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  Staff Interpretation Letter 2022-03
Identification Number 1854

This is in response to your correspondence regarding whether a proposed amendment (the “Amendment”) to the Plan would require shareholder approval pursuant to Listing Rules 5635(c) and IM-5635-1 (collectively, the “Rule”). 

According to the information you provided, eligible participants under the Plan include directors, employees, and certain consultants.  Awards available for issuance under the Plan are share units which give the participant the right to receive one common share of the company. The Plan provides for three-year vesting schedule with one-third of the award becoming vested annually upon the anniversary of the grant date, subject to terms and conditions the Company may set in its discretion.

Currently, a provision of the Plan prohibits the acceleration of vesting of awards. Pursuant to the Amendment, the board of directors of the Company (the “Board”) will be granted the authority to determine the vesting provisions of the awards issued pursuant to the Plan and to change such provisions, including the authority to accelerate the vesting provisions.

Following our review of the information you provided, we have determined that the Amendment would not be material under the Rule.  Generally, a change in the vesting terms for an award is not a material amendment, provided that the change does not result in either an extension in the term of the award beyond the maximum allowable term under the plan or in an addition to the aggregate shares available.  The Amendment would not change the Plan in either of the aforementioned ways.  Further, other provisions of the Plan permit the issuance of awards that could be subject to accelerated vesting.  Accordingly, the Rule does not require shareholder approval for the Amendment.

Publication Date*: 11/28/2022 Mailto Link Identification Number: 1854
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