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Exhibit 4.1
DENISON MINES CORP.
AMENDED AND RESTATED SHARE UNIT PLAN
ARTICLE I
INTRODUCTION
This Plan
provides for the granting of Share Unit Awards and payment in
respect thereof through the issuance of one Share from treasury of
the Company per Share Unit (subject to adjustments), subject to
obtaining the approval of the Stock Exchanges and the Required
Shareholder Approval, for services rendered, for the purpose of
advancing the interests of the Participants through payment of
compensation related to appreciation of the Shares.
(a)
“Adjustment Factor” means the
factor by which the number of PSUs to be vested in the event of
Termination on Change of Control is determined to be adjusted, with
reference to the performance of the Company and the Participant
during the Performance Period, as determined by the Committee in
its sole discretion.
(b)
“Affiliate” means any Company that
is an affiliate of the Company as defined in National Instrument
45-106 – Prospectus and
Registration Exemptions, as may be amended from time to
time.
(c)
“Associate” with any person or
company, is as defined in the Securities Act (Ontario), as may be
amended from time to time.
(d)
“Board” means the Board of
Directors of the Company.
(e)
“Business Day” means any day other
than a Saturday, Sunday or statutory or civic holiday in the City
of Toronto, Ontario.
(f)
“Cash Equivalent” means the amount
of money expressed in Canadian dollars equal to the product of the
Market Price multiplied by the number of vested Share Units in the
Participant’s notional account, net of any applicable
withholding taxes, on the date that the Share Units are settled, as
applicable.
(g)
“Change of Control” means the
occurrence of any one or more of the following events:
(i)
a consolidation, merger,
amalgamation, arrangement or other reorganization or acquisition
involving the Company or any of its Affiliates and another
corporation or other entity, as a result of which the holders of
Shares immediately prior to the completion of the transaction hold
less than 50% of the outstanding shares of the successor
corporation immediately after completion of the
transaction;
(ii)
the sale, lease, exchange or
other disposition, in a single transaction or a series of related
transactions, of all or substantially all of the assets, rights or
properties of the Company and its Subsidiaries on a consolidated
basis to any other person or entity, other than transactions among
the Company and its Subsidiaries;
(iii)
a resolution is adopted to
wind-up, dissolve or liquidate the Company;
(iv)
any person, entity or group
of persons or entities acting jointly or in concert (the
“Acquiror”)
acquires, or acquires control (including, without limitation, the
power to vote or direct the voting) of, voting securities of the
Company which, when added to the voting securities owned of record
or beneficially by the Acquiror or which the Acquiror has the right
to vote or in respect of which the Acquiror has the right to direct
the voting, would entitle the Acquiror and/or Associates and/or
affiliates of the Acquiror to cast or direct the casting of 50% or
more of the votes attached to all of the Company's outstanding
voting securities which may be cast to elect directors of the
Company or the successor corporation (regardless of whether a
meeting has been called to elect directors);
(v)
as a result of or in
connection with: (A) a contested election of directors; or (B) a
consolidation, merger, amalgamation, arrangement or other
reorganization or acquisition involving the Company or any of its
Affiliates and another corporation or other entity (a
“Transaction”),
fewer than 50% of the directors of the Company are persons who were
directors of the Company immediately prior to such Transaction;
or
(vi)
the Board adopts a resolution
to the effect that a Change of Control as defined herein has
occurred or is imminent.
For the purposes
of the foregoing definition of Change of Control,
“voting
securities” means Shares and any other shares entitled
to vote for the election of directors and shall include any
security, whether or not issued by the Company, which are not
shares entitled to vote for the election of directors but are
convertible into or exchangeable for shares which are entitled to
vote for the election of directors, including any options or rights
to purchase such shares or securities.
(h)
“Committee” means the Board or the
Compensation Committee or, if the Board so determines in accordance
with Section 2.2 of the Plan, any
other committee of directors of the Company authorized to
administer the Plan from time to time.
(i)
“Company” means Denison Mines Corp.
and includes any successor corporation thereof.
(j)
“Compensation Arrangements” means
all security-based compensation arrangements, as such term is
defined in the TSX Company Manual, as such may be amended or
revised.
(k)
“Deferred Entitlement” for a
Participant means the deferral of the payment of Shares under a
Share Unit to a date after the Entitlement Date.
(l)
“Deferred Payment Date” for a Participant means the date
after the Entitlement Date which is the earlier of (i) the date to
which the Participant has elected to defer receipt of Shares in
accordance with Section 3.4 of this
Plan; and (ii) the date of the Participant’s Retirement,
Resignation, Termination with Cause or Termination Without Cause or
Termination after Change of Control of the Company.
