Contributions to the Plan shall be made in respect of such Participant. Continued participation in the Plan or disposition or the Participant Account is at the discretion of the Participant. The Participant must comply with Section 5.7(a) of this Plan.

ARTICLE 9

PLAN AMENDMENT, TERMINATION AND INTERPRETATION

9.1 Plan Amendment or Termination

The Board of Directors reserves the right to discontinue use of payroll deductions or lump sum contributions at any time and further reserves the right to amend, terminate or suspend the Plan, in whole or in part at any time. Any such amendment, termination or suspension will not result in the forfeiture of any funds deducted from the salary of any Participant prior to the date of amendment or termination of the Plan.

9.2 Plan Administrator Duties

No amendment, change or modification shall be made to the Plan which will, without the Plan Administrator’s written consent, alter the duties of the Plan Administrator.

9.3 Termination of Plan

Upon the termination of the Plan for any reason whatsoever, the Plan Administrator shall send to each Participant all of the Participant Account Assets of such Participant registered in the name of such Participant and any RRSP under the RRSP Plan, including, if applicable, a payment for the value of all fractional securities and uninvested contributions held for such Participant in his or her Participant Account.

ARTICLE 10

GENERAL PROVISIONS AND ADMINISTRATION

10.1 Voluntary Plan

This Plan is a voluntary program on the part of the Employer and shall not constitute a consideration for, an inducement to or condition of the employment of any Employee. Nothing contained in this Plan shall give any Participant the right to be retained in the service of the Employer nor shall it interfere with the right of the Employer to discharge any Employee whether a Participant or not at any time. Participation in this Plan will not give any Participant or Beneficiary any right or claim to any benefit except to the extent provided for in the Plan. Dismissal for cause shall not result in a Participant’s forfeiture of vested rights. Cheques for any fractional shares and unvested contributions will be forwarded by the Company.

10.2 The Administrator

The Plan will be administered on behalf of the Employer by the Administrator who is empowered to make and enforce rules with respect to the administration of the Plan, to resolve any ambiguities and to decide questions of eligibility to participate in the Plan on behalf of the Employer. The Administrator may participate in the Plan, if otherwise eligible. The Administrator shall from time to time be entitled to determine additional investments to be included in the authorized investments as set forth herein or as from time to time determined by the Administrator.

10.3 No Assignment

Any benefits payable under the terms of this Plan are for the Participant’s own use and benefit, are not capable of assignment, alienation or surrender without the prior written consent of the Employer, and do not confer upon any Participant, Beneficiary, personal representative, dependent, or any other person, any right or interest in the benefits, if any, capable of being assigned, surrendered, or otherwise alienated.

10.4 Applicable Law

The Plan shall be governed, construed and administered in accordance with the laws of the Province of British Columbia.

10.5 Bankruptcy of Employer

If the Employer is wound up or is or becomes bankrupt, the Participant Account Assets and any RRSP under the RRSP Plan shall, within 90 days thereof, be distributed to Participants on the basis provided in Section 7.1 hereof.

10.6 Plan Administrator

The Employer shall appoint the Plan Administrator or Plan Administrators and shall enter into a Plan Administration Agreement with such Plan Administrator or Plan Administrators. The Plan Administrator shall not be liable to any Participant for any loss resulting from a decline in the market value of any securities purchased by the Plan Administrator on behalf of Participants. The Plan Administrator shall not be liable for any change in the price of securities between the time of a Participant Contribution and the time such purchase or sale takes place, provided that the Plan Administrator, having received proper investment instructions, uses all reasonable efforts to invest such funds on the Investment Date.

10.7 Further Agreements

The Employer may from time to time enter into agreements with the Plan Administrator or other parties and may take such other steps as the Employer may deem necessary or desirable to place this Plan into effect or carry it out.

10.8 Administration by Plan Administrator

The Plan Administrator shall operate and administer all Participant Accounts in accordance with this Plan, the terms of the Plan Administration Agreement and the Tax Act.

10.9 Records

The Plan Administrator 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. Records of the Plan Administrator and the Employer shall be conclusive as to all matters involved in the administration of the Plan.

10.10 Issue of Statements

The Employer will cause the Plan Administrator to provide, at a minimum, on-line access to account history to each Participant setting forth the status of each Participant’s Account and RRSP under the RRSP Plan.

10.11 Expenses

All expenses reasonably incurred in connection with the operation, administration and normal record keeping of the Plan, including compensation of the Plan Administrator, will be paid by the Employer.

10.12 Tax Matters

The Plan Administrator shall issue to all Participants, on a timely basis, the income tax reporting information which is required by the applicable Tax Act and the regulations passed pursuant thereto. A Participant shall be responsible for paying all income and other taxes applicable to the Participant’s Contributions to the Plan and the RRSP under the RRSP Plan and to all transactions involving Common Shares held by the Plan Administrator or Trustee on his or her behalf, including, without limitation, any taxes payable on:

(a) the transfer of Common Shares to a Participant;

(b) the sale or other disposition of Common Shares of a Participant;

(d) the de-registration of Common Shares held in a Participant’s RRSP under the RRSP Plan.

The Plan Administrator is authorized to deduct from any amounts payable to a Participant following the sale of that Participant’s Common Shares any amounts which are required to be withheld on account of taxes.

10.13 Enurement

The rights and obligations of such Employer, the Plan Administrator and the Participants pursuant to this Plan shall be binding upon and shall enure to the benefit of each Employer, the Plan Administrator and the Participants, respectively, and each of their permitted successor and assigns. The rights and obligations of the Plan Administrator and the Participants under this Plan may not be assigned. The rights and obligations of an Employer under this Plan may be assigned by such Employer to a successor in the business of such Employer or to a corporation with which such Employer may amalgamate or merge or a corporation resulting from any reconstruction or reorganization of such Employer.

10.14 Severability

If any provisions of this Plan or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of the Plan and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Exhibit 4.5

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2013 LONG TERM INCENTIVE PLAN

1.	Purpose of the 2013 Plan

The purpose of the 2013 Long Term Incentive Plan (“ 2013 Plan ”) is to advance the interests of MacDonald, Dettwiler and Associates Ltd. (“ MDA ” or “ Company ”) and its shareholders by enabling MDA and other Participating Companies (as defined below) to attract and retain highly talented employees who are in a position to make significant contributions to the success of MDA, to reward them for their contributions to the success of MDA, and to encourage them to increase their proprietary interest in MDA and their personal interest in its continued success and progress.

This 2013 Plan provides for the award of the right to earn Appreciation Units (as herein defined).

2.	Definitions

For the purposes of this 2013 Plan and related documents, the following definitions apply:

“ 2013 Plan ” means this 2013 Long Term Incentive Plan, as amended from time to time.

“ Act” means the Canada Business Corporations Act , as amended.

“ Appreciation Unit ” means an appreciation unit granted to a Grantee pursuant to Section 7 of this 2013 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2013 Plan.

“ AU Value ” with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the Exercise Date less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2013 Plan.

“ Award Agreemen t” means the 2013 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award.

“ Base Price ” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant, less the dollar value of any extraordinary dividend paid by MDA on the Shares. For the purposes hereof an extraordinary dividend shall not include any regular dividend of MDA.

“ Black-Out Period ” means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Company’s securities until the restriction has been lifted by the Company.

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

“ Business Day ” means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business.

“ Committee ” means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company.

“ Company” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“Date of Grant” means the day on which an Award is made under this 2013 Plan.

“ Deductions ” has the meaning set forth in Section 7(d) of this 2013 Plan.

“ Employee ” with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Income Tax Act , (Canada) as amended, or the applicable taxation legislation in the jurisdiction of the Participating Company.

“Exercise Date” means the date on which the Company has received Notice from the Grantee of the exercise of any Appreciation Unit.

“ Fair Market Value of a Share ” means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion.

“ Grantee ” means an Employee who receives an Award or holds an Appreciation Unit under this 2013 Plan.

“Initial Appreciation Unit” means the Appreciation Unit awarded with a Date of Grant of December 1, 2012.

“ Insider ” means:

(a)

an insider as defined under Section 1(12) of the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or Senior Officer of a Subsidiary; and

(b)

an associate, as defined under Section 1(1) of the Securities Act (Ontario), of any person who is an insider by virtue of subparagraph (a).

“ Maturity Date ” for the Initial Appreciation Units means midnight on November 30, 2017, and for any other Appreciation Units granted hereunder means midnight on the Business Day that is five years after the Date of Grant of those Appreciation Units; provided however that if a Maturity Date falls within a Black-Out Period, the Maturity Date will be extended by 10 Business Days after the expiration of the Black-Out Period.

“ Notice ” means notice in writing sent by mail, personal delivery or recorded electronic method of transmission as provided by the Company or a Grantee.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Plan Adoption Date ” means November 2, 2012.

“ Securities Laws ” means all applicable laws, rules, regulations, orders, and published policies relating in full or in part to trading in securities, to the extent legally enforceable in any jurisdiction in which a Grantee is resident and receives an Award.

“ Security-Based Compensation Arrangement ” means an option, option plan, employee share purchase plan, long-term incentive plan, phantom unit plan or any other compensation or incentive mechanism pursuant to which Shares from treasury are being issued to one or more directors, officers or employees of the Company or any Participating Company or current or past full-time or part-time employees of the Company or any Participating Company.

“ Senior Officer ” means any one of the President, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Stock Option Plan ” means the stock option plan of the Company dated December, 1999

“ Subsidiary ” has the meaning specified in the Act.

“ Terminating Transaction ” means any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger, amalgamation, arrangement, consolidation or business combination of the Company with one or more other Persons as a result of which the Company goes out of existence or becomes a Subsidiary of a corporation other than a Participating Company immediately prior to such event or there has otherwise been an acquisition of control of the Company (within the meaning of the Income Tax Act (Canada)) by a Person other than a Participating Company immediately prior to such event or (c) a sale of all or substantially all of the Company’s assets to a Person or entity other than a Person that was a Participating Company immediately prior to such event; or (d) a sale to one Person (or two or more Persons acting in concert), other than to a Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to this 2013 Plan.

“ Total Disability ” means permanent and total disability as determined in the sole discretion of the Board.

“ U.S. Taxpayer ” means a Grantee who is a U.S. Citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose award of Appreciation Units under this 2013 Plan would be subject to U.S. taxation under the Code. Such Grantee shall be considered a U.S. Taxpayer solely with respect to such awards.

3.	Administration of 2013 Plan

(a)

Administration by Board . This 2013 Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of this 2013 Plan, to:

(i)

grant Awards of Appreciation Units to such eligible Employees as the Board may select on recommendation of the President and Chief Executive Officer;

(ii)

determine the timing of Awards and the number of Appreciation Units, subject to each Award;

(iii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award;

(iv)

adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of this 2013 Plan; and

(v)

interpret the provisions of this 2013 Plan and of any Awards made hereunder and decide any questions and settle all controversies and disputes that may arise in connection therewith.

All decisions, determinations, interpretations or other actions by the Board with respect to this 2013 Plan and any Awards shall be final, conclusive and binding on all Persons, including the Company, Participating Companies and Grantees and their respective legal representatives, their successors in interest and permitted assigns and upon all other Persons claiming by, through, under or against any of them.

(b)

Administration and delegation by Committee . Subject to the Act but otherwise in its sole discretion, the Board may delegate some of its powers with respect to this 2013 Plan to a Committee (in which case references to the Board in this 2013 Plan shall be deemed to refer to the Committee, where appropriate) except for the authority to make Awards under this 2013 Plan, unless such delegation is qualified. The delegated authority shall include the power to:

(i)

determine the timing of Awards, and

(ii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award.

4.	2013 Plan

(a)

Aggregate Awards . An aggregate 1,720,000 Appreciation Units may be granted under all Awards as Appreciation Units. Any additional Appreciation Units granted hereunder will be as determined by the Board or the Committee. For greater certainty, the number of Appreciation Units to which a particular Grantee is entitled shall be fixed on or prior to the Date of Grant and be specified in the Award Agreement.

(b)

Reservation of Shares . In the aggregate 800,000 Shares will be reserved for issuance under this 2013 Plan together with Shares to be issued under the 2012 Long-Term Incentive Plan, the 2014 Long-Term Incentive Plan and the 2015 Long-Term Incentive Plan. If any increased Appreciation Units determined by the Board pursuant to Section 4(a) may be satisfied by the issuance of Shares from treasury any such increase shall be subject to the prior approval of the Stock Exchange and shareholders.

(c)

Limitation of Awards . Any Award of Appreciation Units shall be subject to the following limits if the Company shall determine to issue Shares from treasury to satisfy the payment of any Appreciation Units:

(i)

the aggregate number of Shares reserved for issuance upon the exercise of all Appreciation Units granted under this 2013 Plan, and any appreciation units or deferred share units granted under any other Security-Based Compensation Arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares;

(ii)

the aggregate number of Shares issuable to Insiders under this 2013 Plan, and under any other Security-Based Compensation Arrangement of the Company, cannot at any time exceed 10% of the issued and outstanding Shares; and

(iii)

the aggregate number of Shares issued to Insiders under this 2013 Plan, and under any other Security-Based Compensation Arrangement of the Company within a one-year period, cannot exceed 10% of the issued and outstanding Shares.

No Appreciation Awards shall be issued to any director of a Participating Company who is not an Employee.

(d)

Changes in Capital . In the event of a stock dividend, share split or combination of Shares, exchange of securities, distribution payable in Shares, recapitalization or other change in MDA’s capital stock, the number and kind of securities subject to grants or conversions then outstanding or subsequently awarded under this 2013 Plan, the maximum number of Appreciation Units under this 2013 Plan, and other relevant provisions shall be appropriately adjusted by the Board, so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.

5.	Effective Date

This 2013 Plan shall be effective as of the Plan Adoption Date.

6.	Awards under the 2013 Plan

Each Grantee under this 2013 Plan will be granted an Award, which will specify the number of Appreciation Units granted under this 2013 Plan and the Base Price.

7.	Terms of Appreciation Units

(a)

The Company shall establish an AU Account on its books in respect of each Grantee in order to record the number of Appreciation Units granted or awarded to a Grantee on the grant thereof pursuant to an Award.

(b)

Subject to Section 10 below the Initial Appreciation Units will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on December 1, 2013 and, thereafter, to the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on each of December 1, 2014 and December 1, 2015 with respect to the Initial Appreciation Units; and all other Appreciation Units granted or awarded will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on the first anniversary of the Date of Grant and, thereafter, to the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on the second and third anniversary of the Date of Grant.

(c)

The Appreciation Units in a Grantee’s AU Account shall mature on their respective Maturity Dates.

(d)

Notwithstanding the vesting of any Appreciation Units, subject to Section 10, a Grantee may not surrender any Appreciation Units to the Company prior to such vesting but may surrender at any time after the Appreciation Units have vested and from time to time thereafter, on Notice to the Corporate Secretary of the Company all or part of the vested Appreciation Units held in the Grantee’s AU Account on the Exercise Date. Upon surrender of the Appreciation Units, by Notice to the Company, the Company shall pay to the Grantee, based on surrender to the Company of the Appreciation Units as provided in the Notice, and as soon as administratively possible after the Exercise Date, an amount equal to the AU Value at the Exercise Date multiplied by the number of Appreciation Units being surrendered, less all statutory deductions. The full amount of any federal, provincial, state and/or withholding and other employment taxes (the “Deductions”) applicable as a result of an exercise shall be paid by the Grantee by cheque to the Company or by the Company from any withholding on exercise.

(e)

All Appreciation Units must be exercised on or before the Maturity Date thereof and if not so exercised shall terminate and have no further value.

