GameSquare Implements Restricted Share Unit Compensation Plan - Seite 2

Administration: Under the RSU Plan, the Board may, at any time, appoint a committee to, among other things, interpret, administer and implement the RSU Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with the RSU Plan.

Eligible Persons: Under the RSU Plan, RSUs may be granted to directors, officers, employees and consultants of the Company, other than persons involved in Investor Relations Activities relating to the Company (as that term is defined in the policies of the Canadian Securities Exchange (the “Exchange”)) (collectively the "Eligible Persons"). A Participant or Grantee is an Eligible Person to whom a RSU has been granted under the RSU Plan.

Number of Securities Issued or Issuable: Subject to the adjustment provisions provided for in the RSU Plan and applicable rules and regulations of all regulatory authorities to which the Company is subject (including any stock exchange), the total number of common shares of the Company (the “Common Shares”) that may be reserved for issue in connection with the RSUs granted pursuant to the RSU Plan shall not exceed 11,497,315 Common Shares, being 10% of the total issued and outstanding Common Shares on the date the RSU Plan was adopted by the Board. Notwithstanding the foregoing, the Common Shares reserved for issue under the RSU Plan, together with any Common Shares reserved for issue pursuant to the Stock Option Plan, may not exceed 10% of the total issued and outstanding Common Shares (on a non-diluted basis) on the date of a grant of RSUs to a Participant.

If any RSU is cancelled in accordance with the terms of the RSU Plan or the agreements evidencing the grant, the Common Shares reserved for issue pursuant to such RSU shall, upon cancellation of such RSUs, revert to the RSU Plan and will be available for other RSUs.

Maximum Grant to Any One Participant:

The issue of RSUs to Eligible Persons is subject to, among others, the following restrictions:

1. the number of Common Shares which may be reserved for issue pursuant to the RSU Plan together with the Common Shares which may be reserved for issue pursuant to any other share compensation arrangements of the Company, including the Stock Option Plan, to any one Eligible Person within a 12 month period may not exceed in the aggregate 5% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the RSU unless the Company has received disinterested shareholder approval;
2. the number of Common Shares which may be reserved for issue pursuant to the RSU Plan together with the Common Shares which may be reserved for issue pursuant to any other share compensation arrangements of the Company, including the Stock Option Plan, to all insiders of the Company may not exceed 10% of the number of Common Shares issued and outstanding on a non-diluted basis at any point in time unless the Company has received disinterested shareholder approval;
3. the number of Common Shares which may be reserved for issue pursuant to the RSU Plan together with the Common Shares which may be reserved for issue pursuant to any other share compensation arrangements of the Company, including the Stock Option Plan, to all insiders of the Company within a 12 month period may not exceed in the aggregate 10% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the RSU unless the Company has received disinterested shareholder approval; and
4. the number of Common Shares which may be reserved for issue pursuant to the RSU Plan together with the Common Shares which may be reserved for issue pursuant to any other share compensation arrangements of the Company, including the Stock Option Plan, to any one Consultant in any 12-month period may not exceed 2% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the RSU.

Restricted Share Units: Restricted Share Units granted pursuant to the RSU Plan will be used to compensate Participants for their individual performance-based achievements and are intended to supplement stock option awards in this specific respect. RSUs granted pursuant to the RSU Plan will be used as a means of reducing the cash payable by the Company in respect of a Participant's compensable amounts. The goal of such grants is to more closely tie RSUs to individual performance based on established financial, personal or other performance criteria as determined by the Board or Granting Authority, as applicable, and to more closely align the interests of the Participant with those of the Company and its shareholders.