(m)
“Eligible Person” means any
officer, director, employee or consultant of the Company or its
Affiliates or any employee of any management company providing
services to the Company or its Affiliates, and any such
person’s personal holding company, as designated by the Board
in its sole and absolute discretion.
(n)
“Entitlement Date” means the date
that a Share Unit is eligible for payment on or after the Vesting
Date, as determined by the Committee in its sole discretion in
accordance with the Plan and as outlined in the Grant Letter issued
to the Participant.
(o)
“Grant Date” means the effective
date that a Share Unit is awarded to a Participant under this Plan,
as evidenced by the Grant Letter.
(p)
“Grant Letter” means the grant
letter issued to a Participant evidencing, and setting forth the
terms of, a Share Unit awarded to a Participant under this
Plan.
(q)
“Insider” has the meaning ascribed
to such term in the TSX Company Manual.
(r)
“Market Price” as at any date in
respect of the Shares shall be the closing price of the Shares on
the TSX or, if the Shares are not listed on the TSX, on the
principal Stock Exchange on which such Shares are traded, on the
trading day immediately prior to the relevant date. In the event
that the Shares are not then listed and posted for trading on a
Stock Exchange, the Market Price shall be the fair market value of
such Shares as determined by the Committee in its sole
discretion.
(s)
“NYSE” means NYSE American
LLC.
(t)
“Participant” means a PSU
Participant or a RSU Participant, as applicable.
(u)
“Performance Criteria” means shall
mean criteria, if any, established by the Committee which, without
limitation, may include criteria based on the financial performance
and operational performance, including significant milestones of
the Company and/or an Affiliate.
(v)
“Performance Period” means the
period within which Performance Criteria must be
satisfied.
(w)
“Plan” means this Amended and
Restated Share Unit Plan, as may be amended from time to
time.
(x)
“PSU” or “Performance Share Unit” means a
unit credited by means of an entry on the books of the Company to a
PSU Participant, representing the right to receive one Share
(subject to adjustments) issued from treasury.
(y)
“PSU Participant” means an Eligible
Person who has been designated by the Company for participation in
the Plan and to whom a Performance Share Unit has been granted or
will be granted hereunder.
(z)
“Required Shareholder Approval”
means the approval of this Plan by the shareholders of the Company,
in accordance with the requirements of the Stock Exchanges, as
applicable.
(aa)
“Resignation” means the cessation
of employment (as an officer or employee) or service as a director
of the Participant with the Company or an Affiliate as a result of
a resignation by the Participant, other than as a result of
Retirement.
(bb)
“Retirement” means the Participant
ceasing to be an employee or officer of the Company or an Affiliate
as a result of a resignation by the Participant where the
Participant is at least 55 years of age; has completed 5 years of
service with Company or an Affiliate and the Participant has
indicated that the Participant intends to cease active full-time
employment from any employer.
(cc)
“RSU” or “Restricted Share Unit” means a
unit credited by means of an entry on the books of the Company to
an RSU Participant, representing the right to receive one Share
(subject to adjustments) issued from treasury.
(dd)
“RSU Participant” means an Eligible
Person who has been designated by the Company for participation in
the Plan and to whom a Restricted Share Unit has been granted or
will be granted hereunder.
(ee)
“Share Unit” means a Performance
Share Unit and/or a Restricted Share Unit.
(ff)
“Share Unit Award” means an award
of Share Units under this Plan to a Participant.
(gg)
“Shares” means the common shares in
the capital of the Company.
(hh)
“Stock Exchanges” means, as the
context requires, the TSX, NYSE or any other stock exchange on
which the Shares are listed for trading at the relevant
time.
(ii)
“Termination on Change of Control”
means Termination Without Cause within 6 months of a Change of
Control.
(jj)
“Termination With
Cause” means
the termination of employment (as an officer or employee) of the
Participant with cause by the Company or an Affiliate for any of
the following acts or omissions:
(I)
The willful failure of the
Participant to follow the reasonable and lawful instructions of the
Company or an Affiliate;
(II)
The willful failure of the
Participant to perform the reasonable duties assigned to the
Participant by the Company or an Affiliate;
(III)
Willful misconduct by a
Participant;
(IV)
A material breach or
non-observance of any of the provisions any employment contract
between the Participant and the Company or any
Affiliate;
(V)
Any conduct of the
Participant that tends to bring him or the Company (or an
Affiliate) into disrepute and which is not corrected within a
reasonable time after the Participant receives written notice from
the Company or an Affiliate; or
(VI)
Any other act or omission
constituting cause at common law.