(f)

The Company, at its sole discretion, may, as determined by the Company in its discretion (i) deliver to any Grantee surrendering Appreciation Units, other than a U.S. Taxpayer, Shares representing the net value of the Appreciation Units exercised (based on the value delivered pursuant to Section 7(d) less any Deductions) which will be satisfied by Shares purchased in the open market or (ii) issue from treasury and deliver to any Grantee surrendering Appreciation Units, other than a U.S. Taxpayer, Shares equal to the AU Value at the Exercise Date of the Appreciation

Units being surrendered divided by the Fair Market Value of a Share on the Exercise Date, and in the event of the issue of Shares from treasury, the Grantee shall forthwith deliver to the Company payment in cash for all Deductions payable with respect to the exercise of the Appreciation Units. Until the share certificates representing such Shares have been delivered by the Company, the Grantee shall have no right to vote or receive dividends on or exercise any other rights as a shareholder, with respect to Appreciation Units notwithstanding the exercise of the Appreciation Unit. The Shares may be purchased in the open market or subject as hereinafter provided, issued from treasury. If the Company shall determine to issue Shares from treasury, such issuance shall be subject to the prior approval of the Stock Exchange and the shareholders of the Company.

8.	Award Agreements

Each Award pursuant to this 2013 Plan shall be evidenced by an Award Agreement, to be executed by the Company and by the Grantee, containing terms and conditions not inconsistent with the terms and conditions of this 2013 Plan.

9.	Discretionary Awards

Awards may be made under this 2013 Plan to any Employee of any Participating Company as the Board or the Committee shall determine and designate from time to time. The Board may set limits on the number of Appreciation Units that may be granted to any Person or class of Persons. The grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to any particular Grantee does not entitle that Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under this 2013 Plan or any other plan established by the Company and issued or awarded from time to time.

10.	Additional Vesting and Termination

(a)

Discretionary Accelerations, etc. Notwithstanding any other term of this 2013 Plan, the Board may, in its sole discretion, accelerate the time at which all or any part of any Appreciation Units may be exercised.

(b)

Termination of Employment or Officership . In the event of termination of employment of a Grantee with a Participating Company for any reason other than for “cause” (pursuant to Section 11 below) or by reason of death or Total Disability, except as may be provided in any Award Agreement all Appreciation Units under this 2013 Plan which have vested be deemed to have matured (i) on the day after Notice of termination of such position(s) is given; or (ii) if the termination of employment is by the Participating Company, and a period of notice is given during which the Grantee is required to work, the day at the end of that period or the last

day of work, whichever occurs first. For administrative purposes, a Grantee who provides Notice of termination has thirty days from date of the Notice of termination date to exercise any Appreciation Units that have vested. For the purposes hereof if a Grantee shall cease to be an Employee and shall be an independent contractor, all Appreciation Units which have vested shall be deemed to have matured on the date that the Grantee shall cease to be an Employee. A Grantee who is an Employee of a Participating Company shall be deemed to have incurred a termination and been given notice of termination for purposes of this Section 10(b) if such Participating Company ceases to be a Participating Company, unless such Grantee is an Employee, officer or director of any other Participating Company. Any Appreciation Units which have not vested at the time of any termination of employment or upon a Grantee ceasing to be an Employee as provided herein shall cease and be cancelled upon the date of that termination.

(c)

Rights in the Event of Death . In the event that the employment of a Grantee with a Participating Company is terminated by reason of death, all Appreciation Units shall continue to be held under the terms of this 2013 Plan as if the Grantee had not died, and the legal representative of the Grantee shall be deemed to be an Employee for the purposes of this 2013 Plan.

(d)

Rights in the Event of Total Disability. In the event that the employment of a Grantee with a Participating Company is terminated by reason of Total Disability of the Grantee, all Appreciation Units under this 2013 Plan shall continue as if the Grantee had not become disabled and the Grantee shall be deemed to be an Employee for the purposes of this 2013 Plan.

(e)

Leave of Absence. An approved leave of absence shall not constitute a termination of employment under the Plan. An approved leave of absence shall mean an absence approved by a Participating Company, pursuant to a policy or otherwise for military leave, sick leave, or other bona fide leave, for such period as approved by the Participating Company and a leave as requested by a Participating Company and approved by the President and Chief Executive Officer. During an approved leave of absence in excess of ninety (90) days, all vesting of any Appreciation Units shall be suspended and shall commence upon the Grantee recommencing employment. If the Grantee shall not recommence employment upon expiry of the approved leave of absence, the Award held by the Grantee will terminate and the Appreciation Units thereunder which have vested shall be deemed to have matured on the date of expiry of the approved leave of absence. Notwithstanding the foregoing, in no event shall an approved leave of absence result in Appreciation Units surviving beyond the respective maturity or Maturity Date.

(f)

Retirement at age 65. In the event the employment of a Grantee with a Participating Company is terminated by reason of retirement at age 65, all Appreciation Units under this 2013 Plan shall continue as if the Grantee had not retired and the Grantee shall be deemed to be an Employee for the purposes of this 2013 Plan.

(g)

Minimum Hours of Work. Subject to the forgoing and except as expressly approved by the Board in its sole discretion and subject to the laws of the jurisdiction in which the Grantee is employed, in the event that the number of hours worked per week of a Grantee with a Participating Company, reduces or is reduced to less than twenty-five (25) total hours per week on regular basis, such Grantee shall be considered as a terminated employee.

(h)

Reduction in Hours of Work. In the event that the hours of work of a Grantee with a Participating Company is reduced by reason of a request from the Grantee, unvested Appreciation Units under this 2013 Plan may be terminated in whole or in part, at the sole discretion of the Company by notice to the Grantee, from the effective date of the Grantee’s reduction in hours of work. Appreciation Units that have been reduced under this section 10(h) may not be reinstated at a later date if the Grantee’s hours of work are subsequently increased.

11.	Forfeiture Conditions

Unless otherwise provided in an Award Agreement all rights of a Grantee to Appreciation Units shall be forfeited on a termination for “cause”. “Cause” shall include engaging in an activity that is detrimental to the Company including, without limitation, criminal activity, failure to carry out the duties assigned to the Grantee as a result of incompetence or wilful neglect, conduct casting such discredit on the Company as in the opinion of the Board justifies termination or forfeiture of the Award, or such other reasons, including the existence of a conflict of interest, as the Board may determine. “Cause” is not limited to events that have occurred prior to the Grantee’s termination of service, nor is it necessary that the Board’s finding of “cause” occur prior to such termination. If the Board determines, subsequent to a Grantee’s termination of service but prior to the exercise of any rights under an Award, that either prior or subsequent to the Grantee’s termination the Grantee engaged in conduct that would constitute “cause”, then the rights with respect to an Award shall be forfeited.

12.	Compliance with Securities Laws

The grant of an Award and grant of Appreciation Units shall be subject to compliance with (i) applicable federal, provincial and state laws and regulations, including Securities Laws, (ii) all applicable listing requirements of any national securities or stock exchange or national market system on which the Shares are then listed or quoted, and (iii) Company counsel’s approval of all other legal matters in connection with the delivery of such Appreciation Units.

13.	Status of Awards and Appreciation Units

Any Awards and Appreciation Units shall not be considered a security of the Company and any Grantee shall not be entitled to any rights as a securityholder in the Company.

14.	Terminating Transactions

Except as otherwise provided herein, all Appreciation Units outstanding under this 2013 Plan shall accelerate and be deemed to have been earned on the completion of a Terminating Transaction in which event all Appreciation Units shall be exercisable at the same value as the Shares held by shareholders are valued in the Terminating Transaction. Grantees may exercise their Appreciation Units in the manner as provided herein by notice to the Company effective on the date of completion of the Terminating Transaction. Upon consummation of any such event, this 2013 Plan shall terminate.

15.

Taxes

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, provincial, state, local and other tax required by law to be withheld by the Company with respect to payments of Appreciation Units pursuant to this 2013 Plan. As a condition of a grant or exercise or redemption of any Appreciation Units or payment thereof on maturity, a Grantee (or the Grantee’s beneficiary or legal representative) will pay to the appropriate Participating Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of any applicable withholding obligation.

16.	Employment Rights

Neither the adoption of this 2013 Plan nor the making of any Awards shall confer upon any Grantee any right to continue as an Employee, officer or director of any Participating Company or affect in any way the right of any Participating Company to terminate the Employee at any time. Except as otherwise specifically provided by the Board in any particular case, the loss of existing or potential profit in Appreciation Units under this 2013 Plan shall not constitute an element of damages in the event of termination of the relationship of a Grantee, unless the termination is in violation of an obligation of the Company to the Grantee under a written agreement of employment.

17.	Corporate Action

Nothing contained in this 2013 Plan or in an Award Agreement shall be construed so as to prevent any Participating Company from taking corporate action which is deemed by the Company or the Participating Company, acting in good faith, to be appropriate or in its best interest, whether or not such action would have an adverse effect on this 2013 Plan or any outstanding Award, provided that the Company shall not undertake any such corporate action with the intent to adversely prejudice any outstanding Award.

18.	Amendment or Termination of 2013 Plan

(a)

Neither the adoption of this 2013 Plan nor the making of any Awards shall affect the Company’s right to grant options under the Stock Option Plan or otherwise, outside of this 2013 Plan to any Person that is not subject to this 2013 Plan, to issue to such Persons Shares as a bonus or otherwise, or to adopt other plans or arrangements under which Shares may be issued.

(b)

With the consent of the Grantee, the Board may at any time cancel an existing Award or Appreciation Units in whole or in part and make any other Award or Appreciation Units as the Board specifies. No amendment of this 2013 Plan or the Appreciated Units granted shall materially adversely affect the rights of any Grantee (without the Grantee’s consent) under any outstanding Award or Appreciation Units held.

(c)

Subject to 18(e), the Board may, in its sole discretion, at any time and from time to time: (i) amend or suspend this 2013 Plan in whole or in part, (ii) amend or discontinue any Appreciation Units granted under this 2013 Plan, and (iii) terminate this 2013 Plan, without prior notice to or approval by any Grantees or shareholders of the Company. Without limiting the generality of the foregoing, the Board may:

(i)

amend the definition of “Grantee” or the eligibility requirements for participating in this 2013 Plan, where such amendment would not have the potential of broadening or increasing Insider participation;

(ii)

amend the manner in which Grantees may elect to exercise any Appreciation Units;

(iii)

amend the provisions of this 2013 Plan relating to the Appreciation Units and the dates for the exercise of the same;

(iv)

make any amendment which is intended to ensure compliance with tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(v)

make any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Board);

(vi)

make any amendment which is intended to remove any conflicts or other inconsistencies which may exist between any terms of this 2013 Plan and any provisions of any tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(vii)

make any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;

(viii)

make any amendment which is not expected to materially adversely affect the interests of the shareholders of the Company; and

(ix)

make any amendment which is intended to facilitate the administration of this 2013 Plan.

(d)

No amendment may be made to this 2013 Plan or any Appreciation Unit to change the Base Price or the determination of the AU Value.

(e)

No modification or amendment of the following provisions of this 2013 Plan shall be effective unless and until the Company has obtained the approval of the shareholders of the Company in accordance with the rules and policies of the Stock Exchange:

(i)

the number of Shares reserved for issuance under this 2013 Plan (including a change from a fixed maximum number of Shares to a fixed maximum percentage of Shares);

(ii)

the definition of “Grantee” or the eligibility requirements for participating in this 2013 Plan, where such amendment would have the potential of broadening or increasing Insider participation, including permitting any independent directors of a Participating Company to be Grantees;

(iii)

the extension of any right of a Grantee under this 2013 Plan beyond the date on which such right would originally have matured; and

(iv)

the terms of Section 18(c), 18(d) or 18(e).

(f)

No amendment, suspension or discontinuance of this 2013 Plan or of any granted Appreciation Unit may contravene the requirements of the Stock Exchange or any securities commission or regulatory body to which this 2013 Plan or the Company is now or may hereafter be subject.

(g)

If the Board terminates this 2013 Plan, no new Appreciation Units (other than Appreciation Units that have been granted but vest subsequently pursuant to Section 7(b)) will be credited to the AU Account of a Grantee, but previously credited (and subsequently vesting) Appreciation Units shall be exercised in accordance with the terms and conditions of this 2013 Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining Grantee receives the consideration payable on exercise for all Appreciation Units recorded in the Grantee’s AU Account. Termination of this 2013 Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Appreciation Units granted under this 2013 Plan prior to the date of such termination.

19.	Compliance with Laws

(a)

The administration of this 2013 Plan, including the Company’s issuance of any Appreciation Units or its obligation to make any payments or issuances of securities in respect thereof, shall be subject to and made in conformity with all laws applicable thereto;

(b)

Each Grantee shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in this 2013 Plan) that the Grantee shall, at all times, act in strict compliance with this 2013 Plan and all applicable laws, including, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.

(c)

Any such amendment, suspension, or termination shall not adversely affect the Appreciation Units previously granted to a Grantee at the time of such amendment, suspension or termination, without the consent of the affected Grantee.

20.	Stock Exchange and Other Approvals

Notwithstanding the provisions of Section 7(d) hereof, the issue of any Shares from treasury and the reservation of any Shares for issue under this 2013 Plan shall require the prior approval of this 2013 Plan by the Stock Exchange and the prior approval of the shareholders of the Company pursuant to the rules of the Stock Exchange, which must be obtained by the Company. No Shares shall be issuable from treasury under this 2013 Plan until such approvals have been obtained.

21.	General Provisions

(a)

Non-Transferability of Appreciation Units . No Appreciation Unit may be transferred, encumbered, pledged or alienated in any way other than by will or by the laws of succession, and during a Grantee’s lifetime an Appreciation Unit may be exercised only by the Grantee.

(b)

Titles and Headings . Titles and headings of sections of this 2013 Plan are for convenience of reference only and shall not affect the construction of any provision of this 2013 Plan.

(c)

Time . If the time for any action to be taken hereunder or any notice given falls or is given on a Saturday, Sunday or a holiday in British Columbia, the action taken or notice given shall be deemed to have occurred or been given on the next day following the date that is not a holiday.

(d)

Governing Law . This 2013 Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the Province of British Columbia and the federal laws of Canada applicable therein.

(e)

Severability . If any provision of this 2013 Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

This 2013 Plan was duly adopted by the Board of Directors of the Company as of November 2, 2012 and amended February 25, 2015.

“Gordon Thiessen”

Gordon D. Thiessen

Corporate Secretary

Exhibit 4.6

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2014 LONG TERM INCENTIVE PLAN

1.	Purpose of the 2014 Plan

The purpose of the 2014 Long Term Incentive Plan (“ 2014 Plan ”) is to advance the interests of MacDonald, Dettwiler and Associates Ltd. (“ MDA ” or “ Company ”) and its shareholders by enabling MDA and other Participating Companies (as defined below) to attract and retain highly talented employees who are in a position to make significant contributions to the success of MDA, to reward them for their contributions to the success of MDA, and to encourage them to increase their proprietary interest in MDA and their personal interest in its continued success and progress.

This 2014 Plan provides for the award of the right to earn Appreciation Units (as herein defined).

2.	Definitions

For the purposes of this 2014 Plan and related documents, the following definitions apply:

“ 2014 Plan ” means this 2014 Long Term Incentive Plan, as amended from time to time.

“Act” means the Canada Business Corporations Act , as amended.

“ Appreciation Unit” means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2014 Plan, comprising the rights granted to a Grantee under this 2014 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2014 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2014 Plan.

“ AU Value ” with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2014 Plan.

“ Award Agreemen t” means the 2014 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award.

“ Base Price ” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant.

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

“ Business Day ” means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business.

“ Cancellation Notice ” has the meaning as set forth in Section 23(b) of this 2014 Plan.

“ Cash-Out Amount ” has the meaning as set forth in Section 7(d) of this 2014 Plan.

“ Cash-Out Rights ” has the meaning set forth in Section 7(d) of this 2014 Plan.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.

“ Company” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“ Consideration Reduction ” has the meaning as set forth in Section 23(a) of this 2014 Plan.

“ Date of Grant ” means the day on which an Award is made by the Company under this 2014 Plan.

“ Deductions ” has the meaning set forth in Section 7(d) of this 2014 Plan.

“ Employee ” with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company.

