Employee Savings and Profit Sharing Plan for Canadian Employees (2002)Full Document 

Start of Preview
                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
                            FOR CANADIAN EMPLOYEES OF
                                NOVA CORPORATION




















                                TABLE OF CONTENTS






                                                                                                           
SECTION I.          DEFINITIONS....................................................................................3


SECTION II.         GENERAL.......................................................................................11


SECTION III.        ELIGIBILITY AND REGISTRATION..................................................................12


SECTION IV.         CONTRIBUTIONS.................................................................................13

   1.   CORPORATION CONTRIBUTIONS.................................................................................13
   2.   VOLUNTARY SAVINGS CONTRIBUTIONS...........................................................................14
   3.   TRANSFER OF CASH INVESTMENT VEHICLE FROM NOVA EPSP........................................................14
   4.   TRANSFER OF NOVA CHEMICALS SHARES FROM NOVA EPSP..........................................................15

SECTION V.          MAINTENANCE OF MEMBER'S ACCOUNT AND


                    ANNUAL NOVA EQUITY ACCOUNTS...................................................................15


SECTION VI.         INVESTMENT PROVISIONS.........................................................................17


SECTION VII.        VESTING.......................................................................................19


SECTION VIII.       ASSIGNMENT....................................................................................20


SECTION IX.         WITHDRAWALS...................................................................................20


SECTION X.          THE COMMITTEE.................................................................................23

   1.   STRUCTURE.................................................................................................24
   2.   POWERS, AUTHORITIES AND DISCRETIONS.......................................................................24

SECTION XI.         MANAGEMENT OF THE TRUST FUND..................................................................25


SECTION X11.        AMENDMENTS TO THE PLAN........................................................................26


SECTION XIII.       LIABILITY.....................................................................................26


SECTION XIV.        MISCELLANEOUS.................................................................................27


SECTION XV.         INTERPRETATION................................................................................28

     TABLE OF DEFINED TERMS.......................................................................................29




                                     page 2




                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
                   FOR CANADIAN EMPLOYEES OF NOVA CORPORATION


WHEREAS PRIOR TO THE EFFECTIVE DATE, CERTAIN EMPLOYEES OF THE CORPORATION
PARTICIPATED IN THE EMPLOYEE SAVINGS AND PROFIT SHARING PLAN FOR CANADIAN
EMPLOYEES OF NOVA CORPORATION (THE "NOVA EPSP");

AND WHEREAS THE NOVA EPSP WAS TERMINATED AND THE NOVA COMMON SHARES HELD UNDER
THE NOVA EPSP WERE DEALT WITH AS SET OUT IN THE ARRANGEMENT AGREEMENT.
IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, EACH MEMBER'S NEW NOVA COMMON SHARES
SHALL BE TRANSFERRED FROM THE NOVA EPSP TO THE PLAN AND EACH MEMBER SHALL BE
ISSUED SHARE CERTIFICATES FOR TRANSCANADA NEW COMMON SHARES;

AND WHEREAS THE ASSETS HELD IN THE CASH INVESTMENT VEHICLE OF THE NOVA EPSP WILL
BE TRANSFERRED TO THE PLAN FOLLOWING THE EFFECTIVE DATE AND ALLOCATED TO THE
APPLICABLE MEMBERS' ACCOUNTS;

AND WHEREAS THE PLAN HAS BEEN ESTABLISHED TO PROVIDE BENEFITS ON A BASIS WHICH
IS NOT LESS FAVOURABLE IN THE AGGREGATE, TO THE NOVA EPSP.


SECTION I.     DEFINITIONS

In this plan (including this Section 1), unless there is something in the
context inconsistent therewith, the following definitions shall have the
following meanings respectively:

A.       "ACTUAL NET INCOME" - means, in respect of a Plan Year, the audited
         consolidated net income, after the deduction of the Corporation's
         Contributions (under this Plan and all Reciprocal Plans) and after
         taxes but excluding non-operating variables such as adjustments
         resulting from the disposition of assets or resulting from changes in
         accounting policy, reported in the audited consolidated financial
         statements of NOVA Corporation for the fiscal year ending in or
         concurrently with such Plan Year.

B.       "ANNUAL NOVA EQUITY ACCOUNT" - means, in respect of a single Plan Year,
         the locked-in account of a Member which contains:

         (a)      all Locked Shares held by the Trustee for the benefit of the
                  Member under the Plan which have been purchased or acquired
                  for the Member from Eligible Contributions paid into the
                  Member's Account in respect of such Plan Year and from Share
                  Purchase Incentive Contributions paid into such account in
                  respect of such Plan Year; and



                                     page 3


         (b)      Share Purchase Incentive Contributions paid into such account
                  in respect of such Plan Year held pending investment in Locked
                  Shares;

C.       "ARRANGEMENT AGREEMENT" - means the agreement between NOVA Corporation
         and TransCanada PipeLines Limited dated as of January 24, 1998.

D.       "BASIC ANNUAL EARNINGS" - means, in respect of a Plan Year, the
         aggregate basic salary received by an Employee from the Corporation
         during the fiscal year ending in or concurrently with such Plan Year,
         excluding any other compensation such as, without limiting the
         generality of the foregoing, shift differential, overtime pay,
         performance bonuses, commissions, severance pay or the value of any
         benefits. Notwithstanding the foregoing, for purposes of determining
         Profit Sharing Contributions, Basic Annual Earnings shall not include
         salary or other compensation paid to an Employee for periods the
         Employee is on Education leave, Community Support leave or an
         Unrestricted leave of absence under the Corporation's Employment
         Transition & Continuity Guidelines.

E.       "BASIC MONTHLY EARNINGS" - means, at any point in time, the rate of
         basic monthly salary received by an Employee from the Corporation, but
         does not include any other compensation such as, without limiting the
         generality of the foregoing, shift differential, overtime pay,
         performance bonuses, commissions, severance pay or the value of any
         benefits; provided that Basic Monthly Earnings for an Employee
         receiving disability benefits under the Long Term Disability Plan shall
         mean the rate of basic monthly salary being received by the Employee on
         the date he first became disabled with the disability to which such
         disability benefits pertain.

F.       "BOARD OF DIRECTORS" - means the Board of Directors of NOVA Corporation

G.       "CASH INVESTMENT VEHICLE" - means investments made by the Trustee in
         its discretion on behalf of the Plan in a portfolio of liquid Canadian
         money market investments, which investments shall be exempt from the
         registration and prospectus requirements of the applicable securities
         legislation, and includes interest earnings and proceeds received from
         the foregoing securities and held by the Trustee pending further
         reinvestment. Cash Investment Vehicle shall also include the assets
         transferred from the NOVA EPSP to the Plan and allocated to applicable
         Member's Accounts following the Effective Date.

H.       "COMMITTEE" - means the committee appointed by the Corporation,
         pursuant to Section X hereof.

I.       "CONTINUOUS SERVICE" - means the continuous period of time of an
         Employee's service while employed by the Corporation or other entities
         recognized for this purpose by the Committee on a permanent full-time
         basis or a permanent part-time basis and, in respect of a Transferred
         Employee, includes any continuous service recognized under a Reciprocal

End of Preview