As referenced in this Deferred Share Unit Plan:
EXFO ELECTRO-OPTICAL ENGINEERING INC – lt;DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4_36form20-f2005.txt
<DESCRIPTION>EXHIBIT 4.36
<TEXT>
EXHIBIT 4.36
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EXFO ELECTRO-OPTICAL ENGINEERING INC .
DEFERRED SHARE UNIT PLAN
FOR THE MEMBERS OF THE BOARD OF DIRECTORS
1. DEFINITIONS
For the purpose of this Deferred Share Unit Plan, except as otherwise
expressly provided or
_____________
EXFO Electro-Optical Engineering Inc – Board may select from time to time to
administer this DSUP;
"BUSINESS DAY" means any day on which banks are open for business in
the province of Quebec;
"CORPORATION" means EXFO Electro-Optical Engineering Inc ;
"DEFERRED REMUNERATION" means, in respect of a Participant, the sum of
the Portion as may be elected by such Participant under section 4;
"DIRECTOR" means a member of the
_____________
EXFO ELECTRO-OPTICAL ENGINEERING INC – an unfunded liability recorded
on the books of the Corporation.
11.4 This Plan will be effective as of January 12, 2005.
6
<PAGE>
SCHEDULE A
Election Notice
EXFO ELECTRO-OPTICAL ENGINEERING INC .
DEFERRED SHARE UNIT PLAN FOR THE MEMBERS OF THE BOARD OF DIRECTORS
(THE "DEFERRED SHARE UNIT PLAN" OR THE "PLAN")
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NOTE: ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL
_____________
EXFO ELECTRO-OPTICAL ENGINEERING INC – REFERENCE SHOULD BE
MADE TO THE TEXT OF THE DEFERRED SHARE UNIT PLAN.
------------------------------- ---------------------------------------
Date (Signature of Participant)
---------------------------------------
(Name of Participant in Block Letters)
<PAGE>
SCHEDULE B
Termination Notice
EXFO ELECTRO-OPTICAL ENGINEERING INC .
DEFERRED SHARE UNIT PLAN FOR THE MEMBERS OF THE BOARD OF DIRECTORS
(THE "DEFERRED SHARE UNIT PLAN")
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NOTE: ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANING
_____________
EXFO ELECTRO-OPTICAL ENGINEERING INC – redeemable only in accordance with the terms of the Deferred Share Unit Plan.
------------------------------- ---------------------------------------
Date (Signature of Participant)
---------------------------------------
(Name of Participant in Block Letters)
<PAGE>
SCHEDULE C
Redemption Notice
EXFO ELECTRO-OPTICAL ENGINEERING INC .
DEFERRED SHARE UNIT PLAN FOR THE MEMBERS OF THE BOARD OF DIRECTORS
(THE "DEFERRED SHARE UNIT PLAN")
-------------------------------------------------------------------------------
NOTE: ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANING
_____________
dt 1465747