“ Exercise Date ” means the date on which the Company has received Notice from the Grantee of the Grantee’s exercise of any Appreciation Unit.

“ Exercise Notice ” has the meaning as set forth in Section 23(b) of this 2014 Plan.

“ Grantee ” means an Employee who receives an Award or holds an Appreciation Unit under this 2014 Plan.

“ Initial Appreciation Unit ” means the Appreciation Unit awarded with a Date of Grant of December 2, 2013.

“ Insider ” means:

(a)

(b)

an associate, as defined under Section 1(1) of the Securities Act (Ontario), of any person who is an insider by virtue of subparagraph (a).

“ Maturity Date ” for the Initial Appreciation Units means midnight on December 1, 2018, and for any other Appreciation Units granted hereunder means midnight on the Business Day that is five years after the Date of Grant of those Appreciation Units; provided however that if a Maturity Date falls within a Black-Out Period, the Maturity Date will be extended by 10 Business Days after the expiration of the Black-Out Period.

“ Notice ” means notice in writing sent by mail, personal delivery or recorded electronic method of transmission as provided by the Company or a Grantee.

“ Override Notice ” has the meaning as set forth in Section 23(b) of this 2014 Plan.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Plan Adoption Date ” means November 1, 2013.

“ Right to Acquire Shares ” has the meaning set forth in Section 7(d) of this 2014 Plan.

“ Section 23(a) Election ” has the meaning as set forth in Section 23(a) of this 2014 Plan.

“ Security-Based Compensation Arrangement ” means an option, option plan, employee share purchase plan, long-term incentive plan, phantom unit plan or any other compensation or incentive mechanism pursuant to which Shares from treasury are being issued to one or more directors, officers or employees of the Company or any Participating Company or current or past full-time or part-time employees of the Company or any Participating Company.

“ Senior Officer ” means any one of the President, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Stock Option Plan ” means the stock option plan of the Company dated December, 1999.

“ Subsection 110(1.1) Election ” has the meaning set forth in Section 22(c) of this 2014 Plan.

“ Subsidiary ” has the meaning specified in the Act.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

concert), other than to a Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to this 2014 Plan.

“ Total Disability ” means permanent and total disability as determined in the sole discretion of the Board.

“ US Taxpayer ” means a Grantee who is a U.S. Citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose award of Appreciation Units under this 2014 Plan would be subject to U.S. taxation under the Code. Such Grantee shall be considered a US Taxpayer solely with respect to such awards.

3.	Administration of 2014 Plan

(a)

Administration by Board . This 2014 Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of this 2014 Plan, to:

(i)

grant Awards of Appreciation Units to such eligible Employees as the Board may select on recommendation of the President and Chief Executive Officer;

(ii)

determine the timing of Awards and the number of Appreciation Units, subject to each Award;

(iii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award;

(iv)

adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of this 2014 Plan; and

(v)

interpret the provisions of this 2014 Plan of any Awards made hereunder and decide any questions and settle all controversies and disputes that may arise in connection therewith.

All decisions, determinations, interpretations or other actions by the Board with respect to this 2014 Plan and any Awards shall be final, conclusive and binding on all Persons, including the Company, Participating Companies and Grantees and their respective legal representatives, their successors in interest and permitted assigns and upon all other Persons claiming by, through, under or against any of them.

(b)

Administration and delegation by Committee . Subject to the Act but otherwise in its sole discretion, the Board may delegate some of its powers with respect to this 2014 Plan to a Committee (in which case references to the Board in this 2014 Plan shall be deemed to refer to the Committee, where appropriate) except for the authority to make Awards under this 2014 Plan, unless such delegation is qualified. The delegated authority shall include the power to:

(i)

determine the timing of Awards, and

(ii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award.

4.	2014 Plan

(a)

Aggregate Awards . An aggregate of 1,700,000 Appreciation Units may be granted under all Awards as Appreciation Units and in the aggregate 800,000 Shares will be reserved for issuance under this 2014 Plan together with the Shares to be issued under the 2012 Long-Term Incentive Plan, the 2013 Long-Term Incentive Plan and the 2015 Long-Term Incentive Plan. Any other Appreciation Units granted hereunder will be as determined by the Board. For greater certainty, the number of Appreciation Units to which a particular Grantee is entitled shall be fixed on or prior to the Date of Grant and be specified in the Award Agreement.

(b)

(i)

the aggregate number of Shares reserved for issuance upon the exercise of all Appreciation Units granted under this 2014 Plan, and any appreciation units or deferred share units granted under any other Security-Based Compensation Arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares;

(ii)

the aggregate number of Shares issuable to Insiders under this 2014 Plan, and under any other Security-Based Compensation Arrangement of the Company, cannot at any time exceed 10% of the issued and outstanding Shares; and

(iii)

the aggregate number of Shares issued to Insiders under this 2014 Plan, and under any other Security-Based Compensation Arrangement of the Company within a one-year period, cannot exceed 10% of the issued and outstanding Shares.

No Appreciation Awards shall be issued to any director of a Participating Company who is not an Employee.

(c)

Changes in Capital . In the event of a stock dividend, share split or consolidation of Shares, exchange of securities, distribution payable in Shares, recapitalization or other change in MDA’s capital stock affecting the Shares, the number of Appreciation Units subject to grants or conversions then outstanding or subsequently awarded under this 2014 Plan, the maximum number of Appreciation Units under this 2014 Plan, and other relevant provisions shall be appropriately adjusted by the Board, so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.

5.	Effective Date

This 2014 Plan shall be effective as of the Plan Adoption Date.

6.	Awards under the 2014 Plan

Each Grantee under this 2014 Plan will be granted an Award, which will specify the number of Appreciation Units granted under this 2014 Plan and the Base Price with respect to those Appreciation Units.

7.	Terms of Appreciation Units

(a)

(b)

Subject to Section 10 below the Initial Appreciation Units will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on December 2, 2014, and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on each of, December 2, 2015 and December 2, 2016 with respect to the Initial Appreciation Units; and all other Appreciation Units granted or awarded will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on the first anniversary of the Date of Grant and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on the second and third anniversary of the Date of Grant.

(c)

The Appreciation Units in a Grantee’s AU Account shall mature on their respective Maturity Dates.

(d)

Notwithstanding the vesting of any Appreciation Units, subject to Sections 10 and 11, a Grantee may not exercise any Appreciation Units prior to vesting, but may exercise at any time after the Appreciation Units have vested and from time to time thereafter, all or part of the vested Appreciation Units held in the Grantee’s AU Account on the Exercise Date.

Upon exercise of the vested Appreciation Units, by Notice to the Company, the Grantee, subject as hereinafter provided, may elect to exercise rights to acquire Shares under an Award Agreement pursuant to Alternative A (the “ Right to Acquire Shares ”) or to transfer to the Company and to relinquish and surrender all such rights under an Award Agreement to the Company in exchange for a cash payment pursuant to Alternative B (“the Cash-Out Rights ”).

Alternative A – Right to Acquire Shares

If a Grantee, which is not a US Taxpayer, shall elect the Right to Acquire Shares, the Company shall, based on surrender to the Company of the vested Appreciation Units exercised, and on payment as herein provided, and as soon as administratively possible, deliver to the Grantee the number of Shares represented by the number of Appreciation Units exercised upon payment by the Grantee to the Company of an amount equal to the Base Price multiplied by the number of vested Appreciation Units being exercised plus the amount of all Deductions payable with respect to the Appreciation Units that are being exercised.

Alternative B – Cash-Out Rights

Subject to Section 23(b), if a Grantee shall elect the Cash-Out Rights, the Company shall pay to the Grantee, based on surrender to the Company of the vested Appreciation Units exercised, and as soon as administratively possible after the Exercise Date but in any event in the calendar year in which the Appreciation Units are exercised, an amount equal to the AU Value at the Exercise Date multiplied by the number of vested Appreciation Units being exercised, less all Deductions (the “ Cash-Out Amount” ). By exercising the Cash-Out Rights, a Grantee hereby relinquishes and surrenders his or her rights to elect the Right to Acquire Shares with respect to the Appreciation Units being exercised. The full amount of any federal, provincial, state and/or withholding and other employment taxes (the “ Deductions ”) applicable as a result of an exercise shall be paid by the Grantee by cheque to the Company or by the Company from any withholding of the amount of the Deductions from the amount payable to the Grantee.

(e)

All vested Appreciation Units must be exercised on or before the Maturity Date thereof and if not so exercised shall terminate and have no further value.

(f)

The Shares to be delivered by the Company to the Grantee upon exercise of the Right to Acquire Shares or pursuant to Section 23(b), may be purchased in the open market, or subject to compliance as provided in Section 21, from treasury.

8.	Award Agreements

Each Award pursuant to this 2014 Plan shall be evidenced by an Award Agreement, to be executed by the Company and by the Grantee, containing terms and conditions not inconsistent with the terms and conditions of this 2014 Plan. The grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to any particular Grantee does not entitle that Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under this 2014 Plan or any other plan established by the Company and issued or awarded from time to time.

9.	Discretionary Awards

Awards may be made under this 2014 Plan to any Employee of any Participating Company as the Board or the Committee shall determine and designate from time to time. The Board may set limits on the number of Appreciation Units that may be granted to any Person or class of Persons.

10.	Additional Vesting and Termination

(a)

Discretionary Accelerations, etc. Notwithstanding any other term of this 2014 Plan, the Board may, in its sole discretion, accelerate the time at which all or any part of any Appreciation Units may be exercised.

(b)

Termination of Employment or Officership . In the event of termination of employment of a Grantee with the Participating Companies for any reason other than for “cause” (pursuant to Section 12 below) or by reason of death or Total Disability, except as may be provided in any Award Agreement all Appreciation Units under this 2014 Plan which have vested shall be deemed to have matured (i) on the day after Notice of termination of such position(s) is given; or (ii) if the termination of employment is by the Participating Company, and a period of notice is given during which the Grantee is required to work, the day at the end of that period or the last day of work, whichever occurs first. For administrative purposes, a Grantee who provides Notice of termination has 30 days from date of that Notice given by him or her to the Company or the Participating Company to terminate his or her employment, to exercise any Appreciation Units that have vested prior to the date of the Notice. For the purposes hereof if a Grantee shall cease to be an Employee and shall be an independent contractor, all Appreciation Units which have vested shall be deemed to have matured on the date that the Grantee shall cease to be an Employee. A Grantee who is an Employee of a Participating Company shall be deemed to have incurred a termination and been given notice of termination for purposes of this Section 10(b) if such Participating Company ceases to be a Participating Company, unless such Grantee is an Employee, officer or director of any other Participating Company. Any Appreciation Units which have not vested at the time of any termination of employment or upon a Grantee ceasing to be an Employee as provided herein shall cease and be cancelled upon the date of that termination or the date of that Notice, as herein provided.

(c)

Rights in the Event of Death . In the event that the employment of a Grantee with a Participating Company is terminated by reason of death, all Appreciation Units shall continue to be held under the terms of this 2014 Plan as if the Grantee had not died, and the legal representative of the Grantee shall be deemed to be an Employee for the purposes of this 2014 Plan.

(d)

Rights in the Event of Total Disability. In the event that the employment of a Grantee with a Participating Company is terminated by reason of Total Disability of the Grantee, all Appreciation Units under this 2014 Plan shall continue as if the Grantee had not become disabled and the Grantee shall be deemed to be an Employee for the purposes of this 2014 Plan.

(e)

Leave of Absence. An approved leave of absence shall not constitute a termination of employment under the Plan. An approved leave of absence shall mean an absence approved by a Participating Company, pursuant to a policy or otherwise for military leave, sick leave, or other bona fide leave, for such period as approved by the Participating Company and a leave as requested by a Participating Company and approved by the President and Chief Executive Officer. During an approved leave of absence in excess of ninety (90) days, all vesting of any Appreciation Units shall be suspended and shall commence upon the Grantee recommencing employment on the same terms as contained in this 2014 Plan taking into consideration the length of the leave of absence. If the Grantee shall not recommence employment upon expiry of the approved leave of absence, the Award held by the Grantee will terminate and the Appreciation Units thereunder which have vested shall be deemed to have matured on the date of expiry of the approved leave of absence and shall be cancelled. Notwithstanding the foregoing, in no event shall an approved leave of absence result in Appreciation Units surviving beyond the Maturity Date.

(f)

Retirement at age 65. In the event the employment of a Grantee with a Participating Company is terminated by reason of retirement at age 65, all Appreciation Units under this 2014 Plan shall continue as if the Grantee had not retired and the Grantee shall be deemed to be an Employee for the purposes of this 2014 Plan.

(g)

(h)

Reduction of Hours of Work. In the event that the hours of work of a Grantee with a Participating Company is reduced by reason of a request from the Grantee, unvested Appreciation Units under this 2014 Plan may be terminated in whole or in part, at the sole discretion of the Company by notice to the Grantee, from the effective date of the Grantee’s reduction in hours of work. Appreciation Units that have been reduced under this Section 10(h) may not be reinstated at a later date if the Grantee’s hours of work are subsequently increased.

11.	US Taxpayers

Notwithstanding any provisions of this 2014 Plan, a Grantee who is a US Taxpayer, shall not have the right to exercise any Right to Acquire Shares with respect to any Appreciation Units held by that Grantee and the Company shall not have the right to give any Section 23(a) Election or Override Notice to any Grantee who is a US Taxpayer.

12.	Forfeiture Conditions

Unless otherwise provided in an Award Agreement all rights of a Grantee to Appreciation Units shall be forfeited on a termination for cause. “Cause” shall include engaging in an activity that is detrimental to the Company including, without limitation, criminal activity, failure to carry out the duties assigned to the Grantee as a result of incompetence or wilful neglect, conduct casting such discredit on the Company as in the opinion of the Board justifies termination or forfeiture of the Award, or such other reasons, including the existence of a conflict of interest, as the Board may determine. “Cause” is not limited to events that have occurred prior to the Grantee’s termination of service, nor is it necessary that the Board’s finding of “cause” occur prior to such termination. If the Board determines, subsequent to a Grantee’s termination of service but prior to the exercise of any rights under an Award, that either prior or subsequent to the Grantee’s termination the Grantee engaged in conduct that would constitute “cause”, then the rights with respect to an Award shall be forfeited.

13.	Compliance with Securities Laws

14.	Status of Awards and Appreciation Units

Any Awards and Appreciation Units shall not be considered a security of the Company and any Grantee shall not be entitled to any rights as a securityholder in the Company or as a holder of Shares.

15.	Terminating Transaction

Except as otherwise provided herein, all Appreciation Units outstanding under this 2014 Plan shall accelerate and be deemed to have been vested on the completion of a Terminating Transaction in which event all Appreciation Units shall be exercisable at the same value as the Shares held by shareholders are valued in the Terminating Transaction. Grantees may exercise their Appreciation Units in the manner as provided herein by notice to the Company effective on the date of completion of the Terminating Transaction. Upon consummation of any such event, this 2014 Plan shall terminate.

16.

Taxes

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, provincial, state, local and other tax required by law to be withheld by the Company with respect to payments of Appreciation Units pursuant to this 2014 Plan. As a condition of a grant or exercise or redemption of any Appreciation Units or payment thereof on maturity, a Grantee (or the Grantee’s beneficiary or legal representative) will pay to the appropriate Participating Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of any applicable withholding obligation.

17.	Employment Rights

Neither the adoption of this 2014 Plan nor the making of any Awards shall confer upon any Grantee any right to continue as an Employee, officer or director of any Participating Company or affect in any way the right of any Participating Company to terminate the Employee at any time. Except as otherwise specifically provided by the Board in any particular case, the loss of existing or potential profit in Appreciation Units under this 2014 Plan shall not constitute an element of damages in the event of termination of the relationship of a Grantee, unless the termination is in violation of an obligation of the Company to the Grantee under a written agreement of employment.

