EX-99.6 7 a19-7439_1ex99d6.htm EX-99.6

Exhibit 99.6

Performance Share Unit Plan

TELUS Corporation

January 1, 2002
(amended and restated
November 3, 2015 and February 13, 2019)

Contents

Section 1 - Establishment of the Plan and Common Shares Subject to the Plan | 1
1.01 | Purpose | 1
1.02 | Funding | 1
1.03 | Governance | 1
1.04 | Common Shares Subject to the Plan | 2
1.05 | Restrictions with Respect to Insiders | 2
Section 2 - Definitions | 2
2.01 | Allocation Year | 2
2.02 | Beneficiary | 2
2.03 | Blackout Period | 3
2.04 | Board | 3
2.05 | CEO | 3
2.06 | Change of Control | 3
2.07 | Committee | 4
2.08 | Common Shares | 4
2.09 | Company | 4
2.10 | Continuing Entity | 4
2.11 | Date of Termination | 4
2.12 | Disability | 5
2.13 | Employment Agreement | 5
2.14 | Executive Vice President | 5
2.15 | ELT | 5
2.16 | EPSU | 5
2.17 | EPSU Account | 5
2.18 | EPSU Allocations | 5
2.19 | Fiscal Year | 5
2.20 | Income Tax Act | 6
2.21 | Insider | 6
2.22 | Just Cause | 6
2.23 | Member | 6
2.24 | MPSU | 6
2.25 | MPSU Account | 6
2.26 | MPSU Allocations | 6
2.27 | Person | 6
2.28 | Plan | 6
2.29 | Publicly Traded Entity | 7
2.30 | PSU | 7
2.31 | PSU Account | 7
2.32 | PSU Allocations | 7
2.33 | PSU Dividends | 7
2.34 | Retirement | 7
2.35 | Share Value | 7
2.36 | Subsidiary | 8
2.37 | Take Over Bid | 8

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2.38 | TELUS Affiliate | 8
2.39 | Valuation Date | 8
2.40 | Voting Securities | 8
2.41 | Section Headings | 9
Section 3 - EPSUs – Eligibility, Awards, Vesting and Payout | 9
3.01 | Eligibility | 9
3.02 | CEO grants | 9
3.03 | Continuation of Participation | 9
3.04 | Allocation of EPSUs | 9
3.05 | Vesting of Benefits | 9
Section 4 - MPSUs – Eligibility, Awards, Vesting and Payout | 10
4.01 | Eligibility | 10
4.02 | Continuation of Participation | 10
4.03 | Number of MPSUs | 10
4.04 | Vesting of Benefits | 11
Section 5 - Performance Share Unit Accounts | 11
5.01 | PSU Accounts | 11
5.02 | PSU Allocations | 12
5.03 | PSU Dividends | 12
5.04 | Application of Clawback Policy to Certain Executives | 12
Section 6 - Payment of Benefits | 13
6.01 | Payment of Benefits | 13
6.02 | Deferral of Vesting | 13
6.03 | Form of Payment | 13
6.04 | Calculation of Benefits | 14
6.05 | Payment of Benefits Upon Termination of Employment | 14
6.06 | Payment of Benefits Upon Retirement | 15
6.07 | Payment of Benefits Upon Disability | 15
6.08 | Payment of Benefits Upon Death | 16
6.09 | Payment of Benefits in Case of a Blackout Period | 16
6.10 | Transfer to a Subsidiary or Affiliate | 16
6.11 | Resignation, Retirement & Non-Renewal of Fixed Term Employment Agreement | 16
6.12 | No Entitlement to Damages or Payment in Lieu | 17
6.13 | Effect of Payment or Forfeiture of Benefits | 17
Section 7 - Change of Control | 17
7.01 | Determinations by Directors on the Change of Control | 17
Section 8 - Amendment or Termination of the Plan | 18
8.01 | Amendment or Termination | 18
8.02 | Shareholder Approval Not Required | 18
8.03 | Shareholder Approval Required | 19
Section 9 - General Provisions | 19

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9.01 | Beneficiary Designation | 19
9.02 | No Guarantee of Employment | 19
9.03 | Withholdings | 19
9.04 | Adjustments | 20
9.05 | Governing Law | 20
9.06 | Severability | 20
9.07 | Currency | 20
9.08 | Calculation of Time | 20
9.09 | Unfunded Plan | 21
9.10 | Reorganizations and Issuances | 21
9.11 | Value Not Guaranteed | 21
9.12 | No Shareholder Rights | 21
9.13 | Personal Information | 21
9.14 | Electronic Delivery | 22
9.15 | Release of Liability | 22
9.16 | Successors and Assigns | 22
Schedule A Provisions for U.S. Taxpayers | 23

Section 1 - Establishment of the Plan and Common Shares Subject to the Plan

1.01 Purpose

TELUS Corporation (the “Company”) established the Executive Stock Unit Plan effective January 1, 2002 which, effective February 8, 2011, was renamed the Performance Stock Unit Plan and amended to include as eligible members certain groups of senior management below the ELT job level who agree to achieve and maintain specified share ownership targets. The Plan was amended and restated as of February 12, 2013 and November 3, 2015 and is further amended and restated and renamed the Performance Share Unit Plan as of February 13, 2019. EPSUs and MPSUs granted as of and prior to any amendment and restatement of the Plan shall continue to be governed by the terms of the Plan in effect prior to such amendment and restatement. The purpose of the Plan is to encourage TELUS team members to demonstrate personal commitment to the Company’s success and further align their interests with that of shareholders through increased share ownership, and to provide team members with an incentive and the opportunity to share in the total shareholder return of the Company in three-year cycles. The Plan is intended to comply with the bonus exception provision in paragraph (k) of the “salary deferral arrangement” definition in subsection 248(1) of the Income Tax Act.

1.02 Funding

The Company is not required to establish a trust fund or set aside any funds in order to pre-fund or provide security for the benefits described in the Plan.

