EMPLOYEE TRUST UNIT OPTION
PLAN
EMPLOYEE TRUST UNIT OPTION
PLAN
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1.
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The Plan
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A
trust unit option plan pursuant to which Options to purchase Trust
Units may be granted to the officers and key employees of the
Precision Group is hereby established on the terms set forth
below.
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2.
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Purpose
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The
purpose of this Plan is to advance the interests of the Precision
Group by encouraging the officers and key employees of the
Precision Group to acquire Trust Units, thereby (i) increasing the
proprietary interests of such persons in the Trust,
(ii) aligning the interests of such persons with the interests
of the unitholders of the Trust generally, (iii) encouraging
such persons to remain associated with the Precision Group and (iv)
furnishing such persons with an additional incentive in their
efforts on behalf of the Precision Group.
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3.
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Defined Terms
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3.1
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Where used herein, the following
terms shall have the following meanings, respectively:
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“ Black-Out Period
” means the period of time when, pursuant to any policies of
the Trust, any securities of the Trust may not be traded by certain
Persons as designated by the Trust, including any holder of an
Option;
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“ Board ” means
the board of directors of the Corporation;
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“ Canadian Option
” means an Option pursuant to which the Option Price is
stated and payable in Canadian dollars;
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“ Canadian SIFT Rules
” means the rules provided for by the ITA concerning
“Specified Investment Flow-Through” or
“SIFT” entities;
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“ Cause ” means,
unless otherwise defined in the applicable agreement evidencing the
grant of an Option hereunder, any act or omission that would
entitle the Employer to terminate the Participant’s
employment without notice or compensation under the common law for
just cause, including, without in any way limiting its meaning
under the common law:
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(i)
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any
improper conduct by the Participant which is materially detrimental
to the Employer; or
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(ii)
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the
willful failure of the Participant to properly carry out his or her
duties on behalf of the Employer or to act in accordance with the
reasonable direction of the Employer;
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“ Change of Control
” means the occurrence of any of:
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(i)
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any
transaction at any time and by whatever means pursuant to which any
Person or any group of two or more Persons acting jointly or in
concert (other than the Trust or the Corporation or any
wholly-owned subsidiary of the Trust or the Corporation) hereafter
acquires the direct or indirect “beneficial ownership”
(as defined in the Business Corporations Act (Alberta)) of,
or acquires the right to exercise control or direction over,
securities of the Trust or the Corporation representing 50% or more
of the then issued and outstanding voting securities of the Trust
or the Corporation, as the case may be, in any manner whatsoever,
including, without limitation, as a result of a takeover bid, an
issuance or exchange of securities, an amalgamation of the Trust or
the Corporation with any other entity, an arrangement, a capital
reorganization or any other business combination or
reorganization;
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(ii)
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the
sale, assignment or other transfer of all or substantially all of
the assets of the Trust or the Corporation to a Person or any group
of two or more Persons acting jointly or in concert (other than a
wholly-owned subsidiary of the Trust or the Corporation or in
connection with an income or royalty trust
reorganization);
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(iii)
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the
dissolution or liquidation of the Corporation or the Trust, as the
case may be, except in connection with the distribution of assets
of the Trust or the Corporation to one or more Persons which were
wholly-owned subsidiaries of the Trust or the Corporation prior to
such event or in connection with an income trust or royalty trust
reorganization;
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(iv)
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the
occurrence of a transaction requiring approval of the Trust’s
unitholders whereby the Trust or the Corporation is acquired
through consolidation, merger, exchange of securities, purchase of
assets, amalgamation, statutory arrangement or otherwise by any
Person or any group of two or more Persons acting jointly or in