18.	Corporate Action

Nothing contained in this 2014 Plan or in an Award Agreement shall be construed so as to prevent any Participating Company from taking corporate action which is deemed by the Company or the Participating Company, acting in good faith, to be appropriate or in its best interest, whether or not such action would have an adverse effect on this 2014 Plan or any outstanding Award, provided that the Company shall not undertake any such corporate action with the intent to adversely prejudice any outstanding Award.

19.	Amendment or Termination of 2014 Plan

(a)

Neither the adoption of this 2014 Plan nor the making of any Awards shall affect the Company’s right to grant options under the Stock Option Plan or otherwise, outside of this 2014 Plan to any Person that is not subject to this 2014 Plan, to issue to such Persons Shares as a bonus or otherwise, or to adopt other plans or arrangements under which Shares may be issued.

(b)

With the consent of the Grantee, the Board may at any time cancel an existing Award or Appreciation Units in whole or in part and make any other Award or Appreciation Units as the Board specifies. No amendment of this 2014 Plan or the Appreciated Units granted shall materially adversely affect the rights of any Grantee (without the Grantee’s consent) under any outstanding Award or Appreciation Units held.

(c)

Subject to 19(e), the Board may, in its sole discretion, at any time and from time to time: (i) amend or suspend this 2014 Plan in whole or in part, (ii) amend or discontinue any Appreciation Units granted under this 2014 Plan, and (iii) terminate this 2014 Plan, without prior notice to or approval by any Grantees or shareholders of the Company. Without limiting the generality of the foregoing, the Board may:

(i)

amend the definition of “Grantee” or the eligibility requirements for participating in this 2014 Plan, where such amendment would not have the potential of broadening or increasing Insider participation;

(ii)

amend the manner in which Grantees may elect to exercise any Appreciation Units;

(iii)

amend the provisions of this 2014 Plan relating to the Appreciation Units and the dates for the exercise of the same;

(iv)

make any amendment which is intended to ensure compliance with tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(v)

make any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Board);

(vi)

make any amendment which is intended to remove any conflicts or other inconsistencies which may exist between any terms of this 2014 Plan and any provisions of any tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(vii)

make any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;

(viii)

make any amendment which is not expected to materially adversely affect the interests of the shareholders of the Company; and

(ix)

make any amendment which is intended to facilitate the administration of this 2014 Plan.

(d)

No amendment may be made to this 2014 Plan or any Appreciation Unit to change the Base Price or the determination of the AU Value.

(e)

No modification or amendment of the following provisions of this 2014 Plan shall be effective unless and until the Company has obtained the approval of the shareholders of the Company in accordance with the rules and policies of the Stock Exchange:

(i)

the number of Shares reserved for issuance under this 2014 Plan (including a change from a fixed maximum number of Shares to a fixed maximum percentage of Shares);

(ii)

the definition of “Grantee” or the eligibility requirements for participating in this 2014 Plan, where such amendment would have the potential of broadening or increasing Insider participation, including permitting any independent directors of a Participating Company to be Grantees;

(iii)

the extension of any right of a Grantee under this 2014 Plan beyond the date on which such right would originally have matured; and

(iv)

the terms of Section 19(c), 19(d) or 19(e).

(f)

No amendment, suspension or discontinuance of this 2014 Plan or of any granted Appreciation Unit may contravene the requirements of the Stock Exchange or any securities commission or regulatory body to which this 2014 Plan or the Company is now or may hereafter be subject.

(g)

If the Board terminates this 2014 Plan, no new Appreciation Units (other than Appreciation Units that have been granted but vest subsequently pursuant to Section 7(b)) will be credited to the AU Account of a Grantee, but previously credited (and subsequently vesting) Appreciation Units shall be exercised in accordance with the terms and conditions of this 2014 Plan existing at the time of termination. The Plan will finally cease

to operate for all purposes when the last remaining Grantee receives the consideration payable on exercise for all Appreciation Units recorded in the Grantee’s AU Account. Termination of this 2014 Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Appreciation Units granted under this 2014 Plan prior to the date of such termination.

20.	Compliance with Laws

(a)

The administration of this 2014 Plan, including the Company’s issuance of any Appreciation Units or its obligation to make any payments or issuances of securities in respect thereof, shall be subject to and made in conformity with all laws applicable thereto.

(b)

Each Grantee shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in this 2014 Plan) that the Grantee shall, at all times, act in strict compliance with this 2014 Plan and all applicable laws, including, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.

(c)

21.	Stock Exchange and Other Approvals

Notwithstanding the provisions of Section 7(d) hereof, the issue of any Shares from treasury and the reservation of any Shares for issue under this 2014 Plan shall require the prior approval of this 2014 Plan by the Stock Exchange and the prior approval of the shareholders of the Company pursuant to the rules of the Stock Exchange, which must be obtained by the Company. No Shares shall be issuable from treasury under this 2014 Plan until such approvals have been obtained.

22.	Tax Election

Whereas, pursuant to this 2014 Plan:

(a)

it is intended that Award Agreements and related Appreciation Units constitute an agreement by the Company to sell or issue Shares to Grantees that are Employees of the Company or of Participating Companies, other than US Taxpayers, pursuant to and subject to the terms of this 2014 Plan including Section 19 hereof, within the meaning of subsection 7(1) of the Tax Act; and

(b)

is intended that, subject to the provisions of the Tax Act and the alternative elections under Section 23 or any other terms of this 2014 Plan and Award Agreements, Grantees be entitled to benefit from any available deduction under paragraph 110(1)(d) of the Tax Act with regards to any exercise by the Grantee of the Right to Acquire Shares, as reflected in the Award Agreements, upon payment of the Base Price and if applicable, the amount of any Deductions; and with regards to any a payment to such Grantees pursuant to the Cash-Out Rights in respect of the disposition or “cash-out” of the Grantees’ Appreciation Units comprising their Right to Acquire Shares;

the Company will covenant to the Grantees in the Award Agreements the following (unless the Company provides Notice to the Grantees under Section 23 of its contrary intention within 30 days prior to the first date of any vesting of the Appreciation Units)

(c)

the Company agrees to elect pursuant to subsection 110(1.1) of the Tax Act that neither it, any Participating Company, nor any other person not dealing at arm’s length with the Company will deduct, in computing its income for Canadian tax purposes, any amount in respect of a payment to a Grantee under the Cash Out Rights in respect of the surrender by the Grantees’ of Appreciation Units comprising their Right to Acquire Shares (the “ Subsection 110(1.1) Election ”); and

(d)

the Company will provide Grantees with written evidence of the Subsection 110(1.1) Election by mailing evidence of the Subsection 110(1.1) Election to the Grantees at their address of employment record with the Company; and

in respect of the foregoing, each Grantee will covenant in the Award Agreements in favour of the Company that he or she will file, with his or her income tax return for the year which includes a payment under the Cash-Out Rights, written evidence of the Company’s Subsection 110(1.1) Election.

23.	Alternative Notices by the Company

(a)

Notwithstanding the provisions of Sections 21 and 7(d) of this 2014 Plan, the Company may by Notice (the “ Section 23(a) Election ”) to the Grantees, other than any US Taxpayer, given not less than 30 days prior to the first date of any vesting of the Appreciation Units granted under this 2014 Plan, elect to not make a Subsection 110(1.1) Election which Section 23(a) Election shall apply to all Appreciation Units and, where so specified by the Company in the Section 23(a) Election, the aggregate amount payable by a Grantee pursuant to any Right to Acquire Shares shall be reduced by $1 in total for each Grantee (the “ Consideration Reduction ”), so that Grantees may not be entitled to benefits under paragraph 110(1)(d) of the Tax Act in respect of either (a) the Right to Acquire Shares in respect of all of the Appreciation Units, where the

Section 23(a) Election elects a Consideration Reduction, or (b) the Cash-Out Rights regardless of any specified Consideration Reduction. For greater certainty, it is hereby declared and agreed that the Consideration Reduction, if elected, shall apply to all Appreciation Units under this 2014 Plan, for all Grantees, other than Grantees that are US Taxpayers, and shall not give rise to any termination, change or novation of any such Appreciation Units nor of any other terms, conditions or rights under this 2014 Plan or the relevant Award Agreement.

(b)

Notwithstanding the provisions of Sections 22 and 7(d) of this 2014 Plan, upon receipt by the Company of Notice from a Grantee exercising the Cash-Out Rights with respect to any Appreciation Units held by the Grantee (the “ Exercise Notice ”), the Company may elect to override the Cash-Out Rights by giving Notice to the Grantee other than any US Taxpayer (the “ Override Notice ”), within 2 Business Days of receipt of the Exercise Notice pursuant to which the Company will elect to (i) deliver to the Grantee a number of Shares obtained by dividing the Cash-Out Amount by the Fair Market Value of Shares on the Exercise Date, which Shares will be purchased on the open market, or (ii) issue to the Grantee from treasury a number of Shares obtained by multiplying the AU Value of the Appreciation Units being exercised on the Exercise Date by the number of Appreciation Units being exercised (the “ Exercise Value ”) and by dividing that product by the Fair Market Value of a Share on the Exercise Date. Upon receipt by the Grantee of an Override Notice, the Grantee shall have the right by Notice to the Company (the “ Cancellation Notice ”) given within 2 Business Days of receipt of the Override Notice, to retract the Exercise Notice, in which event the Appreciation Units shall be reinstated to the Grantee’s AU Account as if the Exercise Notice had never been given. If no Cancellation Notice is received by the Company within the specified time the Company shall deliver to the Grantee the number of Shares to which the Grantee is entitled as determined herein, depending on the election made by the Company. In the event of the exercise of (b)(ii) the Grantee shall forthwith pay to the Company, the amount of the Deductions applicable to the Exercise Value. If the Company does not issue an Override Notice within the time specified herein, the Company shall comply with the obligations with respect to the Cash-Out Right as provided in Section 7(d) of this 2014 Plan.

24.	General Provisions

(a)

(b)

Titles and Headings . Titles and headings of sections of this 2014 Plan are for convenience of reference only and shall not affect the construction of any provision of this 2014 Plan.

(c)

(d)

Governing Law . This 2014 Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the Province of British Columbia and the federal laws of Canada applicable therein.

(e)

Severability . If any provision of this 2014 Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

This 2014 Plan was duly adopted by the Board of Directors of the Company as of November 1, 2013 and amended February 25, 2015.

“Gordon Thiessen”

Gordon D. Thiessen

Corporate Secretary

Exhibit 4.7

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2015 LONG TERM INCENTIVE PLAN

1.	Purpose of the 2015 Plan

The purpose of the 2015 Long Term Incentive Plan (“ 2015 Plan ”) is to advance the interests of MacDonald, Dettwiler and Associates Ltd. (“ MDA ” or “ Company ”) and its shareholders by enabling MDA and other Participating Companies (as defined below) to attract and retain highly talented employees who are in a position to make significant contributions to the success of MDA, to reward them for their contributions to the success of MDA, and to encourage them to increase their proprietary interest in MDA and their personal interest in its continued success and progress.

This 2015 Plan provides for the award of the right to earn Appreciation Units (as herein defined).

2.	Definitions

For the purposes of this 2015 Plan and related documents, the following definitions apply:

“ 2015 Plan ” means this 2015 Long Term Incentive Plan, as amended from time to time.

“Act” means the Canada Business Corporations Act , as amended.

“ Appreciation Unit” means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2015 Plan, comprising the rights granted to a Grantee under this 2015 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2015 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2015 Plan.

“ AU Value ” with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2015 Plan.

“ Award Agreemen t” means the 2015 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award.

“ Base Price ” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant.

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

“ Business Day ” means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business.

“ Cancellation Notice ” has the meaning as set forth in Section 23(b) of this 2015 Plan.

“ Cash-Out Amount ” has the meaning as set forth in Section 7(d) of this 2015 Plan.

“ Cash-Out Rights ” has the meaning set forth in Section 7(d) of this 2015 Plan.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.

“ Company” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“ Consideration Reduction ” has the meaning as set forth in Section 23(a) of this 2015 Plan.

“ Date of Grant ” means the day on which an Award is made by the Company under this 2015 Plan.

“ Deductions ” has the meaning set forth in Section 7(d) of this 2015 Plan.

“ Exercise Date ” means the date on which the Company has received Notice from the Grantee of the Grantee’s exercise of any Appreciation Unit.

“ Exercise Notice ” has the meaning as set forth in Section 23(b) of this 2015 Plan.

“ Grantee ” means an Employee who receives an Award or holds an Appreciation Unit under this 2015 Plan.

“ Initial Appreciation Unit ” means the Appreciation Unit awarded with a Date of Grant of December 8, 2014.

“ Insider ” means:

(a)

(b)

an associate, as defined under Section 1(1) of the Securities Act (Ontario), of any person who is an insider by virtue of subparagraph (a).

“ Maturity Date ” for the Initial Appreciation Units means midnight on December 7, 2019, and for any other Appreciation Units granted hereunder means midnight on the Business Day that is five years after the Date of Grant of those Appreciation Units; provided however that if a Maturity Date falls within a Black-Out Period, the Maturity Date will be extended by 10 Business Days after the expiration of the Black-Out Period.

“ Notice ” means notice in writing sent by mail, personal delivery or recorded electronic method of transmission as provided by the Company or a Grantee.

“ Override Notice ” has the meaning as set forth in Section 23(b) of this 2015 Plan.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Plan Adoption Date ” means October 30, 2014.

“ Right to Acquire Shares ” has the meaning set forth in Section 7(d) of this 2015 Plan.

“ Section 23(a) Election ” has the meaning as set forth in Section 23(a) of this 2015 Plan.

“ Security-Based Compensation Arrangement ” means an option, option plan, employee share purchase plan, long-term incentive plan, phantom unit plan or any other compensation or incentive mechanism pursuant to which Shares from treasury are being issued to one or more directors, officers or employees of the Company or any Participating Company or current or past full-time or part-time employees of the Company or any Participating Company.

“ Senior Officer ” means any one of the President, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Stock Option Plan ” means the stock option plan of the Company dated December, 1999.

“ Subsection 110(1.1) Election ” has the meaning set forth in Section 21(c) of this 2015 Plan.

“ Subsidiary ” has the meaning specified in the Act.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

“ Terminating Transaction ” means any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger, amalgamation, arrangement, consolidation or business combination of the Company with one or more other Persons as a result of which the Company goes out of existence or becomes a Subsidiary of a corporation other than a Participating Company immediately prior to such event or there has otherwise been an acquisition of control of the Company (within the meaning of the Tax Act) by a Person other than a Participating Company immediately prior to such event or (c) a sale of all or substantially all of the Company’s assets to a Person or entity other than a Person that was a Participating Company immediately prior to such event; or (d) a sale to one Person (or two or more Persons acting in concert), other than to a Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding

Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to this 2015 Plan.

“ Total Disability ” means permanent and total disability as determined in the sole discretion of the Board.

“ U.S. Taxpayer ” means a Grantee who is a U.S. Citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose award of Appreciation Units under this 2015 Plan would be subject to U.S. taxation under the Code. Such Grantee shall be considered a U.S. Taxpayer solely with respect to such awards.

3.	Administration of 2015 Plan

(a)

Administration by Board . This 2015 Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of this 2015 Plan, to:

(i)

grant Awards of Appreciation Units to such eligible Employees as the Board may select on recommendation of the President and Chief Executive Officer;

(ii)

determine the timing of Awards and the number of Appreciation Units, subject to each Award;

(iii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award;

(iv)

adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of this 2015 Plan;

(v)

interpret the provisions of this 2015 Plan of any Awards made hereunder and decide any questions and settle all controversies and disputes that may arise in connection therewith.

All decisions, determinations, interpretations or other actions by the Board with respect to this 2015 Plan and any Awards shall be final, conclusive and binding on all Persons, including the Company, Participating Companies and Grantees and their respective legal representatives, their successors in interest and permitted assigns and upon all other Persons claiming by, through, under or against any of them.