1.03 Governance

(a) The Board

The Board has approved the initial establishment of the Plan, and delegated to the Committee the authority set forth below.

(b) The Committee

The Board has delegated to the Committee the authority to alter, amend, replace or revoke the Plan, provided that PSUs already allocated to individual PSU Accounts shall not be diminished or retracted except as expressly set forth in the Plan, but may be replaced with contingent compensation which is as at the time of replacement of at least equal value. The Committee will also have the discretion to make exceptions to the terms of the Plan on an individual or group basis. No change or exception to the terms of the Plan will be made retroactively if it would prejudice the existing rights of a Member under the Plan.

The Committee shall also approve or determine in its sole and absolute discretion whether the benefits payable to a Member under Section 6.01 shall be paid in the form of newly issued Common Shares or cash.

(c) The CEO

The CEO has authority and discretion over MPSUs as set out in the Plan.

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(d) Executive Vice President, People & Culture & Chief Human Resources Officer

The Company’s senior executive responsible for People and Culture shall administer the Plan.

(e) Interpretation

The Committee will interpret the terms of the Plan and its determinations will be final.

1.04 Common Shares Subject to the Plan

The number of Common Shares reserved for issuance under the Plan pursuant to the settlement of PSUs is: up to 1,700,000 Common Shares.

All Common Shares reserved for issuance hereunder with respect to which a maximum is established are subject to adjustment pursuant to the provisions of Section 9.04. To the extent permitted by any stock exchange on which the Common Shares are listed, any PSUs that terminate for any reason prior to vesting, are cancelled, or are settled in cash instead of in Common Shares, the Common Shares subject to such PSUs shall be added back to the number of Common Shares reserved for issuance under the Plan and such Common Shares will again become available for PSU grants under the Plan. No fractional Common Shares may be issued pursuant to an award of PSUs granted under the Plan.

1.05 Restrictions with Respect to Insiders

The total number of Common Shares issuable to Insiders under the Plan, together with Common Shares issuable to Insiders under all other security based compensation arrangements (as defined by the Toronto Stock Exchange), shall not exceed 10% of the issued and outstanding Common Shares and the total number of Common Shares issued to Insiders in any one year period, under the Plan, together with all other security based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares.

Section 2 - Definitions

In this Plan, the following terms have the following meanings respectively:

2.01 Allocation Year

“Allocation Year” means the Fiscal Year in which a PSU Allocation occurs and any PSU Dividend credited to a Member in respect of a PSU Allocation will be deemed to have the same Allocation Year as that PSU Allocation for vesting purposes.

2.02 Beneficiary

“Beneficiary” means the person last designated by the Member pursuant to Section 9.01 (Beneficiary Designation) to receive payments under the Plan upon the Member’s death, or such other legal representative of the deceased Member’s estate in his, her or its capacity as executor or administrator of the deceased Member’s estate.

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2.03 Blackout Period

“Blackout Period” means a period of time as determined by the Company in which Members are prohibited from trading in Common Shares, and any other time a Member knows of a material fact or material change with respect to the Company that has not been generally disclosed and, by virtue thereof, is prohibited from trading in Common Shares by applicable securities law.

2.04 Board

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

2.05 CEO

“CEO” means the President and Chief Executive Officer of the Company.

2.06 Change of Control

“Change of Control” means the occurrence of any of the following events:

(a) the sale to or acquisition by any Person or Persons which is not a TELUS Affiliate or Subsidiary, acting jointly or in concert, of assets of the Company or its Subsidiaries having a value greater than 50% of the fair market value of the assets of the Company and its Subsidiaries on a consolidated basis determined as of the date of the completion of the transaction or series of integrated transactions, whether such sale or acquisition occurs by way of a reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination or similar transaction or series of integrated transactions;

(b) any Person or Persons, which is not a TELUS Affiliate, acting jointly or in concert, making a Take Over Bid for Voting Securities of the Company;

(c) any Person or Persons, acting jointly and in concert, is or becomes the beneficial owner, directly or indirectly, of 35% or more of the Voting Securities of the Company, except for any such acquisition (i) by the Company or a Subsidiary, or (ii) by any underwriter or underwriters temporarily holding Voting Securities pursuant to an offering of such Voting Securities;

(d) any reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination or other similar transaction or series of integrated transactions involving the Company, its Subsidiaries or its shareholders where record holders of the Voting Securities of the Company immediately prior to such transaction or series of transactions hold less than 50% of the Voting Securities of the Company or of the Continuing Entity following the completion of such transaction or series of transactions; or

(e) any reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination or other similar transaction or series of integrated transactions involving the Company, its Subsidiaries or its shareholders, which the Board, in its discretion deems to be a Change of Control.

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Notwithstanding the foregoing but subject to any Board determination pursuant to Section 2.06(e), a Change of Control shall not be deemed to have occurred by virtue of the consummation of any of the aforementioned transactions or series of integrated transactions immediately following which the record holders of the Voting Securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same beneficial ownership in an entity which owns, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries immediately following such transaction or series of transactions. For the purposes hereof substantially all of the assets shall mean having a value greater than 90% of the fair market value of the assets of the Company and its Subsidiaries on a consolidated basis determined immediately prior to the completion of such transaction or series of transactions.

For the purposes hereof, acting “jointly or in concert” shall be as determined under or in accordance with the Securities Act (British Columbia) as from time to time amended, varied or re-enacted.

2.07 Committee

“Committee” means the Human Resources and Compensation Committee of the Board.

2.08 Common Shares

“Common Shares” mean the common shares without par value in the capital of the Company or, in the event of any adjustment as provided in Section 9.04, such shares or other securities as a Person shall be entitled to or provided with herein.

2.09 Company

“Company” means TELUS Corporation or any successor or assignee thereto or any Person that adopts and assumes the Plan as contemplated herein.

2.10 Continuing Entity

“Continuing Entity” means any corporation, partnership, limited partnership or trust that is a successor to the Company resulting from any reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination, or similar transactions, series of integrated transactions, involving the Company, its Subsidiaries or its shareholders.

