<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>7
<FILENAME>ex4_5-071802.txt
<DESCRIPTION>EMPLOYMENT STOCK OPTION PLAN
<TEXT>
                                    CAE INC.

                           EMPLOYEE STOCK OPTION PLAN
                    (Amended and Restated as of May 9, 2001)

     CAE Inc., a corporation incorporated under the laws of Canada, hereby
adopts an Employee Stock Option Plan, as amended, for key employees of CAE Inc.
and its subsidiaries, as follows:

                                   ARTICLE I
                                    PURPOSE

1.01 Purpose. The purpose of the CAE Inc. Employee Stock Option Plan, as
amended, is to provide key employees of CAE Inc. and its subsidiaries with an
opportunity to purchase common shares of CAE Inc. and to benefit from the
appreciation thereof, thus providing an increased incentive for these employees
to contribute to the future success and prosperity of CAE Inc., enhancing the
value of the common shares for the benefit of the shareholders and increasing
the ability of CAE Inc. and its subsidiaries to attract and retain individuals
of exceptional skill.

                                   ARTICLE II
                                 INTERPRETATION

2.01 Definitions. In this Plan, unless the context otherwise requires, the
following words and expressions shall have the respective meanings ascribed to
them below:

     "Approval Date" means the later of the date of approval of the Plan by the
shareholders of the Corporation and by the applicable regulatory authorities and
stock exchanges, each as contemplated by Article XII hereof.

     "Base Price" means, with respect to a Share subject to Option, the latest
closing price of the Shares on The Toronto Stock Exchange (or such other stock
exchange on which the Shares are listed as the Board shall from time to time
prescribe) on the trading day immediately preceding the day on which the Option
is granted. If no Shares have been traded on such exchange on such day, the Base
Price shall be established on the same basis on the last previous day for which
a trade was reported by such exchange.

     "Board" means the board of directors of the Corporation.

     "Code" means the United States Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder.

     "Committee" means the Compensation Committee of the Board.

     "Corporation" means CAE Inc.

<PAGE>

                                       2

     "Incentive Stock Option" means an Option (i) which is intended to meet the
requirements of Section 422A of the Code, including, without limitation, the
requirement under the Code that such Option be issued at an Option Price which
is not less than the fair market value of a Share on the date of grant and (ii),
in connection with the exercise of which, an Optionee will not recognize income
for United States federal income tax purposes if the Shares acquired upon
exercise of such Option are held for two years from the date of the grant of the
Option and one year from the date of exercise thereof.

     "Non-qualified Stock Option" means an Option which is not intended to meet
the requirements of Section 422A of the Code, and which does not entitle the
Optionee to receive the United States federal income tax treatment described in
paragraph (ii) of the definition of Incentive Stock Option contained herein.

     "Options" means options granted under the terms of the Plan and includes
both Incentive Stock Options and Non-qualified Stock Options.

     "Option Price" means the purchase price of a Share under an Option.

     "Optionee" shall mean an employee of the Corporation or its subsidiaries to
whom an Option has been granted under the terms of the Plan.

     "Plan" means the CAE Inc. Employee Stock Option Plan, as amended and as the
same may from time to time be amended.

     "Shares" means the common shares in the capital of the Corporation or, in
the event of any reclassification of such common shares, the shares in the
capital of the Corporation resulting from such reclassification.

     "Subsidiary" has the meaning ascribed thereto in the Securities Act
(Ontario) on the date on which the Plan is adopted by the Board.

     "Termination Date" means, with respect to any Option, such date as is fixed
by the Committee at the time of the grant of the Option but is not later than
the day preceding the tenth anniversary of the date on which the Option is
granted.

     "United States" means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.

     "U.S. Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

2.02 Gender, etc. The masculine gender shall include the feminine and neuter
genders and vice versa and the singular shall include the plural and vice versa.

<PAGE>

                                       3

                                  ARTICLE III
                                 ADMINISTRATION

3.01 Administration. Except as otherwise provided in the Plan, the Committee
shall administer the Plan and shall have full power to grant Options, construe
and interpret the Plan, establish, amend and rescind rules and regulations for
its administration and perform all other acts relating to the Plan, including
the delegation of administrative responsibilities, that it believes reasonable
and proper.