concert (other than an exchange of securities with a wholly-owned
subsidiary of the Trust or the Corporation or an income or royalty
trust reorganization); or
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(v)
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the
Board passes a resolution to the effect that an event comparable to
an event set forth in this definition has occurred;
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provided that an event described in
this definition shall not constitute a Change of Control where such
event occurs as a result of a Permitted Reorganization;
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“ Code ” means
the U.S. Internal Revenue Code of 1986, as amended;
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“ Constructive
Dismissal ” has the meaning ascribed thereto pursuant to
the common law, unless otherwise defined in the applicable
agreement evidencing the grant of an Option hereunder, and shall
include, without in any way limiting its meaning under the common
law, any material change (other than a change which is clearly
consistent with a promotion) imposed by the Employer without the
Participant’s consent to the Participant’s title,
responsibilities or reporting relationships, or a reduction of the
Participant’s
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compensation
except where such reduction is applicable to all officers, if the
Participant is an officer, or all employees, if the Participant is
an employee, of the Employer;
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“ Continuing Entity
” has the meaning set out in Section 10.1;
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“ Continuing Entity
Options ” has the meaning set out in
Section 10.1;
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“ Control Period
” means the period commencing on the date of the Change of
Control and ending 180 days after the date of the Change of
Control;
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“ Corporation ”
means Precision Drilling Corporation and includes any successor
corporation thereto;
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“ Date of Grant ”
of an Option means the date an Option is granted to a Participant
under the Plan;
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“ Disability ”
means where the Participant:
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(i)
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is
to a substantial degree unable, due to illness, disease,
affliction, mental or physical disability or similar cause, to
fulfill his obligations as an officer or employee of the Employer
either for any consecutive 12 month period or for any period
of 18 months (whether or not consecutive) in any consecutive
24 month period; or
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(ii)
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is
declared by a court of competent jurisdiction to be mentally
incompetent or incapable of managing his affairs;
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"
Employer ” means with respect to a Participant, the
entity in the Precision Group that employs the Participant or that
employed the Participant immediately prior to his or her
Termination Date;
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“ Fair Market Value
” means, on any particular date, the fair market value of a
Trust Unit as determined by the Board in accordance with the
following:
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(i)
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in
respect of a Trust Unit issuable upon the exercise of a Canadian
Option, the Fair Market Value shall mean the weighted average
trading price of a Trust Unit on the TSX during the last five
trading days prior to that particular date on which at least a
board lot of Trust Units has so traded or, if a board lot has not
traded on a particular day, the average of the bid and asked
prices; provided, however, that if the Trust Units are not then
listed and posted for trading on the TSX, then the Fair Market
Value shall mean the weighted average trading price of a Trust Unit
on the NYSE during the last five trading days prior to that
particular date on which at least a board lot of Trust Units has so
traded or, if a board lot has not traded on a particular day, the
average of the bid and asked prices converted to Canadian dollars
using the Noon Buying Rate; and provided further, that if the Trust
Units are not then listed and posted for trading on the NYSE, then
the Fair Market Value shall mean the weighted average trading price
of a Trust Unit on such stock exchange in Canada or the United
States on which the Trust Units are
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then listed and posted for trading
during the last five trading days prior to that particular date
(and, if in United States dollars, converted to Canadian dollars
using the Noon Buying Rate) or, if the Trust Units are not then
listed and posted for trading on any stock exchange in Canada or
the United States, then the Fair Market Value shall mean the fair
market value per Trust Unit (in Canadian dollars) as determined by
the Board in its sole discretion and to the extent applicable, in
accordance with Section 409A of the Code;
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(ii)
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in
respect of a Trust Unit issuable upon the exercise of a U.S.