2.11 Date of Termination

“Date of Termination” of employment means the Member’s last day of active and actual employment with the Company or any TELUS Affiliate employer, whether that day is selected by agreement with the Member, unilaterally by the Company or any TELUS Affiliate employer or otherwise and whether advance notice (pursuant to contract, common or civil law) is or is not given to the Member and, except if required by applicable employment standards legislation, no period of notice or payment in lieu of notice that is given or ought to have been given to a Member upon termination of the Member’s employment (whether pursuant to contract, common or civil law) which follows or is in

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respect of a period that follows the Member’s last day of actual and active employment with the Company or any TELUS Affiliate employer shall be deemed to extend the Member’s period of employment for any purpose, including for the purpose of determining any right or entitlement the Member has under the Plan, including any entitlement to vesting or grants under the Plan.

2.12 Disability

“Disability” means, in respect of a Member, a disability as defined in the Employment Agreement or, in the absence of such a definition, means the inability of the Member to substantially perform the duties and responsibilities of the Member’s employment as a result of illness or injury as determined by the Company or the TELUS Affiliate employer in its discretion.

2.13 Employment Agreement

“Employment Agreement” means, in respect of a Member, the agreement made between the Member and the Company or a TELUS Affiliate which governs the employment of the Member with the Company or the TELUS Affiliate, whether written or oral or both.

2.14 Executive Vice President

“Executive Vice President” means a person who is employed as an executive vice president and is also an appointed officer of the Company.

2.15 ELT

“ELT” means the Executive Leadership Team of the Company.

2.16 EPSU

“EPSU” means a restricted share unit allocated to an ELT Member pursuant to Section 5.02 (PSU Allocations) or credited to an ELT Member pursuant to Section 5.03 (PSU Dividends).

2.17 EPSU Account

“EPSU Account” means the account established by the Company in respect of an ELT Member pursuant to Section 5.01 (PSU Accounts) to which EPSU Allocations and PSU Dividends are recorded.

2.18 EPSU Allocations

“EPSU Allocations” means the EPSUs referred to in Section 5.02 (PSU Allocations) applied to and recorded in EPSU Accounts.

2.19 Fiscal Year

“Fiscal Year” means January 1 to December 31, or such other fiscal year as the Company may adopt from time to time.

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2.20 Income Tax Act

“Income Tax Act” means the Income Tax Act (Canada) and the regulations thereunder as from time to time amended, varied or re-enacted.

2.21 Insider

“Insider” has the meaning attributed thereto in the Toronto Stock Exchange Company Manual in respect of the rules governing security based compensation arrangements.

2.22 Just Cause

“Just Cause” means just cause to terminate the employment of the Member pursuant to the Employment Agreement, or, in the absence of such a definition, means any act or omission, or series of acts or omissions, that would at law permit an employer to terminate the employment of an employee without notice or payment in lieu thereof.

2.23 Member

“Member” means an employee of the Company or a TELUS Affiliate whose participation in the Plan is approved in accordance with the terms of the Plan and to whom PSUs are allocated under the Plan.

2.24 MPSU

“MPSU” means a restricted share unit allocated to a non-ELT Member pursuant to Section 5.02 (PSU Allocations) or credited to a non-ELT Member pursuant to Section 5.03 (PSU Dividends).

2.25 MPSU Account

“MPSU Account” means the account established by the Company in respect of a non-ELT Member pursuant to Section 5.01 (PSU Accounts) to which MPSU Allocations and PSU Dividends are recorded.

2.26 MPSU Allocations

“MPSU Allocations” means the MPSUs referred to in Section 5.02 (PSU Allocations) applied to and recorded in MPSU Accounts.

2.27 Person

“Person” has the meaning as specified in the Securities Act (British Columbia), as such provision is from time to time amended, varied or re-enacted.

2.28 Plan

“Plan” means this Performance Share Unit Plan as altered or amended from time to time.

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2.29 Publicly Traded Entity

“Publicly Traded Entity” means any corporation, partnership, limited partnership or trust whose Voting Securities are listed on a North American stock exchange.

2.30 PSU

“PSU” means either an EPSU or a MPSU.

2.31 PSU Account

“PSU Account” means either an EPSU Account or a MPSU Account.

2.32 PSU Allocations

“PSU Allocations” means either EPSU Allocations or MPSU Allocations.

2.33 PSU Dividends

“PSU Dividends” means additional PSUs credited as dividend equivalents pursuant to Section 5.03 (PSU Dividends) applied to and recorded in either a Member’s EPSU Account or MPSU Account.

2.34 Retirement

“Retirement” means the Member has ceased active and actual employment and

· with respect to Members in a registered defined benefit pension plan, is immediately entitled to and begins receiving an unreduced pension, or

· with respect to Members in a registered defined contribution plan or a registered retirement savings plan, having reached the age of 65, or

· having reached at least the age of 55 and the Member’s age plus years of continuous unbroken service with the Company and/or TELUS Affiliate employer (including any years of continuous unbroken employment with predecessors of the Company and/or a TELUS Affiliate employer) equal at least 80, or

· the Board or Committee has determined that a Retirement has occurred.

2.35 Share Value

“Share Value” for PSUs, including PSU Dividends credited in respect of PSUs allocated means the arithmetic average of the daily weighted average price per share for the Common Shares that are traded on the Toronto Stock Exchange (adjusted to exclude block trades representing a single transaction pertaining to the purchase and sale of 25,000 Common Shares or more and trades effected after 4:00 p.m. EST) for the five trading days immediately preceding the Valuation Date or the dividend payment date, as applicable.

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2.36 Subsidiary

“Subsidiary” means any corporation that is a subsidiary of the Company (as such term is defined in the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted) and includes any joint venture, partnership or limited partnership which is directly or indirectly, controlled by the Company.

2.37 Take Over Bid

“Take Over Bid” means a take over bid that is a formal bid, both as defined in the Securities Act (British Columbia) as such provisions are from time to time amended, varied or re-enacted.