(b)

Administration and delegation by Committee . Subject to the Act but otherwise in its sole discretion, the Board may delegate some of its powers with respect to this 2015 Plan to a Committee (in which case references to the Board in this 2015 Plan shall be deemed to refer to the Committee, where appropriate) except for the authority to make Awards under this 2015 Plan, unless such delegation is qualified. The delegated authority shall include the power to:

(i)

determine the timing of Awards, and

(ii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award.

4.	2015 Plan

(a)

Aggregate Awards . An aggregate of 1,700,000 Appreciation Units may be granted under all Awards as Appreciation Units and in the aggregate 800,000 Shares will be reserved for issuance under this 2015 Plan together with Shares to be issued under the 2014 Long-Term Incentive Plan, the 2013 Long-Term Incentive Plan and the 2012 Long-Term Incentive Plan. Any other additional Appreciation Units granted hereunder will be as determined by the Board, provided however that if any such increased Appreciation Units may be satisfied by the issuance of Shares from treasury any such increase shall be subject to the prior approval of the Stock Exchange and shareholders. For greater certainty, the number of Appreciation Units to which a particular Grantee is entitled shall be fixed on or prior to the Date of Grant and be specified in the Award Agreement.

(b)

(i)

the aggregate number of Shares reserved for issuance upon the exercise of all Appreciation Units granted under this 2015 Plan, and any appreciation units or deferred share units granted under any other Security-Based Compensation Arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares;

(ii)

the aggregate number of Shares issuable to Insiders under this 2015 Plan, and under any other Security-Based Compensation Arrangement of the Company, cannot at any time exceed 10% of the issued and outstanding Shares; and

(iii)

the aggregate number of Shares issued to Insiders under this 2015 Plan, and under any other Security-Based Compensation Arrangement of the Company within a one-year period, cannot exceed 10% of the issued and outstanding Shares.

No Appreciation Awards shall be issued to any director of a Participating Company who is not an Employee.

(c)

Changes in Capital . In the event of a stock dividend, share split or consolidation of Shares, exchange of securities, distribution payable in Shares, recapitalization or other change in MDA’s capital stock affecting the Shares, the number of Appreciation Units subject to grants or conversions then outstanding or subsequently awarded under this 2015 Plan, the maximum number of Appreciation Units under this 2015 Plan, and other relevant provisions shall be appropriately adjusted by the Board, so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.

5.	Effective Date

This 2015 Plan shall be effective as of the Plan Adoption Date.

6.	Awards under the 2015 Plan

Each Grantee under this 2015 Plan will be granted an Award, which will specify the number of Appreciation Units granted under this 2015 Plan and the Base Price with respect to those Appreciation Units.

7.	Terms of Appreciation Units

(a)

(b)

Subject to Section 10 below the Initial Appreciation Units will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on December 8, 2015, and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on each of, December 8, 2016 and December 8, 2017 with respect to the Initial Appreciation Units; and all other Appreciation Units granted or awarded will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on the first anniversary of the Date of Grant and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on the second and third anniversary of the Date of Grant.

(c)

The Appreciation Units in a Grantee’s AU Account shall mature on their Maturity Dates.

(d)

Alternative A – Right to Acquire Shares

If a Grantee, who is not a U.S. Taxpayer, shall elect the Right to Acquire Shares, the Company shall, based on surrender to the Company of the vested Appreciation Units exercised, and on payment as herein provided, and as soon as administratively possible, deliver to the Grantee the number of Shares represented by the number of Appreciation Units exercised upon payment by the Grantee to the Company of an amount equal to the Base Price multiplied by the number of vested Appreciation Units being exercised plus the amount of all Deductions payable with respect to the Appreciation Units that are being exercised.

Alternative B – Cash-Out Rights

(e)

All vested Appreciation Units must be exercised on or before the Maturity Date thereof and if not so exercised shall terminate and have no further value.

(f)

8.	Award Agreements

Each Award pursuant to this 2015 Plan shall be evidenced by an Award Agreement, to be executed by the Company and by the Grantee, containing terms and conditions not inconsistent with the terms and conditions of this 2015 Plan. The grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to any particular Grantee does not entitle that Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under this 2015 Plan or any other plan established by the Company and issued or awarded from time to time.

9.	Discretionary Awards

Awards may be made under this 2015 Plan to any Employee of any Participating Company as the Board or the Committee shall determine and designate from time to time. The Board may set limits on the number of Appreciation Units that may be granted to any Person or class of Persons.

10.	Additional Vesting and Termination

(a)

Discretionary Accelerations, etc. Notwithstanding any other term of this 2015 Plan, the Board may, in its sole discretion, accelerate the time at which all or any part of any Appreciation Units may be exercised.

(b)

Termination of Employment or Officership . In the event of termination of employment of a Grantee with the Participating Companies for any reason other than for “cause” (pursuant to Section 12 and including by way of retirement below) or by reason of death or Total Disability, except as may be provided in any Award Agreement all Appreciation Units under this 2015 Plan which have vested shall be deemed to have matured (i) on the day after Notice of termination of such position(s) is given; or (ii) if the termination of employment is by the Participating Company, and a period of notice is given during which the Grantee is required to work, the day at the end of that period or the last day of work, whichever occurs first. For administrative purposes, a Grantee who provides Notice of termination has 30 days from date of that Notice given by him or her to the Company or the Participating Company to terminate his or her employment, to exercise any Appreciation Units that have vested prior to the date of the Notice. For the purposes hereof if a Grantee shall cease to be an Employee and shall be an independent contractor, all Appreciation Units which have vested shall be deemed to have matured on the date that the Grantee shall cease to be an Employee. A Grantee who is an Employee of a Participating Company shall be deemed to have incurred a termination and been given notice of termination for purposes of this

Section 10(b) if such Participating Company ceases to be a Participating Company, unless such Grantee is an Employee, officer or director of any other Participating Company. Any Appreciation Units which have not vested at the time of any termination of employment or upon a Grantee ceasing to be an Employee as provided herein shall cease and be cancelled upon the date of that termination or the date of that Notice, as herein provided.

(c)

Rights in the Event of Death . In the event that the employment of a Grantee with a Participating Company is terminated by reason of death, all Appreciation Units shall continue to be held under the terms of this 2015 Plan as if the Grantee had not died, and the legal representative of the Grantee shall be deemed to be an Employee for the purposes of this 2015 Plan.

(d)

Rights in the Event of Total Disability. In the event that the employment of a Grantee with a Participating Company is terminated by reason of Total Disability of the Grantee, all Appreciation Units under this 2015 Plan shall continue as if the Grantee had not become disabled and the Grantee shall be deemed to be an Employee for the purposes of this 2015 Plan.

(e)

Leave of Absence. An approved leave of absence shall not constitute a termination of employment under the Plan. An approved leave of absence shall mean an absence approved by a Participating Company, pursuant to a policy or otherwise for military leave, sick leave, or other bona fide leave, for such period as approved by the Participating Company and a leave as requested by a Participating Company and approved by the President and Chief Executive Officer. During an approved leave of absence in excess of ninety (90) days, all vesting of any Appreciation Units shall be suspended and shall commence upon the Grantee recommencing employment on the same terms as contained in this 2015 Plan taking into consideration the length of the leave of absence. If the Grantee shall not recommence employment upon expiry of the approved leave of absence, the Award held by the Grantee will terminate and the Appreciation Units thereunder which have vested shall be deemed to have matured on the date of expiry of the approved leave of absence and shall be cancelled. Notwithstanding the foregoing, in no event shall an approved leave of absence result in Appreciation Units surviving beyond the Maturity Date.

(f)

(g)

Reduction of Hours of Work. In the event that the hours of work of a Grantee with a Participating Company is reduced by reason of a request from the Grantee, unvested Appreciation Units under this 2015 Plan may be terminated in whole or in part, at the sole discretion of the Company by notice to the Grantee, from the effective date of the Grantee’s reduction in hours of work. Appreciation Units that have been reduced under this Section 10(g) may not be reinstated at a later date if the Grantee’s hours of work are subsequently increased.

11.	U.S. Taxpayers

Notwithstanding any provisions of this 2015 Plan, a Grantee who is a U.S. Taxpayer, shall not have the right to exercise any Right to Acquire Shares with respect to any Appreciation Units held by that Grantee and the Company shall not have the right to give any Section 23(a) Election or Override Notice to any Grantee who is a U.S. Taxpayer.

12.	Forfeiture Conditions

13.	Compliance with Securities Laws

The grant of an Award and grant of Appreciation Units shall be subject to compliance with (i) applicable federal, provincial and state laws and regulations, including Securities Laws, (ii) all applicable listing requirements of the Stock Exchange and any national securities or stock exchange or national market system on which the Shares are then listed or quoted, and (iii) Company counsel’s approval of all other legal matters in connection with the delivery of such Appreciation Units.

14.	Status of Awards and Appreciation Units

Any Awards and Appreciation Units shall not be considered a security of the Company and any Grantee shall not be entitled to any rights as a securityholder in the Company or as a holder of Shares.

15.	Terminating Transaction

Except as otherwise provided herein, all Appreciation Units outstanding under this 2015 Plan shall accelerate and be deemed to have been vested on the completion of a Terminating Transaction in which event all Appreciation Units shall be exercisable at the same value as the Shares held by shareholders are valued in the Terminating Transaction. Grantees may exercise their Appreciation Units in the manner as provided herein by notice to the Company effective on the date of completion of the Terminating Transaction. Upon consummation of any such event, this 2015 Plan shall terminate.

16.

Taxes

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, provincial, state, local and other tax required by law to be withheld by the Company with respect to payments of Appreciation Units pursuant to this 2015 Plan. As a condition of a grant or exercise or redemption of any Appreciation Units or payment thereof on maturity, a Grantee (or the Grantee’s beneficiary or legal representative) will pay to the appropriate Participating Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of any applicable withholding obligation.

17.	Employment Rights

Neither the adoption of this 2015 Plan nor the making of any Awards shall confer upon any Grantee any right to continue as an Employee, officer or director of any Participating Company or affect in any way the right of any Participating Company to terminate the Employee at any time. Except as otherwise specifically provided by the Board in any particular case, the loss of existing or potential profit in Appreciation Units under this 2015 Plan shall not constitute an element of damages in the event of termination of the relationship of a Grantee, unless the termination is in violation of an obligation of the Company to the Grantee under a written agreement of employment.

18.	Corporate Action

Nothing contained in this 2015 Plan or in an Award Agreement shall be construed so as to prevent any Participating Company from taking corporate action which is deemed by the Company or the Participating Company, acting in good faith, to be appropriate or in its best interest, whether or not such action would have an adverse effect on this 2015 Plan or any outstanding Award, provided that the Company shall not undertake any such corporate action with the intent to adversely prejudice any outstanding Award.

19.	Amendment or Termination of 2015 Plan

(a)

Neither the adoption of this 2015 Plan nor the making of any Awards shall affect the Company’s right to grant options under the Stock Option Plan or otherwise, outside of this 2015 Plan to any Person that is not subject to this 2015 Plan, to issue to such Persons Shares as a bonus or otherwise, or to adopt other plans or arrangements under which Shares may be issued.

(b)

With the consent of the Grantee, the Board may at any time cancel an existing Award or Appreciation Units in whole or in part and make any other Award or Appreciation Units as the Board specifies. No amendment of this 2015 Plan or the Appreciated Units granted shall materially adversely affect the rights of any Grantee (without the Grantee’s consent) under any outstanding Award or Appreciation Units held.

(c)

Subject to 19(e), the Board may, in its sole discretion, at any time and from time to time: (i) amend or suspend this 2015 Plan in whole or in part, (ii) amend or discontinue any Appreciation Units granted under this 2015 Plan, and (iii) terminate this 2015 Plan, without prior notice to or approval by any Grantees or shareholders of the Company. Without limiting the generality of the foregoing, the Board may:

(i)

amend the definition of “Grantee” or the eligibility requirements for participating in this 2015 Plan, where such amendment would not have the potential of broadening or increasing Insider participation;

(ii)

amend the manner in which Grantees may elect to exercise any Appreciation Units;

(iii)

amend the provisions of this 2015 Plan relating to the Appreciation Units and the dates for the exercise of the same;

(iv)

make any amendment which is intended to ensure compliance with tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(v)

make any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Board);

(vi)

make any amendment which is intended to remove any conflicts or other inconsistencies which may exist between any terms of this 2015 Plan and any provisions of any tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(vii)

make any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;

(viii)

make any amendment which is not expected to materially adversely affect the interests of the shareholders of the Company; and

(ix)

make any amendment which is intended to facilitate the administration of this 2015 Plan.

(d)

No amendment may be made to this 2015 Plan or any Appreciation Unit to change the Base Price or the determination of the AU Value.

(e)

No modification or amendment of the following provisions of this 2015 Plan shall be effective unless and until the Company has obtained the approval of the shareholders of the Company in accordance with the rules and policies of the Stock Exchange:

(i)

the number of Shares reserved for issuance under this 2015 Plan (including a change from a fixed maximum number of Shares to a fixed maximum percentage of Shares);

(ii)

the definition of “Grantee” or the eligibility requirements for participating in this 2015 Plan, where such amendment would have the potential of broadening or increasing Insider participation, including permitting any independent directors of a Participating Company to be Grantees;

(iii)

the extension of any right of a Grantee under this 2015 Plan beyond the date on which such right would originally have matured; and

(iv)

the terms of Section 19(c), 19(d) or 19(e).

(f)

No amendment, suspension or discontinuance of this 2015 Plan or of any granted Appreciation Unit may contravene the requirements of the Stock Exchange or any securities commission or regulatory body to which this 2015 Plan or the Company is now or may hereafter be subject.

(g)

If the Board terminates this 2015 Plan, no new Appreciation Units (other than Appreciation Units that have been granted but vest subsequently pursuant to Section 7(b)) will be credited to the AU Account of a Grantee, but previously credited (and subsequently vesting) Appreciation Units shall be exercised in accordance with the terms and conditions of this 2015 Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining Grantee receives the consideration payable on exercise for all Appreciation Units recorded in the Grantee’s AU Account. Termination of this 2015 Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Appreciation Units granted under this 2015 Plan prior to the date of such termination.

20.	Compliance with Laws

(a)

The administration of this 2015 Plan, including the Company’s issuance of any Appreciation Units or its obligation to make any payments or issuances of securities in respect thereof, shall be subject to and made in conformity with all laws applicable thereto.

(b)

Each Grantee shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in this 2015 Plan) that the Grantee shall, at all times, act in strict compliance with this 2015 Plan and all applicable laws, including, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.

(c)

21.	Stock Exchange and Other Approvals

Notwithstanding the provisions of Section 7(d) hereof, the issue of any Shares from treasury and the reservation of any Shares for issue under this 2015 Plan shall require the prior approval of this 2015 Plan by the Stock Exchange and the prior approval of the shareholders of the Company pursuant to the rules of the Stock Exchange, which must be obtained by the Company. No Shares shall be issuable from treasury under this 2015 Plan until such approvals have been obtained.