(kk)
“Termination Without Cause” means
the termination of employment (as an officer or employee) of the
Participant without cause by the Company or an Affiliate and, in
the case of an officer, includes the removal of or failure to
reappoint the Participant as an officer of the Company or an
Affiliate.
(ll)
“TSX” means the Toronto Stock
Exchange.
(mm)
“United States” means the United
States of America, its territories and possessions, any State of
the United States and the District of Columbia.
(nn)
“U.S. Securities Act” means the
United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
(oo)
“U.S. Taxpayer” means a Participant
who is a U.S. citizen, U.S. permanent resident or U.S. tax resident
or a Participant for whom a benefit under this Plan would otherwise
be subject to U.S. taxation under the U.S. Internal Revenue Code of
1986, as amended, and the rulings and regulations in effect
thereunder.
(pp)
“Vesting Date” means the date or
dates determined in accordance with the terms of the Grant Letter
in respect of a PSU or RSU, on and after which a particular PSU or
RSU, as applicable, can be settled, subject to amendment or
acceleration from time to time in accordance with the terms of the
Plan.
1.3
The headings of all articles,
sections and paragraphs in this Plan are inserted for convenience
of reference only and shall not affect the construction or
interpretation of this Plan.
1.4
Whenever the singular or
masculine are used in this Plan, the same shall be construed as
being the plural or feminine or neuter or vice versa where the
context so requires.
1.5
The words "herein”,
"hereby”, "hereunder”, "hereof” and similar
expressions mean or refer to this Plan as a whole and not to any
particular article, section, paragraph or other part
hereof.
1.6
Unless otherwise specifically
provided, all references to dollar amounts in this Plan are
references to lawful money of Canada.
ARTICLE II
ADMINISTRATION OF THE
PLAN
This Plan shall
be administered by the Committee and the Committee shall have full
authority to:
(a)
determine the Eligible
Persons who may participate in this Plan;
(b)
grant Share Unit
Awards;
(c)
determine the terms,
including the limitations, restrictions, vesting period,
Performance Criteria, Performance Period, Adjustment Factor,
availability for cash settlement, and conditions, if any, of such
grants; and
(d)
administer this Plan,
including the authority to interpret and construe any provision of
this Plan and to adopt, amend and rescind such rules and
regulations for administering this Plan as the Committee may deem
necessary in order to comply with the requirements of this
Plan.
All actions taken
and all interpretations and determinations made by the Committee in
good faith shall be final and conclusive and shall be binding on
the Participants and the Company. The appropriate officers of the
Company are hereby authorized and empowered to do all things and
execute and deliver all instruments, undertakings and applications
and writings as they, in their absolute discretion, consider
necessary for the implementation of this Plan and of the rules and
regulations established for administering this Plan.
No member of the
Board or any person acting pursuant to authority delegated to it
hereunder shall be personally liable for any action taken or
determination or interpretation made in good faith in connection
with this Plan and each member of the Board and each such person
shall, in addition to their rights as directors or officers of the
Company, as applicable, be fully protected, indemnified and held
harmless by the Company with respect to any such action taken or
determination or interpretation made in good faith. All costs
incurred in connection with this Plan shall be for the account of
the Company.
Nothing contained
herein shall prevent the Board from adopting other or additional
Compensation Arrangements or other compensation or incentive
mechanism of the Company. This Plan shall not in any way fetter,
limit, obligate, restrict or constrain the Committee with regard to
the allotment or issue of any Shares or any other securities in the
capital of the Company other than as specifically provided in this
Plan.
Subject to
Section 4.5, the Board may adopt such
rules or regulations and vary the terms of this Plan and any grant
hereunder as it considers necessary to address tax or other
requirements of any applicable non-Canadian jurisdiction. Without
limiting the foregoing, notwithstanding anything to the contrary in
the Plan, the provisions of Schedule “A” shall apply to
Share Unit Awards to a Participant who is a U.S.
Taxpayer.
All of the powers
exercisable hereunder by the Board may, to the extent permitted by
applicable law and as determined by resolution of the Board, be
exercised by a committee of the Board, including the
Committee.
The Company shall
maintain a register in which it shall record the name and address
of each Participant and the number of Share Units (and their
corresponding key conditions and Entitlement Date) awarded to each
Participant.
ARTICLE III
SHARE UNIT
AWARDS
A Share Unit
Award may be made to an Eligible Person as determined in the sole
and absolute discretion of the Committee.
At the time of
the grant, the Committee shall determine:
(a)
whether to grant a
Performance Share Unit, and if so, the Performance Criteria, the
Performance Period, the Vesting Date and the Adjustment Factor, if
any, established by the Committee;
(b)
whether to grant a Restricted
Share Unit, and if so, the Vesting Date;
(c)
whether the Participant shall
be granted the right to elect to receive from the Company the Cash
Equivalent of all or a portion of the Share Units that are the
subject of a Share Unit Award in accordance with Section 3.3 of the Plan; and
(d)
any other terms, conditions
and limitations permitted by and not inconsistent with this Plan as
the Committee may determine.