2.38 TELUS Affiliate

“TELUS Affiliate” means any affiliate of TELUS Corporation, as defined by the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted, or any partnership, trust or unincorporated association in which any one or more of TELUS Corporation and its affiliates (as so defined), either alone or together, has a controlling interest. “TELUS Affiliate employer”, with respect to a Member, means the TELUS Affiliate that employs such Member.

2.39 Valuation Date

“Valuation Date” means the date upon which a Member’s PSUs are valued, being the earliest of:

(a) the date upon which the Member’s PSUs vest pursuant to Section 3.05 or 4.04 (Vesting of Benefits) or Section 7.01 (Determinations by Directors on Change of Control);

(b) the Date of Termination of the Member’s employment without Just Cause, upon death, Retirement or Disability, whichever occurs first; and

(c) the Plan is terminated in accordance with Section 8.01 (Amendment or Termination of the Plan).

2.40 Voting Securities

“Voting Securities” with respect to the Company mean the Common Shares and any other securities of the Company which have the right to vote on the election of directors, and with respect to any Continuing Entity mean for any corporation that is a Continuing Entity, the securities of that corporation that carry the right to vote on the election of directors, and for any other entity that is a Continuing Entity, the securities of that entity which entitle the holders thereof to vote on matters generally relating to that Continuing Entity.

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2.41 Section Headings

Section headings are for convenience only and shall not be considered as part of the terms and provisions of the Plan. Words in the singular shall include words in the plural and vice versa, unless qualified by context.

Section 3 - EPSUs – Eligibility, Awards, Vesting and Payout

3.01 Eligibility

Subject to Section 3.02, the CEO may, in his or her discretion, recommend to the Committee from time to time, and the Committee shall have the authority to approve or determine, based on such recommendation:

(a) Members of the ELT who should be eligible to receive EPSUs, and

(b) All EPSU award allocations to ELT members.

The effective date for commencement of participation in the Plan by an ELT Member will be the date determined by the Committee.

3.02 CEO grants

EPSU award allocations to the CEO shall be approved by the Board based on the recommendations of the Committee.

3.03 Continuation of Participation

Each Member shall continue to participate in the Plan for as long as the Member remains entitled to benefits hereunder, but the body or individual who has authority to determine the eligibility of a person may also determine, at its discretion, that the person should no longer participate in the Plan on a prospective basis.

3.04 Allocation of EPSUs

The CEO shall recommend to the Committee the allocation of EPSUs to each ELT Member in each Fiscal Year, which allocation shall specify the number, or a methodology for calculating the number, of EPSUs allocated. After considering such recommendation, the Committee shall approve or determine the EPSU allocations to each ELT Member other than the CEO for each Fiscal Year and shall recommend to the Board the EPSU allocations for the CEO. After considering the Committee’s recommendation, the Board shall approve or determine the EPSU allocation for the CEO for each Fiscal Year.

3.05 Vesting of Benefits

Subject to Sections 6.02, 6.05 to 6.13 inclusive, and Section 7.01, EPSUs allocated to a Member in an Allocation Year pursuant to Section 5.02 (PSU Allocations) (a) shall vest in the manner set out in the written notice of allocation by the Company to the Member or (b) if the vesting of the EPSUs is not specified in such notice, then such EPSUs shall vest over three consecutive Fiscal Years according to the following schedule:

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Vesting Period | Percentage Vesting
N ovember 20 of the Allocation Year (subject to available deferral) | 33.33%
N ovember 20 of the first Fiscal Year following the Allocation Year (subject to available deferral) | 33.33%
November 20 of the second Fiscal Year following the Allocation Year | 33.33%
E.g., 300 EPSUs allocated in 2019 will vest as follows: |
100 – November 20, 2019 100 – November 20, 2020 100 – November 20, 2021. |

Section 4 - MPSUs – Eligibility, Awards, Vesting and Payout

4.01 Eligibility

The CEO may, in his or her discretion, determine the individuals or groups of management employees of the Company or any TELUS Affiliate below the ELT job level who should be eligible to receive MPSUs. The CEO shall provide to the Committee reports on the total MPSU awards granted.

The effective date for commencement of participation in the Plan by a Member will be the date determined by the CEO.

4.02 Continuation of Participation

Each Member shall continue to participate in the Plan for as long as the Member remains entitled to benefits hereunder, but the CEO may determine at his discretion that the person should no longer participate in the Plan on a prospective basis.

4.03 Number of MPSUs

CEO shall recommend to the Committee the allocation of MPSUs to non-ELT Members in each Fiscal Year, which allocation shall specify the number, or a methodology for calculating the number, of EPSUs allocated. After considering such recommendation, the Committee shall approve or determine the aggregate pool of MPSUs to be allocated to non-ELT Members for each Fiscal Year. The Committee may approve or determine the allocation of MPSUs to any one or more of the non-ELT Members for a Fiscal Year and, subject to any allocation(s) made to non-ELT Members for a Fiscal Year, the CEO may

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approve or determine the allocation of the remaining MPSUs in the pool among the non-ELT Members for the Fiscal Year.

4.04 Vesting of Benefits

Subject to Sections 6.02, 6.05 to 6.13 inclusive, and Section 7.01, MPSUs allocated to a Member in an Allocation Year pursuant to Section 5.02 (PSU Allocations) (a) shall vest in the manner set out in the written notice of allocation by the Company to the Member or (b) if the vesting of the MPSUs is not specified in such notice, then such MPSUs shall vest over three consecutive Fiscal Years according to the following schedule:

Vesting Period | Percentage Vesting
November 20 in the Allocation Year (subject to available deferral) | 33.33%
November 20 in the first Fiscal Year following the Allocation Year (subject to available deferral) | 33.33%
November 20 in the second Fiscal Year following the Allocation Year | 33.33%
E.g., 300 MPSUs allocated in 2019 will vest as follows: |
100 – November 20, 2019 100 – November 20, 2020 100 – November 20, 2021. |

Section 5 - Performance Share Unit Accounts

5.01 PSU Accounts

The Company shall establish an EPSU Account for each eligible ELT Member, and a MPSU Account for each eligible non-ELT Member in order to record the EPSU Allocations, MPSU Allocations, and corresponding dividends credited thereto pursuant to Sections 5.02 and 5.03 respectively. Until a Member receives a PSU Allocation and the PSU Allocation has vested in accordance with its terms and the terms of the Plan, the Member will not be entitled to any payment, compensation or benefit of any kind of under this Plan.