3.02 Granting of Options. Subject to the terms and conditions of the Plan, the
Committee shall, in its discretion, determine which employees of the Corporation
or its subsidiaries shall be granted Options, the number of Shares subject to
option under any such Options, the dates after which Options may be exercised
(which shall not be earlier than the Approval Date nor later than the
Termination Date) in whole or in part, the Option Price, any restrictions
imposed on Shares received upon the exercise of Options, the terms and
conditions of the Options and, in respect of Options granted to United States
persons, whether the Options shall be Incentive Stock Options.

3.03 Determinations Final and Conclusive. Any decision or determination made or
action taken by the Committee or the Board arising out of or in connection with
the interpretation and administration of the Plan including, without limitation,
the granting of Options, shall be final and conclusive.

                                   ARTICLE IV
                             SHARES SUBJECT TO PLAN

4.01 Number of Shares. The total number of Shares available for grants of
Options under the Plan shall be 10,000,000 subject to adjustment in accordance
with Article VIII of the Plan. The Shares which may be issued and sold upon the
exercise of Options granted pursuant to the Plan will be authorized but unissued
Shares. The aggregate number of Shares so reserved for issuance to any one
person shall not exceed 5% of the issued and outstanding Shares (on an
non-diluted basis) from time to time.

4.02 Lapsed Options. If Options or any part thereof are surrendered, terminate
or expire without having been exercised in full, new Options may be granted
covering the Shares not purchased under such lapsed Options, but Options once
issued cannot be rescinded by mutual consent or agreement for the purpose of
making optioned Shares available for reallocation pursuant to a new Option in
favour of the same Optionee at a lower Option Price under the Plan.

                                   ARTICLE V
                                  ELIGIBILITY

5.01 Eligibility. Options may be granted to selected key employees of the
Corporation or its subsidiaries, provided that Incentive Stock Options shall
only be granted to employees of a subsidiary of the Corporation if such
subsidiary constitutes a "subsidiary" of the Corporation within the meaning
ascribed to such term in the Code.

<PAGE>

                                       4

                                   ARTICLE VI
                                TERMS OF OPTIONS

6.01 Option Agreement. All Options shall be evidenced by written agreements
executed by the Corporation and the Optionee. Such Options shall be subject to
the applicable provisions of the Plan, and shall contain such provisions as are
required by the Plan and such other terms and conditions as may be prescribed by
the Committee (which terms and conditions need not be the same in each case and
may be changed from time to time). All agreements evidencing Options shall
specify the total number of Shares subject to each grant, the Option Price and
the Termination Date. Each agreement evidencing an Option granted to a United
States person shall specify whether the Option evidenced thereby is an Incentive
Stock Option or a Non-qualified Stock Option.

6.02 Option Price. The Option Price per Share shall not be less than the Base
Price calculated in accordance with the Plan on the date of the grant or less
than that permitted by applicable laws or regulations or the rules, regulations,
by-laws or policies of regulatory authorities having jurisdiction or the stock
exchanges on which any securities of the Corporation are listed.

6.03 Period of Exercise.
     (1) Subject to the provisions of the Plan, the Committee shall determine
the date after which Options may be exercised in whole or in part.

     (2) Except as set forth in Section 6.05, no Option may be exercised unless
the Optionee is at the time of such exercise an employee of the Corporation or
one of its subsidiaries and shall have served continuously in such capacity
since the date of the grant of his Option. Absence on leave, having approval of
the Corporation or one of its subsidiaries, shall not be considered an
interruption of service for any purpose of the Plan.

6.04 Nontransferability of Options. Each Option shall, during the Optionee's
lifetime, be exercisable only by the Optionee, and neither it nor any right
hereunder shall be transferable otherwise than by will or the laws of descent
and distribution or be subject to attachment, execution or other similar
process. In the event of any attempt by the Optionee to alienate, assign,
pledge, hypothecate, grant a security interest in or otherwise dispose of an
Option or of any right hereunder, except as provided for herein, or in the event
of any levy or any attachment, execution or similar process upon the rights or
interest hereby conferred, the Corporation may terminate the Option by notice to
the Optionee and the Option shall thereupon become null and void.