22.	Tax Election

Whereas, pursuant to this 2015 Plan:

(a)

it is intended that Award Agreements and related Appreciation Units constitute an agreement by the Company to sell or issue Shares to Grantees that are Employees of the Company or of Participating Companies other than U.S. Taxpayers, pursuant to and subject to the terms of this 2015 Plan including Section 19 hereof, within the meaning of subsection 7(1) of the Tax Act; and

(b)

is intended that, subject to the provisions of the Tax Act and the alternative elections under Section 23 or any other terms of this 2015 Plan and Award Agreements, Grantees be entitled to benefit from any available deduction under paragraph 110(1)(d) of the Tax Act with regards to any exercise by the Grantee of the Right to Acquire Shares, as reflected in the

Award Agreements, upon payment of the Base Price and if applicable, the amount of any Deductions; and with regards to any payment to such Grantees pursuant to the Cash-Out Rights in respect of the disposition or “cash-out” of the Grantees’ Appreciation Units comprising their Right to Acquire Shares;

(c)

the Company agrees to elect pursuant to subsection 110(1.1) of the Tax Act that neither it, any Participating Company, nor any other person not dealing at arm’s length with the Company will deduct, in computing its income for Canadian tax purposes, any amount in respect of a payment to a Grantee under the Cash Out Rights in respect of the surrender by the Grantees of Appreciation Units comprising their Right to Acquire Shares (the “ Subsection 110(1.1) Election ”); and

(d)

23.	Alternative Notices by the Company

(a)

Notwithstanding the provisions of Sections 21 and 7(d) of this 2015 Plan, the Company may by Notice (the “ Section 23(a) Election ”) to the Grantees, other than any U.S. Taxpayer, given not less than 30 days prior to the first date of any vesting of the Appreciation Units granted under this 2015 Plan, elect to not make a Subsection 110(1.1) Election which Section 23(a) Election shall apply to all Appreciation Units and, where so specified by the Company in the Section 23(a) Election, the aggregate amount payable by a Grantee pursuant to any Right to Acquire Shares shall be reduced by $1 in total for each Grantee (the “ Consideration Reduction ”), so that Grantees may not be entitled to benefits under paragraph 110(1)(d) of the Tax Act in respect of either (a) the Right to Acquire Shares in respect of all of the Appreciation Units, where the Section 23(a) Election elects a Consideration Reduction, or (b) the Cash-Out Rights regardless of any specified Consideration Reduction. For greater certainty, it is hereby declared and agreed that the Consideration Reduction, if elected, shall apply to all Appreciation Units under this 2015 Plan, for all Grantees, other than Grantees that are U.S. Taxpayers, and shall not give rise to any termination, change or novation of any such Appreciation Units nor of any other terms, conditions or rights under this 2015 Plan or the relevant Award Agreement.

(b)

Notwithstanding the provisions of Sections 22 and 7(d) of this 2015 Plan, upon receipt by the Company of Notice from a Grantee exercising the Cash-Out Rights with respect to any Appreciation Units held by the Grantee (the “ Exercise Notice ”), the Company may elect to override the Cash-Out Rights by giving Notice to the Grantee other than any U.S. Taxpayer (the “ Override Notice ”), within 2 Business Days of receipt of the Exercise Notice pursuant to which the Company will elect to (i) deliver to the Grantee a number of Shares obtained by dividing the Cash-Out Amount by the Fair Market Value of Shares on the Exercise Date, which Shares will be purchased on the open market, or (ii) issue to the Grantee from treasury a number of Shares obtained by multiplying the AU Value of the Appreciation Units being exercised on the Exercise Date by the number of Appreciation Units being exercised (the “ Exercise Value ”) and by dividing that product by the Fair Market Value of a Share on the Exercise Date. Upon receipt by the Grantee of an Override Notice, the Grantee shall have the right by Notice to the Company (the “ Cancellation Notice ”) given within 2 Business Days of receipt of the Override Notice, to retract the Exercise Notice, in which event the Appreciation Units shall be reinstated to the Grantee’s AU Account as if the Exercise Notice had never been given. If no Cancellation Notice is received by the Company within the specified time the Company shall deliver to the Grantee the number of Shares to which the Grantee is entitled as determined herein, depending on the election made by the Company. In the event of the exercise of (b)(ii) the Grantee shall forthwith pay to the Company, the amount of the Deductions applicable to the Exercise Value. If the Company does not issue an Override Notice within the time specified herein, the Company shall comply with the obligations with respect to the Cash-Out Right as provided in Section 7(d) of this 2015 Plan.

24.	General Provisions

(a)

(b)

Titles and Headings . Titles and headings of sections of this 2015 Plan are for convenience of reference only and shall not affect the construction of any provision of this 2015 Plan.

(c)

Time. If the time for any action to be taken hereunder or any notice given falls or is given on a Saturday, Sunday or a holiday in British Columbia, the action taken or notice given shall be deemed to have occurred or been given on the next day following the date that is not a holiday.

(d)

Governing Law . This 2015 Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the Province of British Columbia and the federal laws of Canada applicable therein.

(e)

Severability . If any provision of this 2015 Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

This 2015 Plan was duly adopted by the Board of Directors of the Company as of October 30, 2014 and amended February 25, 2015.

“ Gordon Thiessen ”

Gordon D. Thiessen

Corporate Secretary

Exhibit 4.8

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2016 LONG TERM INCENTIVE PLAN

1.	Purpose of the 2016 Plan

The purpose of the 2016 Long Term Incentive Plan (“ 2016 Plan ”) is to advance the interests of MacDonald, Dettwiler and Associates Ltd. (“ MDA ” or “ Company ”) and its shareholders by enabling MDA and other Participating Companies (as defined below) to attract and retain highly talented employees who are in a position to make significant contributions to the success of MDA, to reward them for their contributions to the success of MDA, and to encourage them to increase their proprietary interest in MDA and their personal interest in its continued success and progress.

This 2016 Plan provides for the award of the right to earn Appreciation Units (as herein defined).

2.	Definitions

For the purposes of this 2016 Plan and related documents, the following definitions apply:

“ 2016 Plan ” means this 2016 Long Term Incentive Plan, as amended from time to time.

“Act” means the Canada Business Corporations Act , as amended.

“ Appreciation Unit” means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2016 Plan, comprising the rights granted to a Grantee under this 2016 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2016 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2016 Plan.

“ AU Value ” with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2016 Plan.

“ Award Agreemen t” means the 2016 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award.

“ Base Price ” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant.

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

“ Business Day ” means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business.

“ Cancellation Notice ” has the meaning as set forth in Section 23(b) of this 2016 Plan.

“ Cash-Out Amount ” has the meaning as set forth in Section 7(d) of this 2016 Plan.

“ Cash-Out Rights ” has the meaning set forth in Section 7(d) of this 2016 Plan.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.

“ Company” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“ Consideration Reduction ” has the meaning as set forth in Section 23(a) of this 2016 Plan.

“ Date of Grant ” means the day on which an Award is made by the Company under this 2016 Plan.

“ Deductions ” has the meaning set forth in Section 7(d) of this 2016 Plan.

“ Disability Termination Date ” has the meaning set forth in Section 10(e) of this 2016 Plan.

“ Exercise Date ” means the date on which the Company has received Notice from the Grantee of the Grantee’s exercise of any Appreciation Unit.

“ Exercise Notice ” has the meaning as set forth in Section 23(b) of this 2016 Plan.

“ Grantee ” means an Employee who receives an Award or holds an Appreciation Unit under this 2016 Plan.

“ Initial Appreciation Unit ” means the Appreciation Unit awarded with a Date of Grant of December 1, 2015.

“ Insider ” means:

(a)

(b)

an associate, as defined under Section 1(1) of the Securities Act (Ontario), of any person who is an insider by virtue of subparagraph (a).

“ Leave of Absence Expiry Date ” has the meaning set forth in Section 10(e) of this 2016 Plan.

“ Maturity Date ” for the Initial Appreciation Units means midnight on November 30, 2020, and for any other Appreciation Units granted hereunder means midnight on the Business Day that is five years after the Date of Grant of those Appreciation Units; provided however that if a Maturity Date falls within a Black-Out Period, the Maturity Date will be extended by 10 Business Days after the expiration of the Black-Out Period.

“ Notice ” means notice in writing sent by mail, personal delivery or recorded electronic method of transmission as provided by the Company or a Grantee.

“ Override Notice ” has the meaning as set forth in Section 23(b) of this 2016 Plan.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Permitted U.S. Taxpayer ” has the meaning set forth in Section 7(d) of this 2016 Plan.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Plan Adoption Date ” means October 30, 2015.

“ Right to Acquire Shares ” has the meaning set forth in Section 7(d) of this 2016 Plan.

“ Section 23(a) Election ” has the meaning as set forth in Section 23(a) of this 2016 Plan.

“ Security-Based Compensation Arrangement ” means an option, option plan, employee share purchase plan, long-term incentive plan, phantom unit plan or any other compensation or incentive mechanism pursuant to which Shares from treasury are being issued to one or more directors, officers or employees of the Company or any Participating Company or current or past full-time or part-time employees of the Company or any Participating Company.

“ Senior Officer ” means any one of the President, the Chief Executive Officer, the Chief Operating Officer or the Chief Financial Officer.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Stock Option Plan ” means the stock option plan of the Company dated December, 1999.

“ Subsection 110(1.1) Election ” has the meaning set forth in Section 21(c) of this 2016 Plan.

“ Subsidiary ” has the meaning specified in the Act.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

goes out of existence or becomes a Subsidiary of a corporation other than a Participating Company immediately prior to such event or there has otherwise been an acquisition of control of the Company (within the meaning of the Tax Act) by a Person other than a Participating Company immediately prior to such event or (c) a sale of all or substantially all of the Company’s assets to a Person or entity other than a Person that was a Participating Company immediately prior to such event; or (d) a sale to one Person (or two or more Persons acting in concert), other than to a Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to this 2016 Plan.

“ Total Disability ” means permanent and total disability as determined in the sole discretion of the Board.

“ U.S. Taxpayer ” means a Grantee who is a U.S. Citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose award of Appreciation Units under this 2016 Plan would be subject to U.S. taxation under the Code. Such Grantee shall be considered a U.S. Taxpayer solely with respect to such awards.

3.	Administration of 2016 Plan

(a)

Administration by Board . This 2016 Plan shall be administered by the Board. The Board shall have authority, not inconsistent with the express provisions of this 2016 Plan, to:

(i)

grant Awards of Appreciation Units to such eligible Employees as the Board may select on recommendation of the President and Chief Executive Officer;

(ii)

determine the timing of Awards and the number of Appreciation Units, subject to each Award;

(iii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award;

(iv)

adopt such rules and regulations as the Board may deem necessary or appropriate to carry out the purposes of this 2016 Plan;

(v)

interpret the provisions of this 2016 Plan of any Awards made hereunder and decide any questions and settle all controversies and disputes that may arise in connection therewith.

All decisions, determinations, interpretations or other actions by the Board with respect to this 2016 Plan and any Awards shall be final, conclusive and binding on all Persons, including the Company, Participating Companies and Grantees and their respective legal representatives, their successors in interest and permitted assigns and upon all other Persons claiming by, through, under or against any of them.

(b)

Administration and delegation by Committee . Subject to the Act but otherwise in its sole discretion, the Board may delegate some of its powers with respect to this 2016 Plan to a Committee (in which case references to the Board in this 2016 Plan shall be deemed to refer to the Committee, where appropriate) except for the authority to make Awards under this 2016 Plan, unless such delegation is qualified. The delegated authority shall include the power to:

(i)

determine the timing of Awards, and

(ii)

determine the terms and conditions of each Award, including the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award.

4.	2016 Plan

(a)

Aggregate Awards . An aggregate of 1,700,000 Appreciation Units may be granted under all Awards as Appreciation Units and in the aggregate 200,000 Shares will be reserved for issuance under this 2016 Plan. Any other additional Appreciation Units granted hereunder will be as determined by the Board, provided however that if any such increased Appreciation Units may be satisfied by the issuance of Shares from treasury any such increase shall be subject to the prior approval of the Stock Exchange and shareholders. For greater certainty, the number of Appreciation Units to which a particular Grantee is entitled shall be fixed on or prior to the Date of Grant and be specified in the Award Agreement.

(b)

(i)

the aggregate number of Shares reserved for issuance upon the exercise of all Appreciation Units granted under this 2016 Plan, and any appreciation units, deferred share units or options granted under any other Security-Based Compensation Arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares;

(ii)

the aggregate number of Shares issuable to Insiders under this 2016 Plan, and under any other Security-Based Compensation Arrangement of the Company, cannot at any time exceed 10% of the issued and outstanding Shares; and

(iii)

the aggregate number of Shares issued to Insiders under this 2016 Plan, and under any other Security-Based Compensation Arrangement of the Company within a one-year period, cannot exceed 10% of the issued and outstanding Shares.

No Appreciation Awards shall be issued to any director of a Participating Company who is not an Employee.

(c)

Changes in Capital . In the event of a stock dividend, share split or consolidation of Shares, exchange of securities, distribution payable in Shares, recapitalization or other change in MDA’s capital stock affecting the Shares, the number of Appreciation Units subject to grants or conversions then outstanding or subsequently awarded under this 2016 Plan, the maximum number of Appreciation Units under this 2016 Plan, and other relevant provisions shall be appropriately adjusted by the Board, so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.

5.	Effective Date

This 2016 Plan shall be effective as of the Plan Adoption Date.

6.	Awards under the 2016 Plan

Each Grantee under this 2016 Plan will be granted an Award, which will specify the number of Appreciation Units granted under this 2016 Plan and the Base Price with respect to those Appreciation Units.

7.	Terms of Appreciation Units

(a)

(b)

Subject to Section 10 below the Initial Appreciation Units will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on December 1, 2016, and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on each of, December 1, 2017 and December 1, 2018 with respect to the Initial Appreciation Units; and all other Appreciation Units granted or awarded will vest in the amount of one-third ( ¹ ⁄ ₃ ) of the Award on the first anniversary of the Date of Grant and, thereafter, in the amount of an additional one-third ( ¹ ⁄ ₃ ) of the Award on the second and third anniversary of the Date of Grant.

(c)

The Appreciation Units in a Grantee’s AU Account shall mature on their Maturity Dates.

(d)

Alternative A – Right to Acquire Shares

If a Grantee, including a U.S. Taxpayer who is granted a Right to Acquire Shares in his or her Award Agreement (the “ Permitted U.S. Taxpayer ”) shall elect the Right to Acquire Shares, the Company shall, based on surrender to the Company of the vested Appreciation Units exercised, and on payment as herein provided, and as soon as administratively possible, deliver to the Grantee the number of Shares represented by the number of Appreciation Units exercised upon payment by the Grantee, including the Permitted U.S. Taxpayer, to the Company of an amount equal to the Base Price multiplied by the number of vested Appreciation Units being exercised plus the amount of all Deductions payable with respect to the Appreciation Units that are being exercised.

Alternative B – Cash-Out Rights

(e)

All vested Appreciation Units must be exercised on or before the Maturity Date thereof and if not so exercised shall terminate and have no further value.

(f)

The Shares to be delivered by the Company to the Grantee, including the Permitted U.S. Taxpayer, upon exercise of the Right to Acquire Shares or pursuant to Section 23(b), may be purchased in the open market, or subject to compliance as provided in Section 21, from treasury.

8.	Award Agreements

Each Award pursuant to this 2016 Plan shall be evidenced by an Award Agreement, to be executed by the Company and by the Grantee, containing terms and conditions not inconsistent with the terms and conditions of this 2016 Plan. The grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to any particular Grantee does not entitle that Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under this 2016 Plan or any other plan established by the Company and issued or awarded from time to time.

9.	Discretionary Awards

Awards may be made under this 2016 Plan to any Employee of any Participating Company as the Board or the Committee shall determine and designate from time to time. The Board may set limits on the number of Appreciation Units that may be granted to any Person or class of Persons.

10.	Additional Vesting and Termination

(a)

Discretionary Accelerations, etc. Notwithstanding any other term of this 2016 Plan, the Board may, in its sole discretion, accelerate the time at which all or any part of any Appreciation Units may be exercised.

(b)

or the Participating Company to terminate his or her employment, to exercise any Appreciation Units that have vested prior to the date of the Notice. For the purposes hereof if a Grantee shall cease to be an Employee and shall be an independent contractor, all Appreciation Units which have vested shall be deemed to have matured on the date that the Grantee shall cease to be an Employee. A Grantee who is an Employee of a Participating Company shall be deemed to have incurred a termination and been given notice of termination for purposes of this Section 10(b) if such Participating Company ceases to be a Participating Company, unless such Grantee is an Employee, officer or director of any other Participating Company. Any Appreciation Units which have not vested at the time of any termination of employment or upon a Grantee ceasing to be an Employee as provided herein shall cease and be cancelled upon the date of that termination or the date of that Notice, as herein provided.

