Form 8-K
8-K — Milestone Pharmaceuticals Inc.
Accession: 0001104659-26-074025
Filed: 2026-06-15
Period: 2026-06-10
CIK: 0001408443
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — tm2617859d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2617859d1_ex10-1.htm)
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8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 2026
MILESTONE
PHARMACEUTICALS INC.
(Exact name of registrant as specified in its
charter)
Québec
001-38899
Not
applicable
(state or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1111
Dr. Frederik-Philips Boulevard,
Suite
420
Montréal,
Québec CA
H4M
2X6
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area
code: (514)
336-0444
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common
Shares
MIST
The
Nasdaq Stock Market LLC
Indicate by check mark
whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
At the 2026 annual meeting
of shareholders held on June 10, 2026 (the “Annual Meeting”), the shareholders of Milestone Pharmaceuticals Inc.
(the “Company”) approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended (the “2019
EIP”), to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000 shares.
A more detailed summary of
the material features of the 2019 EIP, as amended, including the terms of equity grants thereunder, is set forth in the Company’s
definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the
“2026 Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the
text of the 2019 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the
Company’s shareholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. The following
is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld
or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1.
Election of Directors
The Company’s shareholders
elected the nominees below to the Company’s board of directors (the “Board”), each to hold office until the Company’s
2027 annual meeting of shareholders (the “2027 Annual Meeting”), or until their successors are duly elected or appointed
or until such directors’ earlier resignation or removal. The votes regarding the election of directors were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Joseph Oliveto
23,968,376
3,390,500
48,581,157
Stuart M. Duty
24,188,870
3,170,005
48,581,158
Seth H.Z. Fischer
24,199,513
3,159,363
48,581,157
Lisa M. Giles
24,212,031
3,146,845
48,581,157
Joseph C. Papa
23,437,235
3,921,639
48,581,159
Andrew R. Saik
24,111,218
3,247,657
48,581,158
Michael Tomsicek
24,205,006
3,153,870
48,581,157
Robert J. Wills
23,506,189
3,852,686
48,581,158
Proposal 2.
Appointment of the Auditor
Proposal 2 was a proposal
to ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the auditor for the Company until the
close of the 2027 Annual Meeting and the authorization of the Board to fix the auditor’s remuneration. The votes regarding the ratification
of the selection of the Company’s auditor were as follows:
Votes For
Votes
Against
Abstentions
75,025,285
249,836
664,912
Proposal 3.
2019 Equity Plan Amendment
Proposal 3 was a proposal
to approve the 2019 EIP, as amended, to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000
shares. The votes regarding the 2019 EIP were as follows:
Votes For
Votes
Against
Abstentions
Broker
Non-Votes
19,262,773
5,479,043
2,617,059
48,581,158
Proposal 4.
Advisory Vote on Executive Compensation
Proposal 4 was a proposal
for a non-binding advisory vote on the compensation of the Company’s named executive officers. The votes regarding the non-binding
advisory vote were as follows:
Votes For
Votes
Against
Abstentions
Broker
Non-Votes
19,665,705
6,990,920
702,247
48,581,161
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1
Milestone Pharmaceuticals Inc. 2019 Equity Incentive Plan, as Amended
104
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
MILESTONE PHARMACEUTICALS INC.
By:
/s/Amit Hasija
Amit Hasija
Chief Financial Officer
Dated: June 15, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2617859d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Milestone Pharmaceuticals Inc. 2019 Equity Incentive
Plan, As Amended
MILESTONE PHARMACEUTICALS INC.
2019 EQUITY INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS: APRIL 10,
2019
APPROVED BY THE SHAREHOLDERS: APRIL 29, 2019
IPO DATE: MAY 8, 2019
AMENDED BY THE BOARD OF DIRECTORS: APRIL 19,
2022
APPROVED BY THE SHAREHOLDERS: JULY 5, 2022
AMENDED BY THE BOARD OF DIRECTORS: APRIL 30,
2025
APPROVED BY THE SHAREHOLDERS: JUNE 10, 2025
AMENDED BY THE BOARD OF DIRECTORS: MARCH 17,
2026
APPROVED BY THE SHAREHOLDERS: JUNE 10, 2026
1. GENERAL.
(a) Successor
to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Milestone Pharmaceuticals Inc.
Third Amended and Restated Stock Option Plan (the “Prior Plan”). From and after 12:01 a.m. Eastern time
on the IPO Date, no additional share awards will be granted under the Prior Plan. All Awards granted on or after 12:01 a.m. Eastern
Time on the IPO Date will be granted under this Plan. All share awards granted under the Prior Plan will remain subject to the terms of
the Prior Plan.
(i) Any
shares that would otherwise remain available for future grants under the Prior Plan as of 12:01 a.m. Eastern Time on the IPO Date
(the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at such time. Instead,
that number of Common Shares equal to the Prior Plan’s Available Reserve will be added to the Share Reserve (as further described
in Section 3(a) below) and will be immediately available for grants and issuance pursuant to Share Awards hereunder, up to the
maximum number set forth in Section 3(a) below.