The Share Units
awarded will be credited to the Participant’s account,
effective as of the Grant Date.
The Share Units
will be settled as soon as practicable following the first Business
Day following the Entitlement Date or, if applicable, the Deferred
Payment Date, unless otherwise provided under this
Plan.
Each Participant
will be entitled to settlement by way of issuance of Shares from
treasury. Settlement in Shares will be completed by delivery to the
Participant of a share certificate or the entry of the
Participant’s name on the share register for the Shares.
Shares issued from treasury will be issued in consideration for the
past services of the Participant to the Company.
Alternatively,
certain Participants may be entitled, pursuant to the terms of
their Grant Letter or as otherwise may be determined by the
Committee, to elect to receive the Cash Equivalent of all or a
portion of their Shares in accordance with Section 3.3.
For the avoidance
of doubt, a Participant will have no right or entitlement
whatsoever to receive any Shares or, if applicable, the Cash
Equivalent until the Entitlement Date or, if applicable, the
Deferred Payment Date.
If the Grant
Letter provides that a Participant is eligible to elect to receive
the Cash Equivalent for the Shares that are the subject of a
particular Share Unit Award, the Participant may deliver written
notice to the Company, 30 days before the Entitlement Date,
notifying the Company of its election to receive the Cash
Equivalent in respect of any or all vested Share Units held by such
Participant. Notwithstanding any election by the Participant, the
Committee may, in its sole discretion, choose to settle the Share
Units with Shares issued from treasury in the manner set forth in
Section 3.2.
For purposes of
determining the Cash Equivalent of a Share Unit, such calculation
will be made on the Entitlement Date based on the Market Price,
provided that if the Entitlement Date falls on a date upon which a
Participant is subject to a black-out period or trading restriction
imposed by the Company (but, for greater certainty, not a cease
trade order or other restriction imposed by any person other than
the Company), then the Cash Equivalent shall be calculated based on
the Market Price on the date that is seven (7) days following the
date the relevant black-out period or other trading restriction
imposed by the Company is lifted, terminated or
removed.
Settlement in
cash will be completed by delivery to the Participant of a cheque
to the Participant representing the applicable Cash
Equivalent.
For the avoidance
of doubt, any Participant who elects to have a Deferred Entitlement
in accordance with Section 3.4 of this
Plan will not be eligible to receive the Cash Equivalent for such
Shares.
3.4
Deferred Entitlement and Deferred
Payment Date
A Participant may
elect to defer to receive a Deferred Entitlement, being the
deferral of receipt of all or any part of their Shares following
the Entitlement Date until a Deferred Payment Date. Any Participant
who elects to have a Deferred Entitlement will not be eligible to
receive the Cash Equivalent for such Shares in accordance with
Section 3.3.
Participants who
elect to have a Deferred Entitlement must give the Company written
notice of such election not later than thirty (30) days prior to
the Entitlement Date. For certainty, Participants shall not be
permitted to give any such notice after the day which is thirty
(30) days prior to the Entitlement Date and a notice once given may
not be changed or revoked. A Participant who has elected to have a
Deferred Entitlement must then give the Company written notice of
the Deferred Payment Date not later than ten (10) business days
prior to the chosen Deferred Payment Date, which date must be a
Business Day.
In the event of
the Retirement, Resignation, Termination with Cause, Termination
Without Cause or Termination on Change of Control of the
Participant following the Entitlement Date and prior to the
Deferred Payment Date, the Participant shall be entitled to receive
and the Company shall issue forthwith the applicable Shares in
satisfaction of the Share Units then held by the Participant that
have vested in accordance with the applicable provisions of this
Plan.
In the event a
dividend is paid in cash or Shares to shareholders of the Company
on the Shares while a Share Unit is outstanding no payment in cash
or Shares shall be made to each Participant in respect of Share
Units; however, the Committee may, in its sole discretion, elect to
credit each Participant with additional Share Units reflective of
the cash or Share dividends to such Participant. In such case, the
number of additional Share Units will be equal to the aggregate
amount of dividends that would have been paid to the Participant if
the Share Units in the Participant’s account on the record
date had been Shares divided by the Market Price of a Share on the
date on which dividends were paid by the Company. If the foregoing
shall result in a fractional Share Unit, the fraction shall be
disregarded.
The additional
Share Units will vest and be settled on the Participant’s
Entitlement Date or, if applicable, the Deferred Payment Date of
the particular Share Unit Award to which the additional Share Units
relate.
