(a)	Stock option plans and arrangements:

(i)

The Company can issue stock options, stock appreciation rights, deferred share units and restricted stock units to executive management, key employees and directors under the following stock-based compensation plans. The Company’s stock trades on the NYSE American and is valued in USD, as such all prices in this note will be denominated in USD.

The Company has a

Long-Term

Incentive Plan under which awards may be made in order to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and to promote the success of the Company. Any employee or consultant selected by the administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants. The Long-Term Incentive Plan provided for the grant of units and performance units or share awards. As of March 26, 2022, there were 46,000 cash-based stock appreciation rights that were exercisable under the Long-Term Incentive Plan. The stock appreciation rights outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $1.12. The Company has not made any grants under this incentive plan in the past three years. As at March 26, 2022, the Company has recognized a liability of $0.3 million in relation to these stock appreciation rights ($0.3 million as at March 27, 2021).

As of March 26, 2022, there were stock options to purchase 135,000 Class A voting shares outstanding under the Long-Term Incentive Plan. During fiscal 2022, 2021, and 2020 no stock options were granted under the Long-Term Incentive Plan. As of March 26, 2022, 100% of the outstanding stock options were fully vested, accordingly unrecognized compensation relating to these options are nil. Total compensation cost for options recognized in expenses was nil, nil, and ($26,000) during fiscal 2022, 2021, and 2020, respectively. This plan expired in February 2016 and no further awards will be granted under this plan. However, the Long-Term Incentive Plan will remain in effect until the outstanding awards issued under the plan terminate or expire by their terms.

On August 15, 2016, the Board of Directors adopted the Company’s Omnibus Long-Term Incentive Plan (the “Omnibus LTIP”), and same was approved by the Company’s shareholders on September 21, 2016. Further to the Omnibus LTIP, the Company’s directors, officers, senior executives and other employees of the Company or one of its subsidiaries, consultants and service providers providing ongoing services to the Company and its affiliates may from

time-to-time

be granted various types of compensation awards, as same are further described below. The Omnibus LTIP is meant to replace the Company’s former equity awards plans. As of March 26, 2021, there were a total of 1,000,000 shares of the Company’s Class A voting shares are reserved for issuance under the Omnibus LTIP. On January 1

, 2022, the Omnibus LTIP was amended to increase the number of the Company’s Class A voting shares reserved for issuance under the Omnibus LTIP from 1,000,000 to 1,500,000. In no event shall the Company issue Class A voting shares, or awards requiring the Company to issue Class A voting shares, pursuant to the Omnibus LTIP if such issuance, when combined with the Class A voting shares issuable upon the exercise of awards granted under the Company’s former plan or any other equity awards plan of the Company, would exceed 1,796,088 Class A voting shares, unless such issuance of Class A voting shares or awards is approved by the shareholders of the Company. This limit shall not restrict however, the Company’s ability to issue awards under the Omnibus LTIP that are payable other than in shares. As of March 26, 2022, there were stock options to purchase 122,000 Class A voting shares outstanding under the Omnibus LTIP, all of which were granted during fiscal 2017, with a three year vesting period, with an average exercise price of $1.43 and an expiration date of 10 years after the grant date. No additional stock options were granted under this plan since then. As of March 26, 2022, 100% of the outstanding stock options were fully vested, accordingly unrecognized compensation relating to these options are nil. Total compensation cost for options recognized in expenses was nil, nil, and $21,000 during fiscal 2022, 2021, and 2020, respectively.

As at March 28, 2020, the Company had outstanding employee stock options issued under the Birks Employee Stock Option Plan (the “Birks ESOP”). Effective November 15, 2005, no awards are permitted to be granted under the Birks ESOP. However, the Birks ESOP will remain in effect until the outstanding awards issued under the plan terminate or expire by their terms. In March 2010, the Company offered employees who held options under this plan the right to amend their current options. The amended options terms would be consistent with the original grant except that the new options would have a lower exercise price, be exercisable for a lesser number of the Company’s Class A voting shares, have a new

ten-year

term and be subject to different terms in the event of a change in control or if the Company had a

going-private

transaction. The amended options have an exercise price of $1.05 per share. As of March 26,
2022, March 27, 2021, and March 28, 2020, there were nil, nil, and 2,818, Class A voting shares underlying options granted under the
Birks ESOP, respectively. No compensation expense was required to be recorded related to the amended option transaction and no compensation expense was required to be recorded for the outstanding option under this plan for the years ended March 26,
2022, March 27, 2021, and March 28, 2020.

The following is a summary of the activity of Birks’ stock option plans and arrangements.


	Options			Weighted average exercise price
Outstanding March 30, 2019		741,060		$	1.13
Equity cash-out payment(a)		(10,000	)		1.00
Forfeited		(26,242	)		1.11

Outstanding March 28, 2020		704,818			1.14
Exercised		(226,853	)		0.78
Forfeited		(82,818	)		1.43

Outstanding March 27, 2021		395,147			1.13
Exercised		(138,147	)		0.94
Forfeited		—			—

Outstanding March 26, 2022		257,000		$	1.09

(a)	In connection with its restructuring initiative, the Company offered an equity cash-out payment of $20,000 (USD$16,000) to a former senior executive for 35,000 options under the Long-term incentive plan, 14,000 options under the Omnibus LTIP and 2,400 options under the Birks ESOP.