(ii) In
addition, from and after 12:01 a.m. Eastern time on the IPO Date, any shares subject, at such time, to outstanding share awards granted
under the Prior Plan that (i) expire or terminate for any reason prior to exercise or settlement or (ii) are forfeited because
of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company (such shares the “Returning
Shares”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when
such shares become Returning Shares, up to the maximum number set forth in Section 3(a) below. However, from and after 11:00
a.m. Eastern time on June 10, 2026, any shares subject to outstanding share awards granted under the Prior Plan that are reacquired,
withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise
price of a share award shall not be considered Returning Shares(.
(b) Eligible
Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.
(c) Available
Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Share Appreciation Rights (iv) Restricted Share Awards, (v) Restricted Share Unit Awards, (vi) Performance
Share Awards, (vii) Performance Cash Awards, and (viii) Other Share Awards.
(d) Purpose.
The Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which
the eligible recipients may benefit from increases in value of the Common Shares.
2. ADMINISTRATION.
(a) Administration
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided
in Section 2(c).
(b) Powers
of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To
determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise
receive cash or Common Shares under the Award; (E) the number of Common Shares subject to, or the cash value of, an Award; and (F) the
Fair Market Value applicable to a Share Award.
(ii) To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in
any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient
to make the Plan or Award fully effective.
(iii) To
settle all controversies regarding the Plan and Awards granted under it.
(iv) To
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or Common Shares may be
issued in settlement thereof).
(v) To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of
the Plan will not materially impair a Participant’s rights under the Participant’s then-outstanding Award without the Participant’s
written consent except as provided in subsection (viii) below.
(vi) To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to
Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or
Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt from
or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations,
if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section 9(a) relating
to Capitalization Adjustments, the Company will seek shareholder approval of any amendment of the Plan that (A) materially increases
the number of Common Shares available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive
Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces
the price at which Common Shares may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially
expands the types of Awards available for issuance under the Plan. Except as otherwise provided in the Plan or an Award Agreement, no
amendment of the Plan will materially impair a Participant’s rights under an outstanding Award without the Participant’s written
consent.
(vii) To
submit any amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the
requirements of (A) Section 422 of the Code regarding incentive stock options or (B) Rule 16b-3.
(viii) To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Award
will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such
Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been
impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially
impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms
of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an
Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results
in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422
of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code;
or (D) to comply with other applicable laws or listing requirements.
(ix) Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of the Plan or Awards.
(x) To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).
(c) Delegation
to Committee.
(i) General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is
delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed
by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the
administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee
or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions
of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee
and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.
(ii) Rule 16b-3
Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.
(d) Delegation
to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Share Awards)
and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of Common Shares to be subject
to such Share Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify
the total number of Common Shares that may be subject to the Share Awards granted by such Officer and that such Officer may not grant
a Share Award to himself or herself. Any such Share Awards will be granted on the form of Share Award Agreement most recently approved
for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may
not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the
Fair Market Value pursuant to Section 13(w)(iii) below.
(e) Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject
to review by any person and will be final, binding and conclusive on all persons.
(f) Prohibition
on Repricing, Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce
the exercise or strike price of any outstanding Options or SARs under the Plan, or (ii) cancel any outstanding Options or SARs that
have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Shares Awards under the
Plan, unless the shareholders of the Company have approved such an action within twelve (12) months prior to such an event.
3. SHARES
SUBJECT TO THE PLAN.
(a) Share
Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual
increase, the aggregate number of shares of Common Stock that may be issued pursuant to Share Awards will not exceed 23,592,722 shares
(the “Share Reserve”), which number is the sum of (i) 6,800,000 shares that were approved at the Company’s
2026 Annual Meeting of Stockholders, plus (ii) 4,000,000 shares that were approved at the Company’s 2025 Annual Meeting
of Stockholders, plus (iii) 1,000,000 shares that were approved at the Company’s 2022 Annual Meeting of Stockholders,
plus (iv) 1,923,501 shares that were approved in connection with the initial adoption of the Plan as of the Adoption Date,
plus (v) 1,662,048 shares subject to the Prior Plan’s Available Reserve that were approved in connection with the initial
adoption of the Plan as of the IPO Date plus (vi) 8,207,173 shares that were added pursuant to the annual automatic share
increase on January 1st of the years 2020 through 2025, plus (vii) the number
of shares that are Returning Shares, as such shares become available from time to time.
For clarity, the Share Reserve
in this Section 3(a) is a limitation on the number of Common Shares that may be issued pursuant to the Plan. Accordingly, this
Section 3(a) does not limit the granting of Share Awards except as provided in Section 7(a). Shares may be issued in connection
with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08,
AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance
under the Plan.
(b) Reversion
of Shares to the Share Reserve. If a Share Award or any portion thereof expires or otherwise terminates without all of the shares
covered by such Share Award having been issued such expiration, termination or settlement will not reduce (or otherwise offset) the number
of Common Shares that may be available for issuance under the Plan. If any Common Shares issued pursuant to a Share Award are forfeited
back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant,
then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan.
