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QUIPT HOME MEDICAL CORP.
2024 EQUITY INCENTIVE PLAN
PURPOSE AND TERM OF PLAN.
The Quipt Home Medical Corp. 2024 Equity Incentive Plan (the "Plan") is hereby established effective as of
March 27, 2024, the date of the approval of the Plan by the Company's shareholders (the "Effective Date").
The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive
to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute
to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in
the form of Options, Stock Appreciation Rights, Restricted Share Awards, Restricted Share Bonuses, Restricted Share Units, Performance
Shares, Performance Units, Cash-Based Awards and Other Share-Based Awards.
of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted,
if at all, within ten (10) years from the Effective Date.
Whenever used herein, the following terms shall have their respective meanings set forth below:
means (i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities,
controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly
or indirectly through one or more intermediary entities. For this purpose, the terms "parent," "subsidiary,"
"control" and "controlled by" shall have the meanings assigned to such terms for the purposes of registration
of securities on Form S-8 under the Securities Act .
Law" means the laws, rules, regulations and requirements of any country or jurisdiction where Awards are granted or are
received under the Plan and the requirements of any stock exchange or quotation system on which the Shares are listed or quoted.
means any Option, Stock Appreciation Right, Restricted Share Purchase Right, Restricted Share Bonus, Restricted Share Unit, Performance
Share, Performance Unit, Cash-Based Award or Other Share-Based Award granted under the Plan.
Agreement" means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions applicable to an Award.
Period" means a period of time when pursuant to any policies of the Company, any securities of the Company may not
be traded by certain persons designated by the Company.
means the Board of Directors of the Company.
Participant" means a participant in the Plan who is resident in for the purposes of the Tax Act, or is primarily employed
Award" means an Award denominated in cash and granted pursuant to Section 11.
Exercise" means a Cashless Exercise as defined in Section 6.3(b)(i).
means any of the following: (i) the Participant's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal
profit, or falsification of any Participating Company documents or records; (ii) the Participant's material failure to abide
by a Participating Company's code of conduct or other policies (including, without limitation, policies relating to confidentiality
and reasonable workplace conduct); (iii) the Participant's unauthorized use, misappropriation, destruction or diversion of
any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant's
improper use or disclosure of a Participating Company's confidential or proprietary information); (iv) any intentional act
by the Participant which has a material detrimental effect on a Participating Company's reputation or business; (v) the Participant's
repeated failure to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity
to cure, such failure; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation
or other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such
agreement; or (vii) the Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act involving
fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties
with a Participating Company.
in Control" means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other
written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company's then-outstanding securities
entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have occurred
if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the Effective Date
is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the Company, including,
without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any
acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any acquisition by an
entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the
voting securities of the Company;
Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which
the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect
beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote
generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(oo)(iii), the entity
to which the assets of the Company were transferred (the "Transferee"), as the case may be;
"person" acquires, directly or indirectly, securities of the Company to which is attached the right to elect the majority
of the Directors; or
Company undergoes a liquidation or dissolution ;
provided, however, that a Change in Control shall be deemed not to
include a transaction described in subsections (i) or (ii) of this Section 2.1(k) in which a majority of the members
of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised
of Incumbent Directors.
For purposes of the preceding sentence, indirect beneficial ownership
shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other
business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations
or other business entities.
Notwithstanding the foregoing, if a Change in Control constitutes a
payment event with respect to any Award held by a U.S. Participant (or portion of any Award) that provides for the deferral of compensation
that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the
transaction or event with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment
timing of such Award if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Committee shall determine whether multiple events described in
subsections (i), (ii) and (iii) of this Section 2.1(k) are related and to be treated in the aggregate as a single
Change in Control, and its determination shall be final, binding and conclusive, provided that any exercise of authority in conjunction
with a determination of whether a Change in Control is a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) shall
be consistent with such regulation.
means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated
means such committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance
as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer
the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion
exercise any or all of such powers.
Shares" means the common shares of the Company, as adjusted from time to time in accordance with Section 4.4.
means Quipt Home Medical Corp., a corporation duly amalgamated under the laws of the Province of British Columbia, and its Affiliates,
if any, and includes any successor or assignee entity or entities into which the Company may be merged, changed, or consolidated; any
entity for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of
the assets of the Company.
means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company,
provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude
the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on Form S-8 under
the Securities Act or an exemption from registration under Rule 701 of the Securities Act.
Payment Date" has the meaning set out in Section 15.4(c).
means a member of the Board.
means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between
the Participant and a Participating Company applicable to an Award, the permanent and total disability of the Participant, within the
meaning of Section 22(e)(3) of the Code.