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5.02 PSU Allocations

The Company will allocate to the applicable PSU Account for each Member such number of EPSUs or MPSUs that are granted to the Member from time to time under this Plan in accordance with Section 3.04 or 4.03 respectively. If a Member holds both EPSUs and MPSUs (e.g. if a non-ELT Member becomes an ELT Member, or vice versa), they shall be maintained separately in EPSU and MPSU Accounts.

5.03 PSU Dividends

If there is a declaration of dividends on the Common Shares with a record date on or prior to the Valuation Date, then, on the payment date of the dividend, the Company shall credit the applicable PSU Account of each Member with PSU Dividends in respect of PSUs in the PSU Account on the date of record for the Common Share dividend. PSU Dividends in respect of EPSUs will be credited to the applicable EPSU Account as EPSUs, and PSU Dividends in respect of MPSUs will be credited to the applicable MPSU Account as additional MPSUs. The number of additional PSUs credited to the applicable PSU Account as a PSU Dividend will be determined by multiplying the number of PSUs credited to the applicable PSU Account on the relevant record date by the amount of the dividend paid on each Common Share, and dividing the result by the Share Value on the date that the Common Share dividend is paid. Fractions resulting from the foregoing equation will be computed to four decimal places. There will be no PSU Dividend credited for any PSUs if the date of record for the Common Share dividend is after the Valuation Date for those PSUs, even if those PSUs have not been paid out. For greater certainty, PSU Dividends, if any, will be credited to the applicable PSU Account on the date that the Common Share dividend is paid.

PSU Dividends credited to a Member in respect of a PSU Allocation will vest and be deemed to have the same Allocation Year as the underlying PSU Allocation to which such PSU Dividends relate. No PSU Dividends will be credited to a Member’s PSU Account in relation to PSUs that have been previously forfeited or cancelled or paid out of the Plan.

For example, if a Member is allocated 300 MPSUs in February 2011, and PSU Dividends totalling 20 MPSUs were credited in 2012 for the 200 MPSUs that remain unvested when the MPSU Dividends were credited, the Allocation Year for those 20 MPSUs will be 2011 and they will vest as follows:

10 – November 20, 2012
10 – November 20, 2013.

This example assumes the Member did not defer vesting of the first 100 MPSUs.

5.04 Application of Clawback Policy to Certain Executives

EPSUs allocated pursuant to Section 3 to the CEO and any Executive Vice President, including PSU Dividends related to such EPSU, and/or any payment made in cash or issuance of Common Shares hereunder in respect of such EPSU, are subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company from time to time,

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as the same may be amended from time to time; provided that this provision shall apply only to E PSUs granted from and after the later of (i) January 1, 2013 or (ii) the date the Member first became any of the CEO or an Executive Vice President, including PSU Dividends relating to such EPSUs (and, for greater certainty shall not apply to any PSU Dividends relating to MPSUs credited to any such Member’s PSU Account prior to such date).

Section 6 - Payment of Benefits

6.01 Payment of Benefits

Subject to Sections 6.05 to 6.13, inclusive, upon vesting of a PSU allocated or credited to a Member’s PSU Account, a Member shall be entitled to payment of the vested PSUs within 30 days after the vesting date.

Despite any provision in the Plan to the contrary, in no event will PSUs allocated or credited to a Member’s PSU Account be paid later than December 31 of the second calendar year following the Allocation Year.

6.02 Deferral of Vesting

Despite Section 6.01 and subject to Schedule A, a Member may elect to defer the vesting of those PSUs that would vest (but for the deferral in this section) in the Allocation Year or in the first Fiscal Year following the Allocation Year, as herein provided.

Except as provided in Sections 6.05 to 6.08, inclusive, if a Member elects and is permitted to defer vesting of any PSUs in the PSU Account, the deferred PSUs will vest on the same date that the last PSUs allocated in respect of the same Allocation Year vest. The value of the deferred PSUs will be the number of deferred PSUs held by the Member multiplied by the same Share Value that applies to those last PSUs.

The request to defer must be made prior to the date the PSUs vest, must be in respect of all of the PSUs that vest at that time under the Plan and must be made in a form and in accordance with timing determined by the Company.

Despite any provision in the Plan to the contrary, in no event will PSUs be paid later than December 31 of the second calendar year following the Allocation Year.

6.03 Form of Payment

Subject to adjustment under Section 9.04, and subject to any election by the Committee to pay benefits to a Member in the form of Common Shares, the benefits payable to a Member under Section 6.01 shall be paid in the form of cash, net of all applicable withholdings referenced in Section 9.03.

The Committee may, in its sole discretion, elect to pay benefits to a Member in the form of newly issued Common Shares and, if paid in such form, the Member will be issued one newly issued Common Share for each PSU that is payable to the Member. The issue of Common Shares to the Member is conditional upon entering into arrangements satisfactory to the Company for the satisfaction of all applicable withholdings as referenced in Section

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9.03. The exercise of the Committee’s discretion to pay benefits in the form of Common Shares may be delegated to the Chair of the Committee and shall be made on or shortly before the Valuation Date of a Member’s PSUs and shall not be exercised during a time when a Blackout Period is in effect. If the Committee has elected to pay benefits to one or more Members in the form of Common Shares, the Committee will not rescind such election during a time when a Blackout Period is in effect.