From and after 11:00 a.m. Eastern
time on June 10, 2026, the following Common Shares will not become available again for issuance under the Plan: (i) Common Shares
subject to Share Awards that are settled in cash (i.e., the Participant receives cash rather than shares), (ii) shares subject
to a Share Award (or portion thereof) that are surrendered to the Company in satisfaction of tax withholding obligations on a Share Award
or as consideration for the exercise or purchase price of a Share Award, (iii) shares repurchased by the Company on the open market
with the proceeds of the exercise, strike or purchase price of a Share Award granted under the Plan or an award granted under the Prior
Plan; and (iv) in the event that a Share Appreciation Right granted under the Plan or a stock appreciation right granted under the
Prior Plan is settled in Common Shares, the gross number of Common Shares subject to such award.
(c) Incentive
Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate
maximum number of Common Shares that may be issued pursuant to the exercise of Incentive Stock Options will be 49,531,292 Common Shares.
(d) Limitation
on Grants to Non-Employee Directors. The maximum number of shares of Common Stock subject to Share Awards granted under the Plan or
otherwise during a single calendar year to any Non-Employee Director, taken together with any cash fees paid by the Company to such Non-Employee
Director during such calendar year for service on the Board, will not exceed seven hundred fifty thousand dollars ($750,000) in total
value (calculating the value of any such Share Awards based on the grant date fair value of such Share Awards for financial reporting
purposes), or, with respect to the calendar year in which a Non-Employee Director is first appointed or elected to the Board, one million
one hundred thousand dollars ($1,100,000).
(e) Source
of Shares. The shares issuable under the Plan will be authorized but unissued Common Shares.
4. ELIGIBILITY.
(a) Eligibility
for Specific Share Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Share
Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Share Awards
may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the
Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the shares underlying such Share Awards is treated
as “service recipient stock” under Section 409A of the Code (for example, because the Share Awards are granted pursuant
to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined
that such Share Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal
counsel, has determined that such Share Awards comply with the distribution requirements of Section 409A of the Code.
(b) Ten
Percent Shareholders. A Ten Percent Shareholder will not be granted an Incentive Stock Option unless the exercise price of such Option
is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from
the date of grant.
5. PROVISIONS
RELATING TO OPTIONS AND SHARE APPRECIATION RIGHTS.
Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for Common Shares purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive
Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an
Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions
of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation
of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:
(a) Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, no Option or SAR will be exercisable after
the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.
(b) Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, the exercise or strike price of each
Option or SAR will be not less than 100% of the Fair Market Value of the Common Shares subject to the Option or SAR on the date the Award
is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair
Market Value of the Common Shares subject to the Award if such Award is granted pursuant to an assumption of or substitution for another
option or share appreciation right pursuant to a corporate transaction and in a manner consistent with the provisions of Section 409A
of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in Common Shares equivalents.
(c) Purchase
Price for Options. The purchase price of Common Shares acquired pursuant to the exercise of an Option may be paid, to the extent permitted
by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.
The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The
permitted methods of payment are as follows:
(i) by
cash, check, bank draft or money order payable to the Company;
(ii) pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the shares subject
to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;
(iii) if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of Common Shares issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Common Shares
will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares otherwise issuable upon
exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant
as a result of such exercise, and (C) shares otherwise issuable are withheld to satisfy tax withholding obligations; or
(iv) in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.
(d) Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance
with the provisions of the Share Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise
of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the SAR) of a number of Common Shares equal to the number of Common Share equivalents in which the Participant is vested under such
SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number
of Common Share equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may
be paid in Common Shares, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and
contained in the Award Agreement evidencing such SAR.
(e) Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as
the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options and SARs will apply:
(i) Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections
(ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may
permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided
herein, neither an Option nor a SAR may be transferred for consideration.
(ii) Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory
Stock Option as a result of such transfer.
(iii) Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to
the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death of the Participant,
will thereafter be entitled to exercise the Option or SAR and receive the Common Shares or other consideration resulting from such exercise.
In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate
will be entitled to exercise the Option or SAR and receive the Common Shares or other consideration resulting from such exercise. However,
the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation
would be inconsistent with the provisions of applicable laws.
(f) Vesting
Generally. The total number of Common Shares subject to an Option or SAR may vest and become exercisable in periodic installments
that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or
may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option
or SAR provisions governing the minimum number of Common Shares as to which an Option or SAR may be exercised.
(g) Termination
of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Award as of the date of termination of Continuous Service), but only within the period of time ending on the earlier of (i) the
date that is three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter
period specified in the applicable Award Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable
laws unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement.
If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame,
the Option or SAR as applicable will terminate.
(h) Extension
of Termination Date. Except as otherwise provided in the applicable Award Agreement or other written agreement between the Participant
and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than
for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of Common Shares would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier
of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise
period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be
in violation of such registration requirements or other applicable securities laws, and (ii) the expiration of the term of the Option
or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement,
if the sale of any Common Shares received on exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the
earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise
period after the termination of the Participant’s Continuous Service during which the sale of the Common Shares received upon exercise
of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term
of the Option or SAR as set forth in the applicable Award Agreement.
(i) Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the
Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may
exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination
of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such
termination of Continuous Service (or such longer or shorter period specified in the Award Agreement, which period will not be less than
six (6) months if necessary to comply with applicable laws) and (ii) the expiration of the term of the Option or SAR as set
forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR
within the applicable time frame, the Option or SAR (as applicable) will terminate.
