Exhibit 4.3
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
The purpose of the DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan (the Plan) is to encourage selected
employees, officers, consultants, and directors of DIRTT Environmental Solutions Ltd. (together with any corporate successor, the Corporation) and its Affiliates (as defined below) to acquire a proprietary interest in the growth
and performance of the Corporation. The Plan is intended to generate an increased incentive to contribute to the Corporations future success and prosperity, thereby enhancing the value of the Corporation for the benefit of its shareholders,
and to enhance the ability of the Corporation and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Corporation depends. The Plan seeks to
achieve these purposes by providing for Awards in the form of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Deferred Share Units, Share Awards, Other Share-Based Awards, Cash Awards, and Dividend-Equivalent Rights
(each as defined below). The Plan was originally adopted effective May 22, 2020 and was amended and restated effective as of May 30, 2023.
As used in the Plan, the following terms, when capitalized, will have the meanings set out below:
Adjustment Event has the meaning set out in Section 8(d) of the Plan.
Affiliate means any corporation that, directly or through one (1) or more intermediaries, is controlled by the Corporation, including
any corporation in which the Corporation owns a significant equity interest, as determined by the Committee, provided that, for the purposes of Awards granted to Canadian Participants, an Affiliate shall include only those corporations
which do not deal at arms length with the Corporation, within the meaning of the Tax Act.
Annual Retainer means the annual
retainer payable to an Eligible Director including any additional retainer paid to the chair of the Board, or a chair or member of a committee, and, if so determined by the Board in advance of any particular calendar year pursuant to
Section 7(d)(i)(A)(i) of the Plan, shall also include any committee fees and per diem meeting fees, but not including, for greater certainty, any travel or expense reimbursements or allowances or any grants or awards pursuant to this Plan or
any other equity incentive plan of the Corporation.
applicable laws means any provision of law, domestic or foreign, including,
without limitation, applicable tax and securities legislation and Exchange rules, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder.
Applicable Withholding Taxes has the meaning set out in Section 9(j)(ii) of the Plan.
Award means any Option, SAR, Restricted Share, Restricted Share Unit, Deferred Share Unit, Share Award, Other Share-Based Award, Cash
Award, or Dividend-Equivalent Right granted under or pursuant to the Plan.