A summary of the status of Birks’ stock options at March 26, 2022 is presented below:


	Options outstanding						Options exercisable
Exercise price	Number outstanding		Weighted average remaining life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$0.78		135,000		3.5	$	0.78		135,000	$	0.78
$1.43		122,000		4.6		1.43		122,000		1.43
		257,000		4.0	$	1.09		257,000	$	1.09

(b)

As of March 27, 2021, the Company had outstanding warrants exercisable into 202,661 shares of the Company’s Class A voting shares (251,484 as of March 27, 2021, 382,693 as of March 28, 2020). These warrants have a weighted average exercise price of $3.49 per share and expire on August 20, 2022. These awards are fully vested and no additional compensation expense will be recognized. 48,823 warrants were exercised in fiscal 2022 for proceeds of USD $163,000 (approximately $210,000 in Canadian dollars).

(c)	Restricted stock units and deferred share unit plans:

On September 17, 2020 the Company issued 375,000 cash settled restricted stock units

(“RSUs”)

to members of senior management under the Omnibus LTIP. These units vest after three years and expire one month following the vesting date. Compensation expense is based on the fair value of the RSU and the liability is

re-measured

at each reporting period. During fiscal 2022, 125,000 of the September 17, 2020 issued units had vested (68,000 during fiscal 2021). On December 20, 2021, the Company converted 325,000 of the outstanding cash-settled RSUs to equity settled awards and as a result, the liability outstanding at that date of $0.9 million was reclassified to additional paid in capital. At March 26, 2022, there were 50,000 outstanding cash-settled RSUs (March 27, 2021 – 375,000) and 325,000 outstanding equity-settled RSUs (March 27, 2021 – nil).

The Company also issued cash settled deferred share units

(“DSUs”)

to members of the board of directors on September 16, 2021 (61,470 units), September 17, 2020 (223,878 units), October 7, 2019 (157,890 units) and June 20, 2019 (86,954 units),. During fiscal 2022 and fiscal 2021, no DSUs were exercised. During fiscal 2020, 36,715 DSUs were exercised following the retirement of a board member. On December 20, 2021, the Company converted 750,482 of the outstanding cash-settled DSUs to equity settled awards and as a result, the liability outstanding at that date of $4.6 million was reclassified to additional paid in capital. At March 26, 2022, nil cash-settled DSUs were outstanding (March 27, 2021–689,012) and 750,482 equity-settled DSUs were outstanding (March 27, 2021 – nil). These units are exercisable immediately upon the date the member ceases being a director and expire on December 31 of the following year.

A summary of the status of the Company’s cash-settled

RSUs

and cash settled

DSUs

at March 26, 2022 is presented below:

The fair value of cash settled DSUs is measured based on the Company’s share price at each period end. As at March 26, 2022, the liability for all cash settled DSU’s was nil (March 27, 2021

—

$3.1 million). The closing stock price used to determine the liability for fiscal 2021 was $3.62. Total compensation cost (gain) for DSUs recognized in expense was $1.5 million, $3.0 million and nil in fiscal 2022, 2021, and 2020.


	DSU
Outstanding March 30, 2019		257,005
Grants of new units		244,844
Settled in cash		(36,715	)
Outstanding March 28, 2020		465,134
Grants of new units		223,878
Outstanding March 27, 2021		689,012
Grants of new units		61,470
Converted to equity-settled awards		(750,482	)
Outstanding March 26, 2022		—

The fair value of cash settled RSUs is measured based on the Company’s share price at each period end. As at March 26, 2022, the liability for all vested cash settled RSUs was $0.2 million (March 27, 2021

—

$0.3 million). The closing stock price used to determine the liability was $5.12 for fiscal 2022 and $3.62 for fiscal 2021. Total compensation cost for cash-settled RSU’s recognized in expense was $0.8 million, $0.3 million, and nil in fiscal 2022, 2021, and 2020. Total compensation cost for equity-settled RSU’s recognized in expense was $0.2 million, nil, and nil in fiscal 2022, 2021, and 2020. The weighted average remaining contractual life of the unvested cash-settled RSU’s is 1.2 years.


	RSU
Outstanding March 30, 2019		102,000
Settled in cash		(102,000	)
Outstanding March 28, 2020		0
Grants of new units		375,000
Outstanding March 27, 2021		375,000
Converted to equity-settled awards		(325,000	)
Outstanding March 26, 2022		50,000

A summary of the status of the Company’s equity-settled deferred share units at March 26, 2022 is presented below:


	DSU
Outstanding March 27, 2021		—
Converted from cash-settled awards		750,482
Outstanding March 26, 2022		750,482

A summary of the status of the Company’s equity-settled restricted share units at March 26, 2022 is presented below:


	RSU
Outstanding March 27, 2021		—
Converted from cash-settled awards		325,000
Outstanding March 26, 2022		325,000

The equity settled RSUs and DSUs are recorded at fair value at grant or modification date and not subsequently

re-measured.