2006 EQUITY COMPENSATION PLAN
(As Amended and Restated July 29, 2010)
1. Purpose .
The purpose of the 2006 Equity Compensation Plan (the “ Plan ”) is to provide eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in Tucows Inc. (the “
Company ”). The Company believes that the Plan will encourage the participants to contribute materially to the
growth of the Company, thereby benefitting the Company’s shareholders, and will align the economic interests of
the participants with those of the shareholders.
2. Definitions .
Whenever used in this Plan, the following terms will have the respective meanings set forth below:
(a) “Board” means the Company’s Board of Directors.
(b) “Change of Control” shall be deemed to have occurred:
(i) If any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act)
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 40% of the voting power of the then outstanding securities of
the Company; provided that a Change of Control shall not be deemed to occur as a result of a transaction in
which the Company becomes a subsidiary of another corporation and in which the shareholders of the Company,
immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such
shareholders to more than 40% of all votes to which all shareholders of the parent corporation would be entitled
in the election of directors;
(ii) Upon the consummation of (i) a merger or consolidation of the Company with another
corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares entitl