3.6
Termination on Change of
Control
In the event of a
Termination on Change of Control:
(a)
all unvested Restricted Share
Units outstanding pursuant to a Share Unit Award shall
automatically immediately vest on the date of such Termination on
Change of Control and the date of termination will be the
Entitlement Date for all such RSUs; and
(b)
If there are any Performance
Criteria of a Performance Share Unit that have not yet been met,
other than the passage of time, all PSUs shall vest on the date of
such Termination on Change of Control using an Adjustment Factor as
determined by the Committee, and the date of termination will be
the Entitlement Date for all such PSUs.
Upon a Change of
Control, Participants shall not be treated any more favourably than
shareholders of the Company with respect to the consideration the
Participants would be entitled to receive for their
Shares.
3.7
Death or Disability of
Participant
In the event
of:
(a)
the death of a Participant,
any unvested Share Units held by such Participant will
automatically vest on the date of death of such Participant and the
Shares underlying all Share Units held by such Participant will be
issued to the Participant’s estate as soon as reasonably
practical thereafter; or
(b)
the disability of a
Participant (as may be determined in accordance with the policies,
if any, or general practices of the Company or applicable
affiliate), any unvested Share Units held by such Participant will
automatically vest on the date on which the Participant is
determined to be totally disabled and the Shares underlying the
Share Units held will be issued to the Participant as soon as
reasonably practical thereafter.
In the event of
Retirement of a Participant, any unvested Share Units held by such
Participant will automatically vest on the date of Retirement and
the Shares underlying such Share Units will be issued to the
Participant as soon as reasonably practical
thereafter.
3.9
Termination Without
Cause
(a)
In the event of Termination
Without Cause of a Participant that has been continuously employed
by the Company or any Affiliate for at least two (2) years prior to
the date of such Termination Without Cause inclusive of any notice
period, if applicable, any unvested Share Units held by such
Participant, that are not subject to Section 3.9(b) as a
result of not being subject to Performance Criteria, will
automatically vest on the date of Termination Without Cause and the
Shares underlying such Share Units will be issued to the
Participant as soon as reasonably practical
thereafter.
(b)
In the event of Termination
Without Cause of a Participant that has been continuously employed
by the Company or any Affiliate for at least two (2) years prior to
the date of such Termination Without Cause inclusive of any notice
period, if applicable, any unvested PSUs with Performance Criteria
that have not been satisfied held by such Participant will vest on
the date of such Termination Without Cause using an Adjustment
Factor as determined by the Committee, and the date of termination
will be the Entitlement Date for all such PSUs, unless otherwise
stipulated in the Participant’s Grant Letter or as may
otherwise be determined by the Committee in its sole and absolute
discretion.
(c)
In the event of Termination
Without Cause of a Participant that has been continuously employed
by the Company or any Affiliate for less than two (2) years prior
to the date of such Termination Without Cause inclusive of any
notice period, if applicable, all of the Participant’s Share
Units shall become void and the Participant shall have no
entitlement and will forfeit any rights to any issuance of Shares
under this Plan unless otherwise stipulated in the
Participant’s Grant Letter.
3.10
Termination With Cause or
Resignation
In the event of
Termination With Cause or the Resignation of a Participant, all of
the Participant’s Share Units shall become void and the
Participant shall have no entitlement and will forfeit any rights
to any issuance of Shares under this Plan effective the date of
such Termination With Cause or Resignation regardless of any notice
period, except as may otherwise be stipulated in the
Participant’s Grant Letter or as may otherwise be determined
by the Committee in its sole and absolute discretion. Share Units
that have vested but that are subject to a Participant’s
election to set a Deferred Payment Date shall be issued forthwith
following the Termination with Cause or the Resignation of the
Participant.
3.11
Share Unit Grant Letter
Each grant of a
Share Unit under this Plan shall be evidenced by a Grant Letter
issued to the Participant by or on behalf of the Company. Such
Grant Letter shall be subject to all applicable terms and
conditions of this Plan and may include any other terms and
conditions which are not inconsistent with this Plan and which the
Committee deems appropriate for inclusion in a Grant Letter. Grant
Letters may be issued in electronic format or made available
through other electronic means and the provisions of the various
Grant Letters issued under this Plan need not be
identical
.
3.12
Subject to Employment/Severance
Agreements
Sections 3.6, 3.7,
3.8, 3.9,
3.10, and 4.10 shall be subject to any
employment/severance agreement between the Participant and the
Company or its Affiliates and in the event of any conflict between
Sections 3.6, 3.7, 3.8,
3.9, 3.10, and 4.10
hereof and any such employment/severance agreement, the provisions
of such employment/severance agreement will prevail, except where
any provision of such employment/severance agreement would modify
the terms of the Plan or any Share Units in a manner described in
Sections 4.5(h) through 4.5(l), in which case the terms of the Plan
will prevail.