(j) Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the
Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the
Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s
Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death,
but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer
or shorter period specified in the Award Agreement, which period will not be less than six (6) months if necessary to comply with
applicable laws) and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s
death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.
(k) Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option
or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited
from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.
(l) Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act
of 1938, as amended, the Option or SAR will not be first exercisable for any Common Shares until at least six (6) months following
the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker
Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in
which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the
Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested
portion of any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision
is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or
SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic
Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any
shares under any other Share Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will
apply to all Share Awards and are hereby incorporated by reference into such Share Award Agreements.
6. PROVISIONS
OF SHARE AWARDS OTHER THAN OPTIONS AND SARS.
(a) Restricted
Share Awards. Each Restricted Share Award Agreement will be in such form and will contain such terms and conditions as the Board deems
appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, Common Shares may be (i) held
in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Share Award lapse; or
(ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and
conditions of Restricted Share Award Agreements may change from time to time, and the terms and conditions of separate Restricted Share
Award Agreements need not be identical. Each Restricted Share Award Agreement will conform to (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
(i) Consideration.
A Restricted Share Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the
Board, in its sole discretion, and permissible under applicable law.
(ii) Vesting.
Common Shares awarded under the Restricted Share Award Agreement may be subject to forfeiture to the Company in accordance with a
vesting schedule to be determined by the Board.
(iii) Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through
a forfeiture condition or a repurchase right any or all of the Common Shares held by the Participant as of the date of termination of
Continuous Service under the terms of the Restricted Share Award Agreement.
(iv) Transferability.
Common Shares acquired under the Restricted Share Award Agreement will be transferable by the Participant only upon such terms and
conditions as are set forth in the Restricted Share Award Agreement, as the Board will determine in its sole discretion, so long as Common
Shares awarded under the Restricted Share Award Agreement remains subject to the terms of the Restricted Share Award Agreement.
(v) Dividends.
A Restricted Share Award Agreement may provide that any dividends paid on Common Shares will be subject to the same vesting and forfeiture
restrictions as apply to the shares subject to the Restricted Share Award to which they relate.
(b) Restricted
Share Unit Awards. Each Restricted Share Unit Award Agreement will be in such form and will contain such terms and conditions as the
Board deems appropriate. The terms and conditions of Restricted Share Unit Award Agreements may change from time to time, and the terms
and conditions of separate Restricted Share Unit Award Agreements need not be identical. Each Restricted Share Unit Award Agreement will
conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following
provisions:
(i) Consideration.
At the time of grant of a Restricted Share Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each Common Share subject to the Restricted Share Unit Award. The consideration to be paid (if any) by the Participant
for each Common Share subject to a Restricted Share Unit Award may be paid in any form of legal consideration that may be acceptable to
the Board, in its sole discretion, and permissible under applicable law.
(ii) Vesting.
At the time of the grant of a Restricted Share Unit Award, the Board may impose such restrictions on or conditions to the vesting
of the Restricted Share Unit Award as it, in its sole discretion, deems appropriate.
(iii) Payment.
A Restricted Share Unit Award may be settled by the delivery of Common Shares, their cash equivalent, any combination thereof or in any
other form of consideration, as determined by the Board and contained in the Restricted Share Unit Award Agreement.
(iv) Additional
Restrictions. At the time of the grant of a Restricted Share Unit Award, the Board, as it deems appropriate, may impose such restrictions
or conditions that delay the delivery of the Common Shares (or their cash equivalent) subject to a Restricted Share Unit Award to a time
after the vesting of such Restricted Share Unit Award.
(v) Dividend
Equivalents. Dividend equivalents may be credited in respect of Common Shares covered by a Restricted Share Unit Award, as determined
by the Board and contained in the Restricted Share Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents
may be converted into additional Common Shares covered by the Restricted Share Unit Award in such manner as determined by the Board. Any
additional shares covered by the Restricted Share Unit Award credited by reason of such dividend equivalents will be subject to all of
the same terms and conditions of the underlying Restricted Share Unit Award Agreement to which they relate.
(vi) Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Share Unit Award Agreement or
other written agreement between a Participant and the Company or an Affiliate, such portion of the Restricted Share Unit Award that has
not vested will be forfeited upon the Participant’s termination of Continuous Service.
(c) Performance
Awards.
(i) Performance
Share Awards. A Performance Share Award is a Share Award that is payable (including that may be granted, may vest or may be settled)
contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Share Award may, but need not,
require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained
will be conclusively determined by the Board or Committee, in its sole discretion. In addition, to the extent permitted by applicable
law and the applicable Award Agreement, the Board or the Committee may determine that cash may be used in payment of Performance Share
Awards.
(ii) Performance
Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during a Performance Period of
certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the
time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance
Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the
Board or Committee, in its sole discretion. The Board or Committee may specify the form of payment of Performance Cash Awards, which may
be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion
thereof as the Board may specify, to be paid in whole or in part in cash or other property.
(iii) Board
Discretion. The Board retains the discretion to adjust or eliminate the compensation or economic benefit due upon attainment of Performance
Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement
of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Share Award
Agreement or the written terms of a Performance Cash Award.