6.04 Calculation of Benefits

Unless otherwise determined herein and subject to any election by the Committee to pay the benefits in the form of Common Shares under Section 6.03, the amount of any cash payment to a Member in respect of PSUs will be equal to the number of PSUs in the Member’s PSU Account that are paid in cash multiplied by the Share Value.

6.05 Payment of Benefits Upon Termination of Employment

(a) Voluntary Termination of Employment

Subject to Section 6.05(b)(i), if a Member voluntarily terminates his or her employment with the Company or his or her TELUS Affiliate employer, the unvested PSUs in the Member’s PSU Account as of the earlier of the date that:

(i) notice of termination is provided by the Member to the Company or the TELUS Affiliate employer and

(ii) the Member would have been required to give notice of termination under the Employment Agreement in order to properly effect a resignation in accordance therewith,

are immediately forfeited and any vested PSUs in the Member’s PSU Account shall, subject to Section 6.09, be paid to the Member within 60 days following the Date of Termination of employment. The value of the vested but unpaid PSUs will be as determined by Section 6.04 and by Section 6.02 with respect to vested but unpaid deferred PSUs.

(b) Involuntary Termination of Employment

(i) Just Cause

If a Member is terminated from employment by the Company or his or her TELUS Affiliate employer for Just Cause or if Just Cause exists and the Member terminates employment with the Company or his or her TELUS Affiliate employer, including pursuant to Retirement, all vested and unvested PSUs in the Member’s PSU Account including any deferred PSUs are forfeited immediately upon the earlier of the Date of Termination of the Member’s employment for Just Cause or Retirement, as applicable, and no benefits are payable under the Plan.

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(ii) Not For Cause

If a Member is terminated from employment by the Company or his or her TELUS Affiliate employer without Just Cause, whether or not the termination is related to a Change of Control of the Company, the Member shall be entitled to payment in respect of all vested and unvested PSUs in his or her PSU Account, which, subject to Section 6.09, shall be paid within 60 days following the Date of Termination.

The value of the PSUs shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

(c) Termination before Grant

If a Member is terminated under Section 6.05(b)(ii) on the last day of the Fiscal Year or after a Fiscal Year, but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

6.06 Payment of Benefits Upon Retirement

Subject to Section 6.05(b)(i), in the event of a Member’s Retirement the Member shall be entitled to payment in respect of all of the vested and unvested PSUs in his or her PSU Account, which payment, subject to Section 6.09, shall be paid within 60 days after the Date of Termination as a result of Retirement.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

If a Member’s Retirement occurs on the last day of the Fiscal Year or after a Fiscal Year, but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

6.07 Payment of Benefits Upon Disability

Upon a Member’s termination as a result of Disability, the Member shall be entitled to payment in respect of all vested and unvested PSUs in his or her PSU Account as of the date the Company or the TELUS Affiliate employer terminates the employment of the Member, which payment, subject to Section 6.09, shall be made within 60 days after the Date of Termination.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

In the event that the Date of Termination of the Member’s employment as a result of Disability occurs after a Fiscal Year but prior to the granting of PSUs in respect of that

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Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

6.08 Payment of Benefits Upon Death

Upon a Member’s death, the Member or the Beneficiary shall be entitled to all of the vested and unvested PSUs in his or her PSU Account, which, subject to Section 6.09, shall be paid within 60 days after the date of death.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04 and by Section 6.02 with respect to deferred PSUs.

In the event that the death occurs after a Fiscal Year but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

6.09 Payment of Benefits in Case of a Blackout Period

If any portion of the period within which a PSU payment must be paid falls within a Blackout Period, then the Company may, at its sole discretion, defer payment of the PSUs to the Member until up to 14 days after the last day of the Blackout Period and the last day of the original period within which the PSU payment was to be made, whichever is later, provided that the payment will be made no later than December 31 of the second year following the Allocation Year. The Company may in its discretion at any time change the vesting date of PSUs to ensure that the PSUs are paid out no later than December 31 of the second year following the Allocation Year.

6.10 Transfer to a Subsidiary or Affiliate

Despite the foregoing, neither (i) the transfer of a Member from employment with the Company to employment with a TELUS Affiliate employer, nor (ii) the transfer of employment with a TELUS Affiliate employer to employment with the Company or another TELUS Affiliate, will be a termination of employment for the purposes of the Plan. If an entity that is a TELUS Affiliate is sold or otherwise disposed of such that it ceases to be a TELUS Affiliate and a Member becomes or continues to be employed by that entity after the disposition, then in the absence of an express termination of employment the employment of the Member will be deemed to have been terminated without Just Cause as of the date of disposition for the purposes of the Plan.

6.11 Resignation, Retirement & Non-Renewal of Fixed Term Employment Agreement

For the purposes of the Plan, if a Member resigns or retires from employment on a date that is not a Retirement, the resignation or retirement will be treated as a voluntary termination of employment by the Member. If the employment of a Member terminates as a result of the expiry, without renewal or replacement, of a fixed term Employment

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Agreement, the termination will be treated as a voluntary termination of employment by the Member.

6.12 No Entitlement to Damages or Payment in Lieu

Notwithstanding any other agreement between the Member and the Company or any TELUS Affiliate employer, including any Employment Agreement, except as required by applicable employment standards legislation, the Member will receive no allocation, credit, compensation or damages of any kind in respect of or in lieu of (i) any additional PSUs that may have otherwise been credited or accruing to the Member after the Date of Termination of the Member’s employment, or (ii) the loss of any benefit under this Plan due to the termination of the Member’s employment, including compensation or damages in respect of any PSU award that does not vest or is not awarded as a result of the termination of the Member’s employment with the Company or any TELUS Affiliate employer.

6.13 Effect of Payment or Forfeiture of Benefits

Effective the date that a Member or Beneficiary receives payment of PSUs or the date of forfeiture of PSUs, the Company will deduct from the PSU Account of the Member a number of PSUs equal to the PSUs paid or forfeited.