The maximum
number of Shares made available for issuance from treasury under
this Plan, subject to adjustments pursuant to this Plan, shall not
exceed 21,000,000 Shares. Any Shares subject to a Share Unit which
has been cancelled or terminated in accordance with the terms of
the Plan without settlement will again be available under the
Plan.
This Plan,
together with all other Compensation Arrangements, shall not result
in:
(a)
the aggregate number of
Shares reserved for issuance to Insiders of the Company (as a
group), at any point in time, exceeding 10% of the Company’s
total issued and outstanding Shares;
(b)
within any one (1) year
period, the issuance to Insiders of the Company (as a group), of an
aggregate number of Shares exceeding 10% of the Company’s
total issued and outstanding Shares;
(c)
the aggregate number of
Shares reserved for issuance to all non-employee directors of the
Company exceeding 1% of the Company’s total issued and
outstanding Shares; or
(d)
the grant to any individual
non-employee director of the Company of more than $150,000 worth of
Shares annually.
For greater
certainty the number of Shares outstanding shall mean the number of
Shares outstanding on a non-diluted basis on the date immediately
prior to the proposed Grant Date.
ARTICLE IV
GENERAL
This Plan shall
become effective upon Board approval, subject to the acceptance and
approval of the Plan by the Stock Exchanges and the Required
Shareholder Approval.
Subject to and
following the receipt of the approval of the Stock Exchanges and
the Required Shareholder Approval, the Company shall have the power
to satisfy any Share Unit obligation of the Company (including
those granted prior to and conditional on such approvals) by the
issuance of Shares from treasury at a rate of one Share for each
Share Unit, subject to adjustment. For greater certainty, if the
Required Shareholder Approval is not obtained, such conditional
grants will be void and no Shares may be issued from treasury in
respect of such Share Units.
4.2
Discontinuance of Plan
The Committee or
the Board, as the case may be, may discontinue this Plan at any
time in its sole discretion, and without shareholder approval,
provided that such discontinuance may not, without the consent of
the Participant, in any manner adversely affect the
Participant’s rights under any Share Unit granted under this
Plan. In the event this Plan is discontinued by the Committee or
the Board the balance of outstanding Share Units shall be
maintained until the earlier of the Entitlement Date for, or the
termination, resignation, retirement, death or disability of, each
Participant as provided for under this Plan.
Except pursuant
to (a) a will or by the laws of descent and distribution, or (b)
any registered retirement savings plans or registered retirement
income funds of which the Participant is and remains the annuitant;
no Share Unit and no other right or interest of a Participant is
assignable or transferable.
In the event that
a Participant receives Shares from the Company in satisfaction of a
grant of Share Units during a black-out period, the Participant
shall not be entitled to sell or otherwise dispose of such Shares
until such black-out period has expired.
In the event that
a Participant in the United States receives Shares from the Company
in satisfaction of a grant of Share Units pursuant to an exemption
from the registration requirements of the U.S. Securities Act and
applicable state securities laws, such Shares will be
“restricted securities”, as such term is defined in
Rule 144(a)(3) under the U.S. Securities Act, and may not be
offered, sold, pledged or otherwise transferred unless such Shares
are registered under the U.S. Securities Act and all applicable
state securities laws or in compliance with an exemption or
exclusion therefrom, and such Shares will bear a restrictive legend
to such effect.
The Company or
its Affiliates may take such steps as are considered necessary or
appropriate for the withholding of any taxes or other source
deduction which the Company or its Affiliate is required by any law
or regulation of any governmental authority whatsoever to withhold
in connection with the grant, vesting or settlement of Share Units
pursuant to this Plan, including a sale on behalf of a Participant
of a sufficient number of Shares to fund such withholding
obligation.
For greater
certainty, should it be deemed necessary or appropriate by the
Company or its Affiliate, no cash payment will be made or Shares
issued until an amount sufficient to cover the applicable
withholding taxes payable on settlement of the Share Units has been
received by the Company or its Affiliate, as the case may be, or
other arrangements have been made for payment of the withholding
taxes to the satisfaction of the Company or its Affiliate, as the
case may be. Without limiting the generality of the foregoing, the
Company or its Affiliate will have the right to deduct from
payments of any kind otherwise due to a Participant any taxes of
any kind required to be withheld by the Company or its Affiliate,
as the case may be, pursuant to this Plan.