(d) Other
Share Awards. Other forms of Share Awards valued in whole or in part by reference to, or otherwise based on, Common Shares, including
the appreciation in value thereof (e.g., options or share rights with an exercise price or strike price less than 100% of the Fair Market
Value of the Common Shares at the time of grant) may be granted either alone or in addition to Share Awards provided for under Section 5
and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority
to determine the persons to whom and the time or times at which such Other Share Awards will be granted, the number of Common Shares (or
the cash equivalent thereof) to be granted pursuant to such Other Share Awards and all other terms and conditions of such Other Share
Awards.
7. COVENANTS
OF THE COMPANY.
(a) Availability
of Shares. The Company will keep available at all times the number of Common Shares reasonably required to satisfy then outstanding
Share Awards.
(b) Securities
Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan, as necessary,
such authority as may be required to grant Share Awards and to issue Common Shares upon exercise or settlement of the Share Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act or other securities or applicable
laws, the Plan, any Share Award or any Common Shares issued or issuable pursuant to any such Share Award. If, after reasonable efforts
and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for
the Company deems necessary or advisable for the lawful issuance of Common Shares under the Plan, the Company will be relieved from any
liability for failure to issue Common Shares upon exercise or settlement of such Share Awards unless and until such authority is obtained.
A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Shares pursuant to the Award
if such grant or issuance would be in violation of any applicable securities law.
(c) No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to
the tax treatment or time or manner of exercising such Share Award. Furthermore, the Company will have no duty or obligation to warn or
otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.
8. MISCELLANEOUS.
(a) Use
of Proceeds from Issuance of Common Shares. Proceeds from the issuance of Common Shares pursuant to Share Awards will constitute general
funds of the Company.
(b) Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed
completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate,
or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate
records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise
price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result
of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant
will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.
(c) Shareholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Common Shares
subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of Common
Shares under, the Award pursuant to its terms, and (ii) the issuance of the Common Shares subject to such Award has been entered
into the books and records of the Company.
(d) No
Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection
with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) subject
to applicable employment standards legislation, the employment of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the
service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the
state or foreign jurisdiction in which the Company or the Affiliate is domiciled or incorporated, as the case may be.
(e) Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes a leave of absence) after the date of grant
of any Award to the Participant, subject to applicable employment standards legislation, the Board has the right in its sole discretion
to (x) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled
to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction,
extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right
with respect to any portion of the Award that is so reduced or extended.
(f) Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Shares with
respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans
of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the
rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which
they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any
contrary provision of the applicable Option Agreement(s).
(g) Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Shares under any Award, (i) to
give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring
Common Shares subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise
distributing the Common Shares. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative
if (A) the issuance of the shares upon the exercise or acquisition of Common Shares under the Share Award has been registered under
a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination
is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.
The Company may, upon advice of counsel to the Company, place legends on share certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer
of the Common Shares.
(h) Withholding
Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, foreign,
state, provincial or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means:
(i) causing the Participant to tender a cash payment; (ii) withholding Common Shares from the Common Shares issued or otherwise
issuable to the Participant in connection with the Share Award; provided, however, that no Common Shares are withheld with a value
exceeding the maximum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification
of the Share Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding
payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.
(i) Electronic
Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically,
filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic
medium controlled by the Company to which the Participant has access).
(j) Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Shares or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs
and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A
of the Code or the Tax Act, as applicable. Consistent with Section 409A of the Code or the Tax Act, as applicable, the Board may
provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized
to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum
payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent
with the provisions of the Plan and in accordance with applicable law.
(k) Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition,
the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or
appropriate, including but not limited to a reacquisition right in respect of previously acquired Common Shares or other cash or property
upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback policy will be an event giving rise
to a right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination”
or any similar term under any plan of or agreement with the Company.
(l) Compliance
with Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, to the extent applicable, the Plan
and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder
exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. To the
extent Section 409A of the Code is applicable, if the Board determines that any Award granted hereunder is not exempt from and is
therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions
necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent
on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything
to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Common Shares are publicly traded,
and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified
employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation
from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued
or paid before the date that is six months following the date of such Participant’s “separation from service” or, if
earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A
of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid
thereafter on the original schedule.
9. ADJUSTMENTS
UPON CHANGES IN COMMON SHARES; OTHER CORPORATE EVENTS.
(a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es)
and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities
that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum
number of securities that may be awarded to any Non-Employee Director pursuant to Section 3(d), and (iv) the class(es) and number
of securities and price per share subject to outstanding Share Awards. The Board will make such adjustments, and its determination will
be final, binding and conclusive.
(b) Dissolution.
Except as otherwise provided in the Share Award Agreement, in the event of a Dissolution of the Company, all outstanding Share Awards
(other than Share Awards consisting of vested and outstanding Common Shares not subject to a forfeiture condition or the Company’s
right of repurchase) will terminate immediately prior to the completion of such Dissolution, and the Common Shares subject to the Company’s
repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the
holder of such Share Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause
some or all Share Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such
Share Awards have not previously expired or terminated) before the Dissolution is completed but contingent on its completion.
(c) Transaction.