6.05 Effect of Death, etc.
     (1) If an Optionee shall die while an employee of the Corporation or one of
its subsidiaries, any Option held by him may be exercised, to the extent that
the Optionee was entitled to do so at the time of his death, by the person to
whom the Optionee's rights under the Option shall pass by the Optionee's will or
the applicable laws of descent and distribution. Any person to whom an
Optionee's rights under an Option have passed by will or by applicable laws of
descent or distribution (i) shall be entitled to exercise the Option only during
the period expiring on the day that is earlier of (x) six months following the
date of death; and (y) the

<PAGE>

                                       5

Termination Date of the Option; and (ii) shall be subject to all terms and
conditions of the Plan and the Option applicable to the Optionee.

     (2) If an Optionee ceases to serve the Corporation as an employee of the
Corporation or one of its subsidiaries otherwise than by reason of death, each
Option held by the Optionee together with all rights hereunder or thereunder,
shall terminate on the date on which such Optionee ceases to serve the
Corporation in such capacity.

     (3) The Committee may, with respect to any Option, in its discretion,
waive, amend or vary the requirements of Section 6.03(2) or this Section 6.05.

6.06 Manner of Exercise and Payments.
     (1) An Option, or part thereof, shall be exercised by delivery of a written
notice of exercise to the Corporation and payment, in cash or by cheque, bank
draft or money order payable to the order of the Corporation, of the full
purchase price of the Shares then being purchased pursuant to the Option. An
Optionee may exercise an Option with respect to less than the full number of
Shares for which the Option may then be exercised, but an Optionee must exercise
the Option in full Shares.

     (2) An Optionee shall be entitled to the rights appertaining to share
ownership only with respect to Shares that have been fully paid for and issued
to him.

6.07 Withholding Taxes. The Corporation may, in its discretion, require an
Optionee to pay to the Corporation or its subsidiaries the amount, or make such
other arrangements (including the withholding of Shares which would otherwise be
delivered upon exercise), at the time of the exercise in whole or in part of any
Option or thereafter, that the Corporation deems necessary to satisfy any
obligation of the Corporation or its subsidiaries to withhold federal,
provincial, state or local income or other taxes incurred by reason of the
exercise.

6.08 Effect of Takeover Bid. If an offer (the "Offer") is made to the Optionee
or to shareholders generally or to a class of shareholders which includes the
Optionee (or would include the Optionee in the event that the Shares that are
subject to the Optionee's Option had previously been purchased and retained by
him) for Shares, which Offer, if accepted in whole or in part, would result in
the offeror exercising control over the Corporation within the meaning of
subsection 1(3) of the Securities Act (Ontario) (as amended from time to time),
then the Board shall determine by resolution, within ten days of the receipt of
notice of the Offer by the Corporation, if such Offer is bona fide. In the event
that the Board so determines that the Offer is bona fide, the Corporation shall,
immediately upon such determination by the Board notify each Optionee currently
holding an Option of the Offer, with full particulars thereof, and of such
determination by the Board, whereupon, subject to Section 7.02 with respect to
Options granted to United States residents, such Option shall become immediately
exercisable by the Optionee and, subject to the terms and provisions of the
Plan, may be exercised by the Optionee in whole or in part at any time or from
time to time prior to its Termination Date.

<PAGE>

                                       6

6.09 Amendments.
     (1) The Committee may at any time and from time to time after the grant of
an Option, with the consent of the Optionee, amend the terms and conditions of
the Option or the agreement evidencing the Option.