Option, the Fair Market Value shall mean the weighted average
trading price of a Trust Unit on the NYSE during the last five
trading days prior to that particular date on which at least a
board lot of Trust Units has so traded or, if a board lot has not
traded on a particular day, the average of the bid and asked
prices; provided, however, that if the Trust Units are not then
listed and posted for trading on the NYSE, then the Fair Market
Value shall mean the weighted average trading price of a Trust Unit
on the TSX during the last five trading days prior to that
particular date on which at least a board lot of Trust Units has so
traded or, if a board lot has not traded on a particular day, the
average of the bid and asked prices converted to United States
dollars using the Noon Buying Rate; and provided further, that if
the Trust Units are not then listed and posted for trading on the
TSX, then the Fair Market Value shall mean the weighted average
trading price of a Trust Unit on such stock exchange in Canada or
the United States on which the Trust Units are then listed and
posted for trading during the last five trading days prior to that
particular date (and, if in Canadian dollars, converted to United
States dollars using the Noon Buying Rate) or, if the Trust Units
are not then listed and posted for trading on any stock exchange in
Canada or the United States, then the Fair Market Value shall mean
the fair market value per Trust Unit (in United States dollars) as
determined by the Board in its sole discretion and to the extent
applicable, in accordance with Section 409A of the Code;
and
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(iii)
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the
Fair Market Value of a Trust Unit shall be rounded up to the
nearest whole cent;
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“ Insider ” means
an insider as defined in the TSX Company Manual, as amended from
time to time;
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“ ITA ” means the
Income Tax Act (Canada), R.S.C. 1985 (5
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Supp.), c. 1, including
the regulations promulgated thereunder, as amended from time to
time;
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“ Leave of Absence
” means any period during which, pursuant to the prior
written approval of the Participant’s Employer, the
Participant is considered to be on an approved leave of absence but
does not provide any services to his or her Employer;
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“ Noon Buying Rate
” means the noon buying rate for the applicable currency
published by the Bank of Canada on the relevant date;
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“ NYSE ” means
the New York Stock Exchange;
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“ Option ” means
an option to purchase Trust Units granted in accordance with the
Plan by the Trust to an officer or other key employee of the
Precision Group, subject to the provisions contained
herein;
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“ Option Price ”
means, in respect of any particular Option, the price per Trust
Unit at which Trust Units may be purchased under that Option, as
the same may be adjusted in accordance with Article 8
hereof;
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“ Participant ”
means an officer or other key employee of the Precision Group to
whom an Option has been granted and which Option, or portion
thereof, remains unexercised and has not been
surrendered;
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“ Permitted
Reorganization ” means a reorganization of the Precision
Group in circumstances where the unitholdings, shareholdings or
ultimate ownership remains substantially the same upon completion
of the reorganization, and includes a reorganization, in a
transaction or series of related transactions, of the Trust for the
purposes of avoiding the application of the Canadian SIFT Rules and
any related tax or trust, corporate or partnership reorganization
or restructuring including, without limitation, the contemporaneous
or, to the extent entered into in connection with such
reorganization or restructuring, subsequent termination or
winding-up of the Trust;
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“ Person ” means
any individual, sole proprietorship, partnership, firm, entity,
unincorporated association, unincorporated syndicate,
unincorporated organization, trust, body corporate, agency and,
where the context requires, any of the foregoing when they are
acting as trustee, executor, administrator or other legal
representative;
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“ Plan ” means
this Trust Unit Option Plan of the Trust, as set out herein, as the
same may be amended or varied from time to time;
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“ Precision Group
” means the Trust and any corporations which the Trust
controls, within the meaning of the ITA, and includes, for greater
certainty, the Corporation;
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“ Restricted Options
” has the meaning set out in Section 5.9;
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” Retirement ”
means the normal retirement of the Participant from employment with
the Employer or the early retirement of the Participant pursuant to
any applicable retirement plan of the Employer;
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“ Substitution Event
” means a Change of Control pursuant to which the Trust Units
are converted into, or exchanged for, other property, whether in
the form of securities of another entity, cash or
otherwise;
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“ Termination Date
” means the Participant’s last day of active employment
with the Employer, regardless of the reason for the termination of
employment;
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“ Trust ” means
Precision Drilling Trust, a mutual fund trust within the meaning of
the ITA, and includes any successor mutual fund trust thereto, and
any reference in this Plan to action by the Trust means action by
or under the authority delegated to the Corporation
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or
the Board or any Person or committee that has been designated for
the purpose by the Corporation;
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“ Trust Units ”
means the trust units of the Trust as presently constituted, each
of which represents an equal undivided beneficial interest in the
Trust and any distributions from the Trust, or any trust units into
which such trust units are changed, reclassified, subdivided,
consolidated or converted or which are substituted for such trust
units, or as such trust units may further be changed, reclassified,
subdivided, consolidated, converted or substituted;
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“ TSX ” means The
Toronto Stock Exchange;
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“ U.S. Option ”
means an Option pursuant to which the Option Price is stated and
payable in United States dollars; and
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“ U.S. Taxpayer ”
means a person who is a citizen or permanent resident of the United
States for the purposes of the Code or for whom Options granted
under the Plan would otherwise be subject to United States federal
income taxation under the Code.
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4.
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Administration of the
Plan
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4.1
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The
Plan shall be administered by the Corporation. The Trust shall
effect the grant of Options under the Plan, in accordance with
determinations made by the Board pursuant to the provisions of the
Plan, including as to:
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(a)
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the
officers and other key employees of the Precision Group to whom
Options will be granted;
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