The following provisions will apply to Share Awards in the event of a Transaction unless otherwise provided in the Share Award Agreement
or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the
Board at the time of grant of a Share Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the
Board may take one or more of the following actions with respect to Share Awards, contingent upon the closing or completion of the Transaction:
(i) arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Share Award or to substitute a similar share award for the Share Award (including, but not limited to, an award to acquire
the same consideration paid to the shareholders of the Company pursuant to the Transaction);
(ii) arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Shares issued pursuant to the Share
Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);
(iii) accelerate
the vesting, in whole or in part, of the Share Award (and, if applicable, the time at which the Share Award may be exercised) to a date
prior to the effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date
that is five days prior to the effective date of the Transaction), with such Share Award terminating if not exercised (if applicable)
at or prior to the effective time of the Transaction; provided, however, that the Board may require Participants to complete and
deliver to the Company a notice of exercise before the effective date of a Transaction, which exercise is contingent upon the effectiveness
of such Transaction;
(iv) arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Share Award;
(v) cancel
or arrange for the cancellation of the Share Award, to the extent not vested or not exercised prior to the effective time of the Transaction,
in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and
(vi) make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Share Award immediately prior to the effective time of the Transaction, over (B) any
exercise price payable by such holder in connection with such exercise. For clarity, this payment may be $0 if the value of the property
is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Company’s Common Shares in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks
or any other contingencies.
The Board need not take the
same action or actions with respect to all Share Awards or portions thereof or with respect to all Participants. The Board may take different
actions with respect to the vested and unvested portions of a Share Award.
(d) Change
in Control. A Share Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Share Award Agreement for such Share Award or as may be provided in any other written agreement between the
Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.
10. PLAN
TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.
The Board may suspend or terminate
the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of (i) the date the Plan
is adopted by the Board (the “Adoption Date”), or (ii) the date the Plan is approved by the shareholders
of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
11. EXISTENCE
OF THE PLAN; TIMING OF FIRST GRANT OR EXERCISE.
The Plan will come into existence
on the Adoption Date; provided, however, that no Share Award may be granted prior to the IPO Date. In addition, no Share Award
will be exercised (or, in the case of a Restricted Share Award, Restricted Share Unit Award, Performance Share Award, or Other Share Award,
no Share Award will be granted) and no Performance Cash Award will be settled unless and until the Plan has been approved by the shareholders
of the Company, which approval will be within 12 months after the date the Plan is adopted by the Board.
12. CHOICE
OF LAW.
The laws of the province of
Quebec and the laws of Canada applicable therein will govern all questions concerning the construction, validity and interpretation of
this Plan.
13. DEFINITIONS.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a) “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which “parent” or
“subsidiary” status is determined within the foregoing definition.
(b) “Award”
means a Share Award or a Performance Cash Award.
(c) “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.
(d) “Board”
means the Board of Directors of the Company.
(e) [Reserved]
(f) “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Shares subject to the
Plan or subject to any Share Award after the Adoption Date without the receipt of consideration by the Company through merger, amalgamation,
arrangement, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, large
nonrecurring cash dividend, share split, reverse share split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible
securities of the Company will not be treated as a Capitalization Adjustment.
(g) “Cause”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining
such term and, in the absence of such agreement, such term means, with respect to a Participant, in addition to such meaning as shall
have been or shall hereafter be ascribed to such term or similar terms from time to time by the jurisprudence or law: (i) a failure
or refusal by the Participant to perform his or her customary duties or services for the Company or any Affiliate without lawful justification
after being provided with 10 business days’ notice from the Company and an opportunity to cure such failure to perform, in a manner
satisfactory to the Company or any Affiliate; (ii) the Participant’s conviction for a criminal act or other indictable offence
pursuant to the provisions of the Criminal Code or of any other criminal or penal statute of any jurisdiction which the Company
or any Affiliate reasonably determines may have an adverse effect upon the reputation or good will of the Company or any Affiliate or
on the performance of the Participant’s duties, or the commission by the Participant of any indictable or criminal offence or act
which denotes moral turpitude, whether relating or not to the course of employment; (iii) a breach by the Participant of, or his
or her failure or refusal to perform, in any material respect, any of his or her obligations under any employment agreement, employee
invention and confidentiality agreement or such other material written agreement between participant and the company or any related entity;
(iv) wanting in adequate capacity or qualification to fulfil the Participant’s employment functions; (v) any breach of
any non-compete or non-solicitation covenant of the participant; or (vi) any dishonest or fraudulent act relating directly or indirectly
to the course of employment. The determination that a termination of the Participant’s Continuous Service is either for Cause or
without Cause shall be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a
Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have no effect
upon any determination of the rights or obligations of the Company or such Participant for any other purpose.
(h) “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:
(i) any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, amalgamation, arrangement, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on
account of the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director
(either, an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest (whether
in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the “IPO
Entities”) or on account of the IPO Entities continuing to hold shares that come to represent more than 50% of the combined
voting power of the Company’s then outstanding securities as a result of the conversion of any class of the Company’s securities
into another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions
set forth in the Company’s Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership
held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,
provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities
by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming
the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the
Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;
(ii) there
is consummated a merger, amalgamation, arrangement, consolidation or similar transaction involving (directly or indirectly) the Company
and, immediately after the consummation of such merger, amalgamation, arrangement, consolidation or similar transaction, the shareholders
of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing
more than 50% of the combined outstanding voting power of the surviving Entity in such merger, amalgamation, arrangement, consolidation
or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such
merger, amalgamation, arrangement, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership
of the outstanding voting securities of the Company immediately prior to such transaction; provided, however, that a merger, amalgamation,
arrangement, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition if the outstanding
voting securities representing more than 50% of the combined voting power of the surviving Entity or its parent are owned by the IPO Entities;
(iii) there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned
by shareholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company
immediately prior to such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive license or
other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute a Change
in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power
of the acquiring Entity or its parent are owned by the IPO Entities;
(iv) the
shareholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or
(v) individuals
who, on the IPO Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election)
of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such
new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.