     (2) Without limiting the generality of Section 6.09(1), the Committee may
at any time and from time to time amend an Option to accelerate the date after
which the Option may be exercised in whole or in part including, without
limitation, in the event that the Corporation shall sell, lease or otherwise
dispose of all or substantially all of its assets and undertaking, shall enter
into an arrangement with, be merged or amalgamated with or absorbed by or into
any other company under any circumstances which involve or may involve or
require the liquidation of the Corporation, a distribution of its assets among
its shareholders or the termination of its corporate existence or in the event
that any person or combination of persons successfully solicits proxies for the
election of a slate of directors of the Corporation (other than the slate
proposed by the management of the Corporation in its management proxy circular)
which in the opinion of the Board may well result in such slate being elected as
directors of the Corporation.

     (3) No amendment to any Option or agreement evidencing an Option shall be
made unless the Option or agreement, as amended, will comply with the provisions
of the Plan and with applicable laws and regulations and the rules, regulations,
by-laws or policies of regulatory authorities having jurisdiction and the stock
exchanges on which any securities of the Corporation are listed.

                                  ARTICLE VII
            OPTIONS GRANTED TO PERSONS RESIDENT IN THE UNITED STATES

7.01 Special Rules Applicable to Options Granted to Persons Resident in the
United States. The provisions of this Article VII shall apply to Option grants
made to each employee of the Corporation or its subsidiaries who is resident in
the United States unless the Committee, in its discretion, determines otherwise.

7.02 Restriction on Exercise.
     (1) Anything in this Plan to the contrary notwithstanding, an Option shall
not be exercisable, no transfer of Shares shall be made to any Optionee, and any
attempt to exercise an Option or to transfer any such Shares shall be void and
of no effect, unless and until;

(i) a registration statement under the U.S. Securities Act has been duly filed
and declared effective pertaining to the Shares subject to such Option and the
Shares subject to such Option have been duly qualified under applicable United
States federal or state securities or blue sky laws; or

(ii) the Committee, in its sole discretion, determines, or the Optionee, upon
the request of the Committee, provides an opinion of counsel satisfactory to the
Committee, that such registration or qualification is not required as a result
of the availability of an exemption from registration or qualification under
such laws.

     (2) Without limiting the generality of Sections 7.02(1) or 10.01, if at any
time the Committee shall determine, in its sole discretion, that the listing,
registration or qualification of

<PAGE>

                                       7

the Shares under any United States federal or state law or on any stock exchange
or the consent and approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, delivery or purchase of such
Shares pursuant to the exercise of an Option, such Option shall not be exercised
in whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.

     (3) Each certificate for Shares acquired upon the exercise of an Option by
an employee who is resident in the United States shall bear the legend set out
in Attachment 1 which legend may be removed in connection with a sale of such
Shares that meets the requirements of Section 7.03; provided, however, that such
legend shall be placed on any certificates for Shares returned to the Optionee
as a result of the failure to complete any such sale.

7.03 Restrictions on Resale. Unless the Committee determines otherwise, in its
sole discretion, employees of the Corporation or its subsidiaries who are
resident in the United States shall covenant and agree that resales of the
Shares acquired upon the exercise of an Option shall be subject to the following
restrictions:

(i) the Shares shall at no time be offered by the Optionee to any person in the
United States;

(ii) the sale of the Shares may be made by the Optionee or a person acting on
his behalf only (A) through the trading facilities of The Toronto Stock Exchange
or the Montreal Exchange, provided that neither the Optionee nor any person
acting on his behalf knows that a sale or other transaction involving the Shares
has been pre-arranged with a buyer in the United States or (B) to a buyer who,
at the time the buy order is originated, is either outside the United States or
whom the Optionee and any person acting on his behalf reasonably believes to be
outside the United States; and

(iii) at the time of any sale described in Section 7.03(ii) above, no "directed
selling efforts", within the meaning of Rule 902(b) of Regulation S under the
U.S. Securities Act, have been made or are being made by the Optionee, any
affiliate, or any person acting on their behalf.

7.04 Restrictions Binding on Other Persons. The covenants and restrictions set
forth in this Article VII shall be binding on any person who (i) in accordance
with the provisions of Section 6.05 acquires any rights of the Optionee with
respect to the Option or (ii) as a result of the death of the Optionee or by
gift acquires any of the Shares acquired upon exercise of the Option.