(c)

Rights in the Event of Death . In the event that the employment of a Grantee with a Participating Company is terminated by reason of death, all Appreciation Units which are vested at the date of death must be exercised within a period of 30 days after the date of death and if not so exercised within that period will be deemed to have matured and be cancelled, and all unvested Appreciation Units shall be deemed to have matured and be cancelled on the date of death.

(d)

Rights in the Event of Total Disability. In the event that the employment of a Grantee with a Participating Company is terminated by reason of Total Disability of the Grantee, all Vested Appreciation Units at the date of the termination of employment by Total Disability (the “ Disability Termination Date ”) must be exercised within a period of 30 days after the Disability Termination Date and if not so exercised within that period will be deemed to have matured and be cancelled, and all unvested Appreciation Units at the Disability Termination Date shall be deemed to have matured and be cancelled on the Disability Termination Date.

(e)

Leave of Absence. An approved leave of absence shall mean an absence approved by a Participating Company, pursuant to a policy or otherwise for military leave, sick leave, or other bona fide leave, for such period as approved by the Participating Company and a leave as requested by a Participating Company and approved by the President and Chief Executive Officer. During an approved leave of absence in excess of thirty (30) days, all vesting of any Appreciation Units shall be suspended and shall commence upon the Grantee recommencing employment on the same terms as contained in this 2016 Plan taking into consideration the length of the leave of absence. If the Grantee shall not recommence employment upon expiry of the approved leave of absence (the “ Leave of Absence Expiry Date ”), the Award held by the Grantee

will terminate and the Appreciation Units thereunder which have vested must be exercised within 30 days after the Leave of Absence Expiry Date and if not so exercised within that period will be deemed to have matured and be cancelled; and all Appreciation Units under the Award Agreement which have not vested on the Leave of Absence Expiry Date shall be deemed to have matured and shall be cancelled. Notwithstanding the foregoing, in no event shall an approved leave of absence result in Appreciation Units surviving beyond the Maturity Date. In the event that a Grantee with a Participating Company requests and receives an approved leave of absence, unvested Appreciation Units under this 2016 Plan may be terminated in whole or in part, at the sole discretion of the Company by notice to the Grantee, from the effective date of the Grantee’s approved leave of absence. Appreciation Units that have been reduced under this Section 10(e) may not be reinstated at a later date if the Grantee returns from the approved leave of absence.

(f)

(g)

Reduction of Hours of Work. In the event that the hours of work of a Grantee with a Participating Company is reduced by reason of a request from the Grantee, unvested Appreciation Units under this 2016 Plan may be terminated in whole or in part, at the sole discretion of the Company by notice to the Grantee, from the effective date of the Grantee’s reduction in hours of work. Appreciation Units that have been reduced under this Section 10(g) may not be reinstated at a later date if the Grantee’s hours of work are subsequently increased.

(h)

The Board, in its discretion, may waive any provision contained in this Section 10.

11.	U.S. Taxpayers

Notwithstanding any provisions of this 2016 Plan, the Company shall not have the right to give any Section 23(a) Election or Override Notice to any Grantee who is a Permitted U.S. Taxpayer.

12.	Forfeiture Conditions

13.	Compliance with Securities Laws

The grant of an Award and grant of Appreciation Units shall be subject to compliance with (i) applicable federal, provincial and state laws and regulations, including Securities Laws, (ii) all applicable listing requirements of the Stock Exchange and any national securities or stock exchange or national market system on which the Shares are then listed or quoted, and (iii) Company counsel’s approval of all other legal matters in connection with the delivery of such Appreciation Units.

14.	Status of Awards and Appreciation Units

Any Awards and Appreciation Units shall not be considered a security of the Company and any Grantee shall not be entitled to any rights as a security holder in the Company or as a holder of Shares.

15.	Terminating Transaction

Except as otherwise provided herein, all Appreciation Units outstanding under this 2016 Plan shall accelerate and be deemed to have been vested on the completion of a Terminating Transaction in which event all Appreciation Units shall be exercisable at the same value as the Shares held by shareholders are valued in the Terminating Transaction. Grantees may exercise their Appreciation Units in the manner as provided herein by notice to the Company effective on the date of completion of the Terminating Transaction. Upon consummation of any such event, this 2016 Plan shall terminate.

16.

Taxes

The Board shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, provincial, state, local and other tax required by law to be withheld by the Company with respect to payments of Appreciation Units pursuant to this 2016 Plan. As a condition of a grant or exercise or redemption of any Appreciation Units or payment thereof on maturity, a Grantee (or the Grantee’s beneficiary or legal representative) will pay to the appropriate Participating Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of any applicable withholding obligation.

17.	Employment Rights

Neither the adoption of this 2016 Plan nor the making of any Awards shall confer upon any Grantee any right to continue as an Employee, officer or director of any Participating Company or affect in any way the right of any Participating Company to terminate the Employee at any time. Except as otherwise specifically provided by the Board in any particular case, the loss of existing or potential profit in Appreciation Units under this 2016 Plan shall not constitute an element of damages in the event of termination of the relationship of a Grantee, unless the termination is in violation of an obligation of the Company to the Grantee under a written agreement of employment.

18.	Corporate Action

Nothing contained in this 2016 Plan or in an Award Agreement shall be construed so as to prevent any Participating Company from taking corporate action which is deemed by the Company or the Participating Company, acting in good faith, to be appropriate or in its best interest, whether or not such action would have an adverse effect on this 2016 Plan or any outstanding Award, provided that the Company shall not undertake any such corporate action with the intent to adversely prejudice any outstanding Award.

19.	Amendment or Termination of 2016 Plan

(a)

Neither the adoption of this 2016 Plan nor the making of any Awards shall affect the Company’s right to grant options under the Stock Option Plan or otherwise, outside of this 2016 Plan to any Person that is not subject to this 2016 Plan, to issue to such Persons Shares as a bonus or otherwise, or to adopt other plans or arrangements under which Shares may be issued.

(b)

With the consent of the Grantee, the Board may at any time cancel an existing Award or Appreciation Units in whole or in part and make any other Award or Appreciation Units as the Board specifies. No amendment of this 2016 Plan or the Appreciated Units granted shall materially adversely affect the rights of any Grantee (without the Grantee’s consent) under any outstanding Award or Appreciation Units held.

(c)

Subject to 19(e), the Board may, in its sole discretion, at any time and from time to time: (i) amend or suspend this 2016 Plan in whole or in part, (ii) amend or discontinue any Appreciation Units granted under this 2016 Plan, and (iii) terminate this 2016 Plan, without prior notice to or approval by any Grantees or shareholders of the Company. Without limiting the generality of the foregoing, the Board may:

(i)

amend the definition of “Grantee” or the eligibility requirements for participating in this 2016 Plan, where such amendment would not have the potential of broadening or increasing Insider participation;

(ii)

amend the manner in which Grantees may elect to exercise any Appreciation Units;

(iii)

amend the provisions of this 2016 Plan relating to the Appreciation Units and the dates for the exercise of the same;

(iv)

make any amendment which is intended to ensure compliance with tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(v)

make any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Board);

(vi)

make any amendment which is intended to remove any conflicts or other inconsistencies which may exist between any terms of this 2016 Plan and any provisions of any tax, securities and other laws applicable thereto and the requirements of the Stock Exchange;

(vii)

make any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;

(viii)

make any amendment which is not expected to materially adversely affect the interests of the shareholders of the Company; and

(ix)

make any amendment which is intended to facilitate the administration of this 2016 Plan.

(d)

No amendment may be made to this 2016 Plan or any Appreciation Unit to change the Base Price or the determination of the AU Value.

(e)

No modification or amendment of the following provisions of this 2016 Plan shall be effective unless and until the Company has obtained the approval of the shareholders of the Company in accordance with the rules and policies of the Stock Exchange:

(i)

the number of Shares reserved for issuance under this 2016 Plan (including a change from a fixed maximum number of Shares to a fixed maximum percentage of Shares);

(ii)

the definition of “Grantee” or the eligibility requirements for participating in this 2016 Plan, where such amendment would have the potential of broadening or increasing Insider participation, including permitting any independent directors of a Participating Company to be Grantees;

(iii)

the extension of any right of a Grantee under this 2016 Plan beyond the date on which such right would originally have matured; and

(iv)

the terms of Section 19(c), 19(d) or 19(e).

(f)

No amendment, suspension or discontinuance of this 2016 Plan or of any granted Appreciation Unit may contravene the requirements of the Stock Exchange or any securities commission or regulatory body to which this 2016 Plan or the Company is now or may hereafter be subject.

(g)

If the Board terminates this 2016 Plan, no new Appreciation Units (other than Appreciation Units that have been granted but vest subsequently pursuant to Section 7(b)) will be credited to the AU Account of a Grantee, but previously credited (and subsequently vesting) Appreciation Units shall be exercised in accordance with the terms and conditions of this 2016 Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining Grantee receives the consideration payable on exercise for all Appreciation Units recorded in the Grantee’s AU Account. Termination of this 2016 Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Appreciation Units granted under this 2016 Plan prior to the date of such termination.

20.	Compliance with Laws

(a)

The administration of this 2016 Plan, including the Company’s issuance of any Appreciation Units or its obligation to make any payments or issuances of securities in respect thereof, shall be subject to and made in conformity with all laws applicable thereto.

(b)

Each Grantee shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in this 2016 Plan) that the Grantee shall, at all times, act in strict compliance with this 2016 Plan and all applicable laws, including, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.

(c)

21.	Stock Exchange and Other Approvals

Notwithstanding the provisions of Section 7(d) hereof, the issue of any Shares from treasury and the reservation of any Shares for issue under this 2016 Plan shall require the prior approval of this 2016 Plan by the Stock Exchange and the prior approval of the shareholders of the Company pursuant to the rules of the Stock Exchange, which must be obtained by the Company. No Shares shall be issuable from treasury under this 2016 Plan until such approvals have been obtained.

22.	Tax Election

Whereas, pursuant to this 2016 Plan:

(a)

it is intended that Award Agreements and related Appreciation Units constitute an agreement by the Company to sell or issue Shares to Grantees that are Employees of the Company or of Participating Companies, pursuant to and subject to the terms of this 2016 Plan including Section 19 hereof, within the meaning of subsection 7(1) of the Tax Act; and

(b)

is intended that, subject to the provisions of the Tax Act and the alternative elections under Section 23 or any other terms of this 2016 Plan and Award Agreements, Grantees, other than U.S. Taxpayers, be entitled to benefit from any available deduction under paragraph 110(1)(d) of the Tax Act with regards to any exercise by the Grantee of the Right to Acquire Shares, as reflected in the Award Agreements, upon payment of the Base Price and if applicable, the amount of any Deductions; and with regards to any payment to such Grantees pursuant to the Cash-Out Rights in respect of the disposition or “cash-out” of the Grantees’ Appreciation Units comprising their Right to Acquire Shares;

(c)

the Company agrees to elect pursuant to subsection 110(1.1) of the Tax Act that neither it, any Participating Company, nor any other person not dealing at arm’s length with the Company will deduct, in computing its income for Canadian tax purposes, any amount in respect of a payment to a Grantee under the Cash Out Rights in respect of the surrender by the Grantees of Appreciation Units comprising their Right to Acquire Shares (the “ Subsection 110(1.1) Election ”); and

(d)

23.	Alternative Notices by the Company

(a)

Notwithstanding the provisions of Sections 21 and 7(d) of this 2016 Plan, the Company may by Notice (the “ Section 23(a) Election ”) to the Grantees, other than any U.S. Taxpayer, given not less than 30 days prior to the first date of any vesting of the Appreciation Units granted under this 2016 Plan, elect to not make a Subsection 110(1.1) Election which Section 23(a) Election shall apply to all Appreciation Units and, where so specified by the Company in the Section 23(a) Election, the aggregate amount payable by a Grantee pursuant to any Right to Acquire Shares shall be reduced by $1 in total for each Grantee (the “ Consideration Reduction ”), so that Grantees may not be entitled to benefits under paragraph 110(1)(d) of the Tax Act in respect of either (a) the Right to Acquire Shares in respect of all of the Appreciation Units, where the Section 23(a) Election elects a Consideration Reduction, or (b) the Cash-Out Rights regardless of any specified Consideration Reduction. For greater certainty, it is hereby declared and agreed that the Consideration Reduction, if elected, shall apply to all Appreciation Units under this 2016 Plan, for all Grantees, other than Grantees that are U.S. Taxpayers, and shall not give rise to any termination, change or novation of any such Appreciation Units nor of any other terms, conditions or rights under this 2016 Plan or the relevant Award Agreement.

(b)

Notwithstanding the provisions of Sections 22 and 7(d) of this 2016 Plan, upon receipt by the Company of Notice from a Grantee exercising the Cash-Out Rights with respect to any Appreciation Units held by the Grantee (the “ Exercise Notice ”), the Company may elect to override the Cash-Out Rights by giving Notice to the Grantee (the “ Override Notice ”), within 2 Business Days of receipt of the Exercise Notice pursuant to which the Company will elect to (i) deliver to the Grantee a number of Shares obtained by dividing the Cash-Out Amount by the Fair Market Value of Shares on the Exercise Date, which Shares will be purchased on the open market, or (ii) issue to the Grantee from treasury a number of Shares obtained by multiplying the AU Value of the Appreciation Units being exercised on the Exercise Date by the number of Appreciation Units being exercised (the “ Exercise Value ”) and by dividing that product by the Fair Market Value of a Share on the Exercise Date. Upon receipt by the Grantee of an Override Notice, the Grantee shall have the right by Notice to the Company (the “ Cancellation Notice ”) given within 2 Business Days of receipt of the Override Notice, to retract the Exercise Notice, in which event the Appreciation Units shall be reinstated to the Grantee’s AU Account as if the Exercise Notice had never been given. If no

Cancellation Notice is received by the Company within the specified time the Company shall deliver to the Grantee the number of Shares to which the Grantee is entitled as determined herein, depending on the election made by the Company. In the event of the exercise of (b)(ii) the Grantee shall forthwith pay to the Company, the amount of the Deductions applicable to the Exercise Value. If the Company does not issue an Override Notice within the time specified herein, the Company shall comply with the obligations with respect to the Cash-Out Right as provided in Section 7(d) of this 2016 Plan.

24.	General Provisions

(a)

(b)

Titles and Headings . Titles and headings of sections of this 2016 Plan are for convenience of reference only and shall not affect the construction of any provision of this 2016 Plan.

(c)

(d)

Governing Law . This 2016 Plan shall be governed by, interpreted under and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the Province of British Columbia and the federal laws of Canada applicable therein.

(e)

Severability . If any provision of this 2016 Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

This 2016 Plan was duly adopted by the Board of Directors of the Company as of October 30, 2015.

“Gordon D. Thiessen”

Gordon D. Thiessen

Corporate Secretary

Exhibit 4.9

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2013 LONG TERM INCENTIVE PLAN

AWARD AGREEMENT

MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:

Appreciation Units:

Name of Grantee:

Date of Grant:

# of Appreciation Units:

Base Price

1.	The terms and conditions of this Agreement and all capitalized terms used herein shall, unless expressly defined in a different manner, have the meanings ascribed hereto in this Agreement, and the 2013 Plan, as the case may be.

2.	The Appreciation Units are subject to the foregoing terms:

(a)

Subject to the other provisions of the Plan and of this Agreement, the Appreciation Units shall vest and become exercisable only to the extent of one-third (1/3) of the total grant on and, thereafter, to the extent of an additional one-third (1/3) of the total grant on each of and .

(b)

The Appreciation Units shall expire on .

(c)

Upon exercise of the Appreciation Unit, by Notice to the Company, the Company shall pay to the Grantee, based on surrender to the Company of Appreciation Units to be surrendered as referred to in the Notice, an amount equal to the AU Value at the Exercise Date multiplied by the number of Appreciation Units being surrendered, less all statutory deductions. The Company may pay the Grantee in cash or in Shares of the Company, at the Company’s sole discretion.