Notwithstanding the foregoing
definition or any other provision of the Plan, (A) the term Change in Control will not include a sale of assets, merger amalgamation,
arrangement, or other transaction effected exclusively for the purpose of changing the domicile of the Company and the definition of Change
in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede
the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply.
(i) “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.
(j) “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).
(k) “Common
Share” means, as of the IPO Date, a common share in the share capital of the Company.
(l) “Company”
means Milestone Pharmaceuticals Inc and any successor corporation thereto.
(m) “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for
such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered
a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan
only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s
securities to such person.
(n) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate
as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an
Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have
terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive
officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted
in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or
any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing,
a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in
the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,
or as otherwise required by law.
(o) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:
(i) a
sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;
(ii) a
sale or other disposition of more than 50% of the outstanding securities of the Company;
(iii) a
merger, amalgamation, arrangement, consolidation or similar transaction following which the Company is not the surviving corporation;
or
(iv) a
merger, amalgamation, arrangement, consolidation or similar transaction following which the Company is the surviving corporation but the
Common Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue
of the merger, amalgamation, arrangement, consolidation or similar transaction into other property, whether in the form of securities,
cash or otherwise.
(p) “Director”
means a member of the Board.
(q) “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code,
and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
(r) “Dissolution”
means when the Company, after having executed a certificate of dissolution with the Registraire des entreprises du Quebec, has completely
wound up its affairs.
(s) “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.
(t) “Entity”
means a corporation, partnership, limited liability company or other entity.
(u) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(v) “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of
the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities
pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their Ownership of shares of the Company; or (v) any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the IPO Date, is
the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s
then outstanding securities.
(w) “Fair
Market Value” means, as of any date, the value of the Common Shares determined as follows:
(i) If
the Common Shares are listed on any established stock exchange or traded on any established market, the Fair Market Value of a Common
Share will be, unless otherwise determined by the Board, the closing sales price for such share as quoted on such exchange or market (or
the exchange or market with the greatest volume of trading in the Common Shares) on the date of determination, as reported in a source
the Board deems reliable.
(ii) Unless
otherwise provided by the Board, if there is no closing sales price for the Common Shares on the date of determination, then the Fair
Market Value will be the closing selling price on the last preceding date for which such quotation exists.
(iii) In
the absence of such markets for the Common Shares, the Fair Market Value will be determined by the Board in good faith and in a manner
that complies with Sections 409A and 422 of the Code.
(x) “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an
“incentive stock option” within the meaning of Section 422 of the Code.
(y) “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial
public offering of the Common Shares, pursuant to which the Common Shares are priced for the initial public offering.
(z) “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3.
(aa) “Nonstatutory
Stock Option” means any Option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.
(bb) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.
(cc) “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase Common Shares granted pursuant to the Plan.
(dd) “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option
grant. Each Option Agreement will be subject to the terms and conditions of the Plan.
(ee) “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
(ff)
“Other Share Award” means an award based in whole or in part by reference to the Common Shares which
is granted pursuant to the terms and conditions of Section 6(d).
(gg) “Other
Share Award Agreement” means a written agreement between the Company and a holder of an Other Share Award evidencing the
terms and conditions of an Other Share Award grant. Each Other Share Award Agreement will be subject to the terms and conditions of the
Plan.
(hh) “Own,”
“Owned,” “Owner,” “Ownership” means a person or Entity will
be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
(ii) “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.
(jj) “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).
(kk) “Performance
Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for
a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination
of, the following as determined by the Board: (i) sales; (ii) revenues; (iii) assets; (iv) expenses; (v) market
penetration or expansion; (vi) earnings from operations; (vii) earnings before or after deduction for all or any portion of
interest, taxes, depreciation, amortization, incentives, service fees or extraordinary or special items, whether or not on a continuing
operations or an aggregate or per share basis; (viii) net income or net income per common share (basic or diluted); (ix) return
on equity, investment, capital or assets; (x) one or more operating ratios; (xi) borrowing levels, leverage ratios or credit
rating; (xii) market share; (xiii) capital expenditures; (xiv) cash flow, free cash flow, cash flow return on investment,
or net cash provided by operations; (xv) share price, dividends or total shareholder return; (xvi) development of new technologies
or products; (xvii) sales of particular products or services; (xviii) economic value created or added; (xix) operating
margin or profit margin; (xx) customer acquisition or retention; (xxi) raising or refinancing of capital; (xxii) successful
hiring of key individuals; (xxiii) resolution of significant litigation; (xxiv) acquisitions and divestitures (in whole or in
part); (xxv) joint ventures and strategic alliances; (xxvi) spin-offs, split-ups and the like; (xxvii) reorganizations;
(xxviii) recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings; (xxix) or strategic business
criteria, consisting of one or more objectives based on the following goals: achievement of timely development, design management or enrollment,
meeting specified market penetration or value added, payor acceptance, patient adherence, peer reviewed publications, issuance of new
patents, establishment of or securing of licenses to intellectual property, product development or introduction (including, without limitation,
any clinical trial accomplishments, regulatory or other filings, approvals or milestones, discovery of novel products, maintenance of
multiple products in pipeline, product launch or other product development milestones), geographic business expansion, cost targets, cost
reductions or savings, customer satisfaction, operating efficiency, acquisition or retention, employee satisfaction, information technology,
corporate development (including, without limitation, licenses, innovation, research or establishment of third party collaborations),
manufacturing or process development, legal compliance or risk reduction, patent application or issuance goals, or goals relating to acquisitions,
divestitures or other business combinations (in whole or in part), joint ventures or strategic alliances; and (xxx) other measures
of performance selected by the Board.