Section 7 - Change of Control

7.01 Determinations by Directors on the Change of Control

In the event of the occurrence of Change of Control the Board may in its discretion take one or more of the following actions:

(a) arrange for or otherwise provide that the obligations of the Company under the Plan shall be assumed, or a substantially similar plan shall be substituted by a Continuing Entity or by the offeror under a Take Over Bid, or by the parent or any subsidiary of that Continuing Entity or offeror, provided that the Continuing Entity, offeror, parent or subsidiary, assuming the obligations under the Plan or substituting a plan is a Publicly Traded Entity and the securities which are used for the calculation of the Share Value under such plan are listed and trading on a North American stock exchange;

(b) accelerate the vesting of PSUs and have the PSUs allocated and credited to a Member’s Account;

(c) determine the appropriate Valuation Date and Share Value for the PSUs;

(d) arrange or otherwise provide for the payment (in cash or Common Shares), to Members in exchange for the satisfaction or purchase and cancellation of outstanding PSUs and determine the date of payment; or

(e) make such other modifications, adjustments or amendments to outstanding PSUs or the Plan as the Board deems necessary or appropriate;

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provided that if the Board does not accelerate the vesting of PSUs as part of any determinations made pursuant to subsections (a), (c), (d) or (e) above, if the employment of a Member with the Company or a TELUS Affiliate is terminated without Just Cause, on or before the date which is two years after the date of the Change of Control, all unvested PSUs in that Member’s PSU Account which were granted to that Member prior to the Change of Control shall vest on the Date of Termination, and all PSUs of that Member (including those vested as provided herein) shall be paid within 60 days following the date of termination; and in no event shall any determinations under Section 7.01 be less favourable to the Members than as contained in this proviso. For the purposes hereof “the date of the Change of Control” shall be (a) in the case of a Change of Control contemplated by Section 2.06(b), the date that the Voting Securities are taken up and paid for under the Take Over Bid, (b) in the case of a Change of Control contemplated by Section 2.06(c), the date of the public announcement of the completion of such acquisition by such Person or Persons the acquisition contemplated by such subsection is announced and (c) in the case of a Change of Control contemplated by Section 2.08(a), 2.08(d) or 2.08(e), the date of completion of such transaction or series of transactions. For greater certainty the provisions of Section 6.05 to 6.08 of the Plan, both inclusive, shall apply with respect to the termination of employment of a Member in any manner other than a termination without Just Cause, as therein provided.

Section 8 - Amendment or Termination of the Plan

8.01 Amendment or Termination

Subject to the limitations in Section 1.03(b) and 8.03, the Board reserves the right, at any time and from time to time at its discretion, to amend the terms of the Plan, to terminate the Plan in its entirety, or to change the basis and formula for determining PSU awards. In the event of a termination of the Plan, each Member with PSUs in his or her PSU Account shall be entitled to a payment in respect of all vested and unvested PSUs in his or her PSU Account. Such payment shall be made as reasonably possible after the date of termination of the Plan based on the Share Value, and Members shall accrue no further rights or benefits under the Plan. To the extent that the Plan provides that any rights of amendment may be exercised by the Committee, the Committee shall have such rights as are set forth in the Plan.

8.02 Shareholder Approval Not Required

Without limiting the generality of Section 8.01, without the approval of the shareholders of the Company, the Board may make amendments to the Plan or any PSU awards as follows:

(a) any change in the vesting provisions of any PSU award, or under the Plan;

(b) any amendments required for favourable treatment under applicable tax laws; and

(c) any non-material amendment to the Plan, such as housekeeping changes, Plan clarifications, or other minor changes to the Plan.

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8.03 Shareholder Approval Required

Only with the approval of the Company’s shareholders, obtained in the manner required by any stock exchange on which the Common Shares are listed, but subject to Section 8.02, the Board may make any material amendments to the Plan or any PSUs granted which material amendments shall include:

(a) any increase in the number of Common Shares reserved for issuance under the Plan;

(b) any change to the eligible participants which would have the potential of broadening or increasing the participation by Insiders, including, any change to the Insider participant limits specified in Section 1.05;

(c) any change which would permit members of the Board who are not employees of the Company or a Subsidiary to be granted awards under the Plan;

(d) an expansion of the type of awards available under the Plan in a material manner;

(e) any amendment to permit the transfer or assignment of a PSU in circumstances other than by will or by the applicable laws of succession and devolution; or

(f) any amendment to this amending provision of the Plan.

Notwithstanding the foregoing, the prior approval, if any, of any stock exchange on which the Common Shares are listed, to any amendment to the Plan shall be required in accordance with the rules of such applicable stock exchange. All amendments to the Plan shall be in compliance with all regulatory requirements applicable thereto.

Section 9 - General Provisions

9.01 Beneficiary Designation

A Member may designate a Beneficiary to receive PSU payments that become payable under the Plan pursuant to Section 6.08 in the event of Member’s death. A Member may elect to alter or revoke such designation at any time in writing, to be provided to the Company, subject to any applicable legislation.

9.02 No Guarantee of Employment

The existence of the Plan is in no way to be construed as a guarantee of continued employment for any Member, or of entitlement to any future Plan awards, benefits or payments.

9.03 Withholdings

Notwithstanding anything to the contrary in the Plan or any PSU Allocation, (a) the Company or the applicable TELUS Affiliate employer shall withhold from any benefits payable under the Plan all federal and provincial taxes and other deductions as required by applicable legislation and is not required to gross-up the amount of benefits payable under the Plan in order to account for any taxes or other obligations and (b) the Member will be

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responsible for all income tax and other obligations arising from the terms and conditions of the Plan. The Company or the applicable TELUS Affiliate employer may require that a Member pay to the Company or the applicable TELUS Affiliate employer the minimum amount it is obliged to remit to the relevant taxing authority with any such additional payment being due no later than the date on which such amount is required to be remitted to the relevant tax authority. Alternatively, and subject to any requirements or limitations under applicable law, the Company or the applicable TELUS Affiliate employer may (a) withhold such amount from any remuneration or other amount payable by the Company or the applicable TELUS Affiliate employer to the Member, (b) require the sale of a number of Common Shares issued upon payment of PSU benefits to the Member and the remittance to the Company or TELUS Affiliate, as applicable, of net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount.