(d)

Notwithstanding the vesting of any Appreciation Units, subject to the terms of the 2013 Plan, the Grantee may not surrender any Appreciation Units prior to the Appreciation Unit vesting but may surrender the Appreciation Unit at any time after they become vested and from time to time thereafter on Notice to the Company.

(e)

Except as otherwise provided in and in addition to the provisions of the 2013 Plan, all Appreciation Units outstanding under the 2013 Plan shall accelerate and be deemed to have been earned on the completion of a Terminating Transaction. Upon consummation of any such event, the 2013 Plan shall terminate.

Each Notice relating to the Appreciation Unit shall be in writing (“ Notice ”) and shall set forth the number of Appreciation Units to be surrendered. All Notices to the Company shall be delivered personally or by prepaid registered mail to its head office in Richmond, British Columbia, Attention: Corporate Secretary or shall be delivered by any recorded electronic method of transmission and acceptance as established by the Company whereby the Company can determine acceptance or exercise by any Grantee and all notices to the Grantee shall be delivered in any one of the same manners to the address of the Grantee on file with the Company. Either the Company or the Grantee may designate a different address or email address by Notice to the other. Such Notices shall be deemed to be received, if delivered personally or by any recorded electronic method of transmission, on the date of delivery or sending, and if sent by mail, on the fifth (5th) Business Day following the date of mailing.

General

4.	The Grantee hereby agrees that:

(a)

this Award Agreement and the provisions hereof are subject to the terms and conditions of the 2013 Plan;

(b)

any rule, regulation or determination, including the interpretation by the Board of the Agreement, the 2013 Plan shall be final and conclusive for all purposes and binding on all Persons, including the Company and the Grantee;

(c)

the grant of any Award under the 2013 Plan shall not affect in any way the right of the Company or any Participating Company to terminate the employment of the Grantee; and

(d)

the grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to the Grantee does not entitle the Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under the 2013 Plan or any other plan established by the Company and issued or awarded from time to time.

5.	This Agreement has been made in and shall be construed under and in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

6.	Definitions

For the purposes of this Agreement, the following definitions apply:

“ 2013 Plan ” means the 2013 Long Term Incentive Plan, as amended from time to time.

“ Act ” means the Canada Business Corporations Act , as amended.

“ Appreciation Units ” means an appreciation unit granted to a Grantee pursuant to the 2013 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to the 2013 Plan.

“ AU Value ” with respect to any exercise of an Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which notice of exercise is received by the Corporate Secretary of the Company less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2013 Plan.

“Base Price” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant, less the dollar value of any extraordinary dividend paid by MDA on the Shares. For the purposes hereof an extraordinary dividend shall not include any regular semi-annual dividend of MDA.

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

“ Business Day ” means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business.

“ Company” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“Date of Grant” means the day on which an Award is made under this 2013 Plan.

“Exercise Date” means the date on which the Company has received Notice from the Grantee of intent to exercise any Appreciation Unit.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Subsidiary ” has the meaning specified in the Act.

“ Terminating Transaction ” means any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger, amalgamation or consolidation of the Company with one or more other Persons as a result of which the Company goes out of existence or becomes a Subsidiary of a corporation other than a Participating Company immediately prior to such event or there has otherwise been an acquisition of control of the Company (within the meaning of the Income Tax Act (Canada)) by a Person other than a Participating Company immediately prior to such event or (c) a sale of all or substantially all of the Company’s assets to a Person or entity other than a Person that was a Participating Company immediately prior to such event; or (d) a sale to one Person (or two or more Persons acting in concert), other than to a Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to the 2013 Plan.

MacDONALD, DETTWILER AND ASSOCIATES LTD.


Per:
Name:		Daniel E. Friedmann
Title:		President and Chief Executive Officer

Exhibit 4.10

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2014 LONG TERM INCENTIVE PLAN

AWARD AGREEMENT

Appreciation Units:

Name of Grantee:

Date of Grant:

# of Appreciation Units:

Base Price

1.	The terms and conditions of this Agreement and all capitalized terms used herein shall, unless expressly defined in a different manner, have the meanings ascribed hereto in this Agreement, and the 2014 Plan, as the case may be.

2.	The Appreciation Units are subject to the foregoing terms:

(a)

(b)

The Appreciation Units shall mature on .

(c)

Upon exercise of an Appreciation Unit, by Notice to the Company, the Grantee, subject as hereinafter provided, may elect to:

(i)

exercise the Right to Acquire Shares; or

(ii)

exercise the Cash-Out Rights, thereby transferring, relinquishing and surrendering all Rights to Acquire Shares to the Company in exchange for a cash payment pursuant to the Cash-Out Rights. By exercising the Cash-Out Rights, a Grantee relinquishes and surrenders his or her rights to elect the Right to Acquire Shares with respect to the Appreciation Units being exercised.

(d)

If a Grantee shall elect the Right to Acquire Shares, the Grantee shall pay to the Company an amount equal to the Base Price multiplied by the number of vested Appreciation Units being exercised plus the amount of all Deductions payable by the Company with respect to the Grantee with respect to the Appreciation Units that are being exercised. Upon receipt by the Company of such payment, the Company shall, as soon as administratively possible, deliver to the Grantee the number of Shares represented by the number of Appreciation Units exercised.

(e)

Subject to paragraph 2(g) below, if the Grantee shall elect the Cash-Out Rights, the Company shall pay to the Grantee, based on surrender to the Company of the vested Appreciation Units exercised, and as soon as administratively possible after the Exercise Date but in any event in the calendar year in which the Appreciation Units are exercised, the Cash-Out Amount.

(f)

Notwithstanding the provisions of Section 21 of the 2014 Plan and paragraphs 2(c) and (d) of this Agreement, the Company may give the Grantee, together with all other grantees holding Appreciation Units under the 2014 Plan, a Section 22(a) Election, not less than 30 days prior to the first date of any vesting of Appreciation Units granted under the 2014 Plan, thereby electing to not make a Subsection 110(1.1) Election, which Section 22(a) Election shall apply to all Appreciation Units and, where so specified by the Company in the Section 22(a) Election, the aggregate amount payable by the Grantee pursuant to any Right to Acquire Shares shall be reduced by the Consideration Reduction (being a reduction of $1 in total for the Grantee) so that the Grantee may not be entitled to benefits under paragraph 110(1)(d) of the Tax Act in respect of either (a) the Right to Acquire Shares in respect of all of the Appreciation Units, where the Section 22(a) Election elects a Consideration Reduction, or (b) the Cash-Out Rights, regardless of any specified Consideration Reduction. For greater certainty, the Consideration Reduction shall not give rise to any termination, change or novation of any such Appreciation Units nor of any other terms, conditions or rights under the 2014 Plan or this Agreement.

(g)

Notwithstanding the provisions of Section 21 of the 2014 Plan and paragraphs 2(c) and (e) of this Agreement, upon receipt by the Company of the Exercise Notice from the Grantee, the Company may elect to override the Cash-Out Rights by giving an Override Notice to the Grantee within 2 Business Days of receipt of the Exercise Notice pursuant to which the Company will elect to deliver to the Grantee a number of Shares obtained by dividing the Cash-Out Amount by the Fair Market Value of Shares on the Exercise Date. Upon receipt by the Grantee of an Override Notice, the Grantee shall have the right to give the Company a Cancellation Notice within 2 Business Days of receipt of the Override Notice, to retract the Exercise Notice, in which even the Appreciation Units shall be reinstated to the Grantee’s AU Account as if the Exercise Notice had never been given. If no Cancellation Notice is received by the Company within the specified time the Company shall deliver to the Grantee the number of Shares to which the Grantee is entitled as determined in the first sentence of this paragraph 2(g). If the Company does not issue an Override Notice within the time specified herein, the Company shall comply with the obligations with respect to the Cash-Out Right as provided in paragraph 2(e) of this Agreement.

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(h)

Notwithstanding the vesting of any Appreciation Units, subject to the terms of the 2014 Plan, the Grantee may not exercise or surrender any Appreciation Units prior to the Appreciation Unit vesting but may exercise or surrender the Appreciation Unit at any time after they become vested and from time to time thereafter on Notice to the Company, as provided in the 2014 Plan.

(i)

Except as otherwise provided in and in addition to the provisions of the 2014 Plan, all Appreciation Units outstanding under the 2014 Plan shall accelerate and be deemed to have been earned on the completion of a Terminating Transaction. Upon consummation of any such event, the 2014 Plan shall terminate.

Each Notice relating to the Appreciation Unit (“ Notice ”) shall set forth the number of Appreciation Units to be surrendered, and shall designate the election being made by the Grantee, being either the Right to Acquire Shares or the Cash-Out Rights. All Notices to the Company shall be delivered by any recorded electronic method of transmission and acceptance as established by the Company or shall be delivered personally or by prepaid registered mail to its head office in Richmond, British Columbia, Attention: Corporate Secretary whereby the Company can determine acceptance or exercise by any Grantee and all notices to the Grantee shall be delivered in any one of the same manners to the address of the Grantee on file with the Company. Either the Company or the Grantee may designate a different address or email address by Notice to the other. Such Notices shall be deemed to be received, if delivered personally or by any recorded electronic method of transmission, on the date of delivery or sending, and if sent by mail, on the fifth (5th) Business Day following the date of mailing.

The Company covenants and agrees with the Grantee (unless the Company provides Notice under Section 22(a) of the 2014 Plan to the Grantee, together with all other grantees holding of Appreciation Units under the 2014 Plan, of its contrary intention within 30 days prior to the first date of any vesting of any Appreciation Units under the 2014 Plan):

(i)

the Company agrees to elect pursuant to subsection 110(1.1) of the Tax Act that neither it, any Participating Company, nor any other person not dealing at arm’s length with the Company will deduct, in computing its income for Canadian tax purposes, any amount in respect of a payment to the Grantee under the Cash Out Rights in respect of the surrender by the Grantee’s of Appreciation Units comprising their Right to Acquire Shares (the “ Subsection 110(1.1) Election ”); and

(ii)

the Company will provide the Grantee with written evidence of the Subsection 110(1.1) Election by mailing evidence of the Subsection 110(1.1) Election to the Grantee at his or her address of employment record with the Company; and

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in respect of the foregoing, the Grantee covenants and agrees that he or she will file, with his or her income tax return for the year which includes a payment under the Cash-Out Rights, written evidence of the Company’s Subsection 110(1.1) Election.

General

5.	The Grantee hereby agrees that:

(a)

this Award Agreement and the provisions hereof are subject to the terms and conditions of the 2014 Plan and if there is any inconsistence between the provisions of the Agreement and those in the 2014 Plan, the provisions in the 2014 Plan will take precedence.

(b)

any rule, regulation or determination, including the interpretation by the Board of the Agreement, the 2014 Plan shall be final and conclusive for all purposes and binding on all Persons, including the Company and the Grantee;

(c)

the grant of any Award under the 2014 Plan shall not affect in any way the right of the Company or any Participating Company to terminate the employment of the Grantee; and

(d)

the grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to the Grantee does not entitle the Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under the 2014 Plan or any other plan established by the Company and issued or awarded from time to time.

6.	This Agreement has been made in and shall be construed under and in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.	Definitions

For the purposes of this Agreement, the following definitions apply:

“ 2014 Plan ” means the 2014 Long Term Incentive Plan, as amended from time to time.

“ Act ” means the Canada Business Corporations Act , as amended.

“ Agreemen t” means this 2014 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award.

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“ Appreciation Units ” means an appreciation unit granted to a Grantee pursuant to the 2014 Plan, comprising the rights granted to a Grantee under the 2014 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated under the 2014 Plan, subject to terms and conditions of this 2014 Plan.

“ AU Account ” means the account established on the books of the Company in respect of a Grantee pursuant to the 2014 Plan.

“ AU Value ” with respect to any exercise of an Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised.

“ Award ” means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of the 2014 Plan.

“ Base Price ” for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant.

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

“ Business Day ” means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business.

“ Cancellation Notice ” has the meaning as set forth in Section 22(b) of the 2014 Plan.

“ Cash-Out Amount ” has the meaning as set forth in Section 7(d) of the 2014 Plan.

“ Cash-Out Rights ” has the meaning set forth in Section 7(d) of the 2014 Plan.

“ Company ” or “ MDA ” means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof.

“ Consideration Reduction ” has the meaning as set forth in Section 22(a) of the 2014 Plan.

“ Date of Grant ” means the day on which an Award is made under this 2014 Plan.

“ Deductions ” have the meaning set forth in Section 7(d) of the 2014 Plan.

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“Exercise Date” means the date on which the Company has received Notice from the Grantee of the Grantee’s exercise any Appreciation Units.

“ Exercise Notice ” has the meaning as set forth in Section 22(b) of the 2014 Plan.

“ Participating Company ” means the Company and any Subsidiary of the Company.

“ Person ” shall mean an individual, corporation, partnership, association or other person or entity, or any group of two or more of the foregoing that have agreed to act together.

“ Right to Acquire Shares ” has the meaning set forth in Section 7(d) of the 2014 Plan.

“ Section 22(a) Election ” has the meaning as set forth in Section 22(a) of the 2014 Plan.

“ Shares ” means common shares in the capital of the Company.

“ Stock Exchange ” means the Toronto Stock Exchange.

“ Subsidiary ” has the meaning specified in the Act.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

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Participating Company immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Shares representing at least eighty percent (80%) or more of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of (c), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to the 2014 Plan.

MacDONALD, DETTWILER AND ASSOCIATES LTD.


Per:
Name:		Daniel E. Friedmann
Title:		President and Chief Executive Officer

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Exhibit 4.11

MacDONALD, DETTWILER AND ASSOCIATES LTD.

2014 LONG TERM INCENTIVE PLAN

AWARD AGREEMENT

FOR

US TAXPAYERS

Appreciation Units:

Name of Grantee:

Date of Grant:

# of Appreciation Units:

Base Price

1.	The terms and conditions of this Agreement and all capitalized terms used herein shall, unless expressly defined in a different manner, have the meanings ascribed hereto in this Agreement, and the 2014 Plan, as the case may be.

2.	The Appreciation Units are subject to the foregoing terms:

(a)

(b)

The Appreciation Units shall mature on .

(c)

Upon exercise of an Appreciation Unit, by Notice to the Company, the Grantee, subject as hereinafter will be transferring, relinquishing and surrendering all rights under the Appreciation Units exercised to the Company in exchange for a cash payment pursuant to the Cash-Out Rights.

(d)

Upon the Grantee exercising the Appreciation Units, the Company shall pay to the Grantee, based on surrender to the Company of the vested Appreciation Units exercised, and as soon as administratively possible after the Exercise Date but in any event in the calendar year in which the Appreciation Units are exercised, the Cash-Out Amount.

(e)

(f)

Each Notice relating to the Appreciation Unit (“ Notice ”) shall set forth the number of Appreciation Units to be surrendered. All Notices to the Company shall be delivered by any recorded electronic method of transmission and acceptance as established by the Company or shall be delivered personally or by prepaid registered mail to its head office in Richmond, British Columbia, Attention: Corporate Secretary whereby the Company can determine acceptance or exercise by any Grantee and all notices to the Grantee shall be delivered in any one of the same manners to the address of the Grantee on file with the Company. Either the Company or the Grantee may designate a different address or email address by Notice to the other. Such Notices shall be deemed to be received, if delivered personally or by any recorded electronic method of transmission, on the date of delivery or sending, and if sent by mail, on the fifth (5th) Business Day following the date of mailing.

General

4.	The Grantee hereby agrees that:

(a)

(b)

(c)

the grant of any Award under the 2014 Plan shall not affect in any way the right of the Company or any Participating Company to terminate the employment of the Grantee; and

(d)

the grant of any Award or Appreciation Units is solely at the discretion of the Company and the grant of any Award or Appreciation Units in any one year to the Grantee does not entitle the Grantee to any grant of any award, appreciation units, options, share appreciation rights or any similar instruments under the 2014 Plan or any other plan established by the Company and issued or awarded from time to time.

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5.	This Agreement has been made in and shall be construed under and in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

6.	Definitions