Until such time
as the Company receives the Required Shareholder Approval, the Plan
may be amended, suspended or terminated at any time by the
Committee in whole or in part. No amendment of the Plan shall,
without the consent of the Participants affected by the amendment,
or unless required by applicable law, adversely affect the rights
accrued to such Participants with respect to Share Units granted
prior to the date of the amendment.
Following receipt
of the Required Shareholder Approval, the Committee may from time
to time in its sole discretion, and without shareholder or
Participant approval, amend, modify and change the provisions of
this Plan, Share Unit Awards and/or any Grant Letters, in
connection with:
(a)
amendments of a
“housekeeping” or administrative nature, including,
without limitation, any amendment for the purpose of curing any
ambiguity, error or omission in the Plan, to correct or supplement
any provision of the Plan that is inconsistent with any other
provision of the Plan, to correct any grammatical or typographical
errors, or to amend the definitions in the Plan regarding
administration of the Plan;
(b)
changes to the vesting
provisions or other restrictions applicable to any Share Unit,
Grant Letter or the Plan;
(c)
changes to the provisions of
the Plan, any Share Unit or Grant Letter relating to the expiration
of Share Units, provided that the changes do not entail an
extension beyond the original expiry date of such
award;
(d)
the cancellation of a Share
Unit;
(e)
amendments necessary to
suspend or terminate the Plan;
(f)
amendments necessary to
comply with the provisions of applicable law (including, without
limitation, the rules, regulations and policies of the Stock
Exchanges); or
(g)
any other amendment to the
Plan, any Share Units and/or any Grant Letters that do not require
shareholder approval under the rules of the Stock
Exchanges.
Any amendment,
modification or change to the provisions of this Plan which
would:
(h)
increase the maximum number
of Shares which may be issued from treasury pursuant to Share Units
granted pursuant to this Plan (other than by virtue of adjustments
pursuant to this Plan);
(i)
extend the expiry date for
Share Units granted to Insiders under the Plan;
(j)
remove or exceed the Insider
participation limits set forth in (a) to (d) of Section 3.13 of this Plan;
(k)
amend the eligible
Participants that may permit the introduction or reintroduction of
non-employee directors on a discretionary basis, or any increase to
limits previously imposed on non-employee director participation;
or
(l)
modify the amending
provisions of the Plan set forth in this Section 4.5;
shall only be
effective on such amendment, modification or change being approved
by the shareholders of the Company. In addition, any such
amendment, modification or change of any provision of this Plan
shall be subject to the approval, if required, by any Stock
Exchange having jurisdiction over the securities of the
Company.
No holder of any
Share Units shall have any rights as a shareholder of the Company.
Except as otherwise specified herein, no holder of any Share Units
shall be entitled to receive, and no adjustment is required to be
made for, any dividends, distributions or any other rights declared
for shareholders of the Company.
4.7
No Right to Continued Employment or Service
Nothing in this
Plan shall confer on any Participant the right to continue as an
employee or officer of the Company or any Affiliate, as the case
may be, or interfere with the right of the Company or Affiliate, as
applicable, to remove such officer and/or employee.
Notwithstanding
any other provision in the Plan, if the Participant is the CEO
and/or the CFO of the Company, the Participant’s Share Unit
Awards will be subject to clawback in accordance with the policies
and procedures of the Company as adopted and amended by the Board,
from time to time.
In the event
there is any change in the Shares, whether by reason of a stock
dividend, consolidation, subdivision, reclassification or
otherwise, an appropriate adjustment may be made to outstanding
Share Units by the Committee, in its sole discretion, to reflect
such changes. If the foregoing adjustment shall result in a
fractional Share, the fraction shall be disregarded. All such adjustments shall be
conclusive, final and binding for all purposes of this
Plan.
4.10
Effect of Change of
Control
If a Change of
Control occurs, and unless otherwise provided in a Grant Letter or
a written employment contract between the Company and a
Participant, and except as otherwise set out in this Section
4.10, the Committee, in its sole
discretion, may provide that:
(a)
the Share Units that have not
previously vested will vest on the effective date of the Change of
Control, provided that if there are any Performance Criteria of a
PSU that have not yet been met, other than the passage of time,
such PSUs may vest using an Adjustment Factor as determined by the
Committee;
(b)
the successor corporation or
entity will assume each Share Unit or replace it with a substitute
Share Unit on terms substantially similar to the existing Share
Unit, provided that the replacement of any Share Unit with a
substitute RSU or substitute PSU will be such that the substitute
Share Unit will continuously be governed by section 7 of the
Income Tax Act
(Canada);
(c)
the Share Units will be
surrendered for a cash payment made by the successor corporation or
entity equal to the Market Price thereof; or
(d)
any combination of the
foregoing will occur.