9.04 Adjustments

Appropriate adjustments to this Plan and to PSUs held in a PSU Account shall be made, and shall be conclusively determined, by the Committee to give effect to adjustments in the number of Common Shares resulting from subdivisions, consolidations, substitutions, or reclassifications of the Common Shares, the payment of stock dividends by the Company on the Common Shares (other than dividends in the ordinary course) or other changes in the capital of the Company, in the same manner as the Common Shares (including any conversion ratio related thereto) are treated as part of that subdivision, consolidation, substitution, or reclassification.

9.05 Governing Law

The Plan shall be governed by the laws applicable in the Province of British Columbia and the laws of Canada applicable in British Columbia.

9.06 Severability

In the event that any provision of the Plan is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other provision of the Plan.

9.07 Currency

The monetary amounts hereunder shall be in Canadian currency.

9.08 Calculation of Time

Whenever any payment is to be made or action is to be taken on a day which is not a business day, such payment shall be made or such action shall be taken on the next following business day. A “business day” is any day, other than a Saturday or Sunday, on which the principal commercial banks in the city of Vancouver are open for commercial business during normal banking hours.

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9.09 Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and any obligation to make a payment in the future upon redemption of PSUs will remain an unfunded liability recorded on the books of the Company. To the extent any Member or his or her estate holds any rights with respect to an PSU Allocation, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured creditor of the Company.

9.10 Reorganizations and Issuances

The existence of any PSUs shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

9.11 Value Not Guaranteed

The value of a PSU is based on the value of a Common Share and is thus not guaranteed. The value of a PSU at the time it becomes payable may be higher or lower than the value at the time it was credited to a Member’s PSU Account under the Plan. No amount will be paid to, or in respect of, a Member under the Plan to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Member for such purpose. No amount will be paid to compensate a Member in respect of (i) any difference between the Share Value and the market price of a Common Share on any date, (ii) any change in the market price of a Common Share from the Valuation Date to the date payment of PSUs is made, (iii) any change in currency exchange rates, or (iv) interest in respect of the period from the Valuation Date to the date payment of PSUs is made.

9.12 No Shareholder Rights

Under no circumstances shall PSUs be considered Common Shares nor shall they entitle any Member to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Member be considered the owner of Common Shares by virtue of the award of PSUs.

9.13 Personal Information

Each Member shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. Each Member acknowledges that his or her personal information required in order to administer the Plan may be disclosed to third parties and may be stored in locations inside or outside Canada. Each Member consents to such disclosure and storage and authorizes the Company to make any such disclosure on the Member’s behalf.

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9.14 Electronic Delivery

By participating in the Plan, each Member consents and agrees (i) to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, grant or award notifications, notices, deferral elections and agreements, and all other forms of communications) in connection with any award made under the Plan; (ii) to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature; and (iii) that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

9.15 Release of Liability

In the event of a claim or demand for additional tax or statutory remittances, deductions or obligations with respect to payments under the Plan, the Member shall indemnify and save harmless the Company and the TELUS Affiliates from any and all such claims or demands and shall immediately remit such additional amounts as may be determined to be due and provide the Company and the TELUS Affiliates with evidence that he or she has done so.

9.16 Successors and Assigns

TELUS may assign this Plan at any time and the Plan shall enure to the benefit of the Company and its successors and assigns. Except for a transfer or assignment to a Beneficiary pursuant to a Beneficiary designation made pursuant to Section 9.01, the rights of a Member under the Plan and any PSU Allocation are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Member. The terms and conditions of the Plan and any PSU Allocation shall be binding on the Member’s Beneficiary and representatives and successors.

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Schedule A

Provisions for U.S. Taxpayers

Notwithstanding anything to the contrary in the Plan, the provisions of this Schedule A shall apply to Members who are U.S. Taxpayers (as defined herein) with respect to their PSUs that were not vested before January 1, 2005.

1. “U.S. Taxpayer” means a Member who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the U.S. Internal Revenue Code (the “Code”) whose award of PSUs under this Plan would be subject to U.S. taxation under the Code. Such Member shall be considered a U.S. Taxpayer solely with respect to such awards.

2. “Section 409A” means Section 409A of the Code and the authority and guidance issued thereunder.

3. No Election to Defer PSUs. Notwithstanding any provision of the Plan to the contrary, no U.S. Taxpayer may elect to defer the vesting or payment date of his or her PSUs.

4. Distributions to U.S. Taxpayers. Notwithstanding any other provisions in the Plan to the contrary, all payments in respect of a U.S. Taxpayer’s PSUs shall be paid within 30 days following their original vesting date (i.e., the dates specified in Section 3.05 of the Plan), but in no event later than December 31st of the second year following the Allocation Year.

5. Plan Termination. No provision of the Plan or amendment to, or termination of, the Plan may permit the acceleration of payments under the Plan to U.S. Taxpayers contrary to the provisions of Section 409A.

6. Compliance with Section 409A. The intent of the Company is that payments under this Plan (including all attachments, exhibits and annexes) comply with Section 409A, to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, a U.S. Taxpayer shall not be considered to have terminated employment with the Company for purposes of this Plan until such U.S. Taxpayer would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any payments described in this Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid to a U.S. Taxpayer pursuant to this Plan that constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything to the contrary in this Plan, to the extent that any payments to be made upon separation form service to a U.S. Taxpayer who is considered a “specified employee” for purposes of Section 409A and would result in the imposition of any individual penalty tax imposed under Section 409A, the payment shall instead be made on the first business day after the earlier of (i) the date that is six (6) months following such separation from service, (ii) that U.S. Taxpayer’s death, and (iii) 30 days following the original vesting date (i.e., the dates specified in Section 3.05 of the Plan).