                                  ARTICLE VIII
                                  ADJUSTMENTS

8.01 Subdivisions. In the event of any subdivision of the Shares, at any time
prior to termination of the Plan, into a greater number of Shares, the total
number of Shares available for the grant of Options under the Plan after such
subdivision shall be increased to such greater number of Shares as equals the
number of Shares that would have been received on such subdivision, were all of
the Shares allotted to the Plan and available for the grant of Options
immediately prior to such subdivision issued as fully-paid and non-assessable
Shares before such subdivision.

<PAGE>

                                       8

8.02 Consolidations. In the event of any consolidation of the Shares, at any
time prior to termination of the Plan, the total number of Shares available for
the grant of Options under the Plan after such consolidation shall be decreased
to such lesser number of Shares as equals the number of Shares that would have
been received on such consolidation, were all of the Shares allotted to the Plan
and available for the grant of Options immediately prior to such consolidation
issued and outstanding as fully-paid and non-assessable Shares before such
consolidation.

8.03 Reclassifications. In the event of any reclassification of the Shares, at
any time prior to termination of the Plan, the number of shares of each class of
shares in the capital of the Corporation available for the grant of Options
under the Plan after such reclassification shall be amended to the number of
shares of each such class as equals the number of shares of each class that
would have been received on such reclassification, were all of the Shares
allotted to the Plan and available for the grant of Options immediately prior to
such reclassification issued and outstanding as fully-paid and non-assessable
Shares prior to such reclassification.

8.04 Adjustment to Outstanding Options.
     (1) (If the Corporation shall declare a dividend payable in or shall
subdivide, consolidate or reclassify the Shares, or any other event shall occur
which in the judgment of the Committee necessitates action by way of adjusting
the terms of the outstanding Options, the Committee may take any such action as
in its judgment shall be necessary to preserve the Optionee's rights
substantially proportionate to the rights existing prior to such event
(including adjusting the number of Shares subject to Options or the Option Price
thereof). Any adjustment to the number of Shares that are subject to outstanding
Options pursuant to this Section 8.04 in consequence of a subdivision,
consolidation or reclassification of the Shares shall not affect the number of
Shares that remain available for the grant of Options under Article IV at the
time of such adjustment.

     (2) If at any time the Corporation issues rights to its shareholders to
subscribe for Shares, each Optionee may, if the Committee so decides in its
discretion, be granted a further option, exercisable during the time within
which such rights may be exercised, to purchase, at the same price as the Shares
subject to such rights, a number of Shares equal to those for which rights would
have been issued to the Optionee on the Shares that are subject to his Option if
such Shares bad previously been purchased by the Optionee and retained by him.

     (3) The judgment of the Committee with respect to any matters referred to
in this Section 8.04 shall be conclusive and binding upon each Optionee. Any
exercise by the Committee of its authority under this Section 8.04 is subject to
the approval of the Board if required by applicable laws and regulations or the
rules, regulations, by-laws or policies of any regulatory authority or stock
exchange having jurisdiction.

                                   ARTICLE IX
                                   AMENDMENTS

9.01 Required Amendments. If any provision of the Plan or any Option contravenes
any applicable laws or regulations or any rules, regulations, by-laws or
policies of any regulatory authority or stock exchange having jurisdiction or
authority over the Corporation or the Plan,

<PAGE>

                                       9

then the Board may amend such provision to the extent required to bring such
provision into compliance therewith.

9.02 Other Amendments.
     (1) The Board may, at any time or from time to time, suspend or terminate
the Plan in whole or in part or amend it in such respects as the Board may deem
appropriate. No amendment of the Plan shall be made without the approval of the
shareholders which would:

     (i)    materially increase the benefits under the Plan;

     (ii)   materially modify the requirements as to eligibility for
            participation in the Plan;

     (iii)  increase the total number of Shares which may be issued pursuant to
            Options, except as is provided for in accordance with Article VIII;
            or

     (iv)   extend the period of granting Incentive Stock Options.