(ll) “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based
upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions,
Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. The Board is authorized at any time in its sole discretion, to adjust or modify the calculation
of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants, (a) in
the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (b) in recognition
of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company
in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; or (c) in
view of the Board’s assessment of the business strategy of the Company, performance of comparable organizations, economic and business
conditions, and any other circumstances deemed relevant. Specifically, the Board is authorized to make adjustment in the method of calculating
attainment of Performance Goals and objectives for a Performance Period as follows: (i) to exclude the dilutive effects of acquisitions
or joint ventures; (ii) to assume that any business divested by the Company achieved performance objectives at targeted levels during
the balance of a Performance Period following such divestiture; and (iii) to exclude the effect of any change in the outstanding
Common Shares of the Company by reason of any share dividend or split, share repurchase, reorganization, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than
regular cash dividends. In addition, the Board is authorized to make adjustment in the method of calculating attainment of Performance
Goals and objectives for a Performance Period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to
exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude
the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude
the effects of any items that are “unusual” in nature or occur “infrequently” as determined under generally accepted
accounting principles; (v) to exclude the effects to any statutory adjustments to corporate tax rates; and (vi) to make other
appropriate adjustments determined by the Board.
(mm) “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant’s right to and the payment of a Share Award or a Performance Cash Award. Performance
Periods may be of varying and overlapping duration, at the sole discretion of the Board.
(nn) “Performance
Share Award” means a Share Award granted under the terms and conditions of Section 6(c)(i).
(oo) “Plan”
means this Milestone Pharmaceuticals Inc. 2019 Equity Incentive Plan, as amended.
(pp) “Restricted
Share Award” means an award of Common Shares which is granted pursuant to the terms and conditions of Section 6(a).
(qq) “Restricted
Share Award Agreement” means a written agreement between the Company and a holder of a Restricted Share Award evidencing
the terms and conditions of a Restricted Share Award grant. Each Restricted Share Award Agreement will be subject to the terms and conditions
of the Plan.
(rr) “Restricted
Share Unit Award” means a right to receive Common Shares which is granted pursuant to the terms and conditions of Section 6(b).
(ss) “Restricted
Share Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Share Unit Award
evidencing the terms and conditions of a Restricted Share Unit Award grant. Each Restricted Share Unit Award Agreement will be subject
to the terms and conditions of the Plan.
(tt) “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(uu) “Securities
Act” means the Securities Act of 1933, as amended.
(vv) “Share
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Shares that is
granted pursuant to the terms and conditions of Section 5.
(ww) “Share
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Share Appreciation Right evidencing
the terms and conditions of a Share Appreciation Right grant. Each Share Appreciation Right Agreement will be subject to the terms and
conditions of the Plan.
(xx) “Share
Award” means any right to receive Common Shares granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Share Award, a Restricted Share Unit Award, a Share Appreciation Right, a Performance Share Award or any Other
Share Award.
(yy) “Share
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
a Share Award grant. Each Share Award Agreement will be subject to the terms and conditions of the Plan.
(zz) “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class
or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly
or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has
a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.
(aaa) “Tax
Act” means the Income Tax Act (Canada), as amended, including any applicable regulations and guidance thereunder.
(bbb) “Ten
Percent Shareholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) shares
possessing more than 10% of the total combined voting power of all classes of shares of the Company or any Affiliate.
(ccc) “Transaction”
means a Corporate Transaction or a Change in Control.
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Jun. 10, 2026
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Entity File Number
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Entity Registrant Name
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PHARMACEUTICALS INC.
Entity Central Index Key
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, City or Town
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Local Phone Number
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+ References
No definition available.
+ Details
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dei_EntityAddressCityOrTown
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- Definition
ISO 3166-1 alpha-2 country code.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCountry
Namespace Prefix:
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Data Type:
dei:countryCodeItemType
Balance Type:
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- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
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- Definition
Name of the state or province.
+ References
No definition available.
+ Details
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dei_EntityAddressStateOrProvince
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Name:
dei_EntityEmergingGrowthCompany
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
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Data Type:
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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dei_EntityTaxIdentificationNumber
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- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Data Type:
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
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dei_SecurityExchangeName
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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Data Type:
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Balance Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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