4.11
Unfunded Status of Plan
This Plan shall
be unfunded.
No interest or
other amounts shall accrue to a Participant in respect of any
amount payable by the Company to the Participant under this Plan or
a Share Unit.
4.13
Compliance with Laws
If any provision
of this Plan or any Share Unit contravenes any law or any order,
policy, by-law or regulation of any regulatory body having
jurisdiction, then such provision shall be deemed to be amended to
the extent necessary to bring such provision into compliance
therewith. The Company shall not be obliged by any provision of the
Plan or the grant of any Share Unit hereunder to issue Shares or
deliver a Cash Equivalent in violation of such laws, rules and
regulations or any condition of such approvals.
No Units shall be
granted, and no Shares shall be issued hereunder, where such grant
or issuance would require registration of the Plan or the Shares
under the securities laws of any foreign jurisdiction (other than
Canada or the United States) and any purported grant of any Unit or
issuance of any Shares hereunder in violation of this provision
shall be void.
This Plan shall
be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable
therein.
4.15
Effective Dates and Amendments
Approved by the
Board on March 25, 2025.
Approved by
Shareholders on May 12, 2025, amending and restating the Share Unit
Plan approved by the Shareholders on May 3, 2018.
.
SCHEDULE “A”
DENISON MINES
CORP.
AMENDED & RESTATED SHARE
UNIT PLAN
Notwithstanding
anything to the contrary in the Plan, the provisions of this
Schedule “A” shall apply to the Share Unit Awards made
to a Participant during the period that he or she is a U.S.
Taxpayer.
Notwithstanding
Section 3.8 of the Plan, any unvested
Share Units held by a Participant that is a U.S. Taxpayer will
automatically vest on the date such Participant attains the age of
65 and the Shares underlying such Share Units will be issued to the
Participant forthwith and in any event no later than March 15 of
the following calendar year.
2.
Election of a Deferred Payment Date
Notwithstanding
Section 3.4 of the Plan, a Participant
who is a U.S. Taxpayer shall only be allowed to elect a Deferred
Entitlement if such election is delivered by written notice to the
Company not less than twelve (12) months before the Entitlement
Date and only if such election designates a Deferred Payment Date
that is not less than five (5) years after the original Entitlement
Date. Notwithstanding the last paragraph of Section 3.4 of the Plan, for any Participant who is a
U.S. Taxpayer, settlement of any Share Units shall not be
accelerated upon a Retirement, Resignation, Termination with Cause,
Termination Without Cause or Termination on Change of Control
unless such event also qualifies as a “separation from
service” under U.S. Treasury Regulation 1.409A-1(h) from the
Company or an Affiliate which is a “service recipient”
(as defined under U.S. Treasury Regulation 1.409A-1(h)(3)) in
relation to the Participant and shall also be subject to further
delay in settlement by six months and one day if the Participant
qualifies a “specified employee” as defined in Section
409A, except if the qualifying termination of service is on account
of the Participant’s death. The determination of whether any
U.S. Taxpayer is a “specified employee” shall be
determined by the Board in accordance with U.S. Treasury Regulation
1.409A-1(i).
3.
Modification of Plan Terms by Employment/Severance
Agreements
Notwithstanding
Section 3.12 of the Plan, no
employment or severance agreement term shall be applied to modify
Sections 3.6, 3.7, 3.8,
3.9 or 3.10 if such application shall cause a
violation of Section 409A (as defined below).
Share Unit Awards
will be designed and operated in such a manner that they are either
exempt from the application of, or comply with, the requirements of
Section 409A of the U.S. Internal Revenue Code and the U.S.
Treasury Regulations and other U.S. Internal Revenue Service
guidance promulgated thereunder as in effect from time to time
(“Section 409A”)
and will be construed and interpreted in accordance with such
intent. To the extent that a Share Unit Award or payment, or the
settlement or deferral thereof, is subject to Section 409A, the
Share Unit Award will be granted, paid, settled or deferred in a
manner that will meet the requirements of Section 409A, such that
the grant, payment, settlement or deferral will not be subject to
the additional tax or interest applicable under Section
409A.
Each Participant
is solely responsible and liable for the satisfaction of all taxes
and penalties that may be
imposed on or for
the account of such Participant in connection with this Plan
(including any taxes and penalties under Section 409A), and neither
the Company nor any Affiliate shall have any obligation to
indemnify or otherwise hold such Participant or beneficiary or the
Participant’s estate harmless from any or all such taxes or
penalties.
5.
No Modification of Other Plan Terms
All provisions of
the Plan shall continue to apply to a U.S. Taxpayer, except to the
extent that they have not been specifically modified by this
Schedule “A”.