     (2) Subject to Section 9.01, no amendment, suspension or termination of the
Plan shall, without the Optionee's consent, impair any of the rights or
obligations under any Option theretofore granted to an Optionee under the Plan

9.03 Approvals. No amendment shall be effective until all applicable approvals,
if any, of regulatory authorities and stock exchanges have been obtained.

                                   ARTICLE X
                              GOVERNMENT APPROVALS

10.01 Necessary Approvals. The obligation of the Corporation to issue, transfer
and deliver Shares on the exercise of Options under the Plan is subject to the
approval of any regulatory authorities or stock exchanges on which the Shares
are listed for trading which may be required in connection with the
authorization, issuance, transfer or delivery of such Shares by the Corporation.
If any Shares cannot be issued to any Optionee for any reason including, without
limitation, the failure to obtain such approval, then the obligation of the
Corporation to issue such Shares shall terminate and any Option Price paid to
the Corporation shall be returned to the Optionee.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

11.01 No Rights to Employment. Nothing contained in the Plan or in any agreement
evidencing Options granted under the Plan shall confer upon any Optionee any
right with respect to continuance of employment by Corporation or any subsidiary
thereof or interfere in any way with the right of the Corporation or any
subsidiary to terminate the employment of any Optionee.

11.02 No Representations or Warranty. The Corporation makes no representation or
warranty as to the future market value of any Shares issued in accordance with
the provisions of the Plan.

<PAGE>

                                       10

11.03 Use of Proceeds. Payments received from Optionees upon the exercise of
Options shall be used for the general corporate purposes of the Corporation.

11.04 Plan Expenses. Any expenses of administering the Plan shall be borne by
the Corporation.

11.05 Interpretation. The Plan will be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein.

                                  ARTICLE XII
                                 EFFECTIVE DATE

12.01 Effective Date.
      (1) The Plan shall become effective when it is adopted by the Board.
However, if (a) the Plan is not approved by the shareholders of the Corporation,
by a majority of the votes cast on the question, at the next annual meeting of
shareholders of the Corporation or any adjournment thereof or (b) the necessary
regulatory and stock exchange approvals are not obtained prior to March 7, 1991
(being one year after the date on which the CAE Inc. Employee Stock Option was
adopted by the Board), the Plan and all Options shall terminate.

      (2) No Incentive Stock Option may be granted after the tenth anniversary
of the earlier of (a) the date the Plan is adopted (or the date any amendment is
adopted to increase the aggregate number of Shares issuable under the Plan or to
change the employees eligible to receive Options, which amendment is described
and considered a new plan under Proposed Treas. Reg. ss. 1.422A-2(b)(3)(iv) of
the U.S. Department of Treasury) by the Board, or (b) the date such Plan (or
such amendment) is approved by the shareholders.

      ORIGINALLY adopted by the Board of Directors of CAE Inc. on the 9th day of
May, 1990 and as amended February 4, 1994, June 17, 1998 and May 9, 2001.

<PAGE>

                                  ATTACHMENT 1

                                       TO

                                    CAE INC.

                           EMPLOYEE STOCK OPTION PLAN

                                     LEGEND


Each certificate for Shares acquired upon the exercise of an Option by a United
States resident shall bear the following legend:

The Securities evidenced by this certificate have not been registered under the
United States Securities Act of 1933, as amended (the "Act"). These securities
may not be sold to a United States person (within the meaning of Regulation S
under the Act), except in compliance with the registration requirements of the
Act or an exemption therefrom. These Securities are subject to manner of sale
restrictions which are set forth in the Issuer's Employee Stock Option Plan, the
relevant provisions of which are available for inspection during business hours
at the Issuer's principal business office.

The securities represented by this certificate are listed on The Toronto Stock
Exchange and the Montreal Exchange; however the said securities cannot be traded
through the facilities of such Exchanges since they are not freely transferable,
and consequently any certificate representing such securities is not "good
delivery" in settlement of transactions on such Exchanges.

</TEXT>
</DOCUMENT>
