form6k.htm

SCHEDULE A

BY-LAW NO. A4

BLACKBERRY LIMITED

A by-law relating generally to the nomination of persons for election of directors of BLACKBERRY LIMITED (the “Corporation”).

BE IT ENACTED as a by-law of the Corporation as follows:

Subject only to the Act, and for so long as the Corporation is a distributing corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors,

by or at the direction of the Board, including pursuant to a notice of meeting;

by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

by any person (a “Nominating Shareholder”):

who, at the close of business on the date of the giving of the notice provided for below in this By-Law No. A4 and at the close of business on the record date for notice of such meeting of shareholders, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

ii.

who complies with the notice procedures set forth below in this By-Law No. A4.

2.	In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof (in accordance with Section 3 below) in proper written form to the secretary of the Corporation (in accordance with Section 4 below).

3.	To be timely, a Nominating Shareholder’s notice to the secretary of the Corporation must be made:

in in the case of an annual meeting of shareholders (which includes an annual and special meeting), not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes as well), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

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In no event shall any adjournment or postponement of an annual or special meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

4.	To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Corporation must:

set forth, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):

the name, age, business address and residential address of the person;

ii.

the principal occupation or employment of the person for the past five years;

iii.

the status of such person as a “resident Canadian” (as such term is defined in the Act);

iv.

their direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number of principal amount and the date(s) on which such securities were acquired;

full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “Arrangements”), including without limitation financial, compensation and indemnity related Arrangements, between the Proposed Nominee or any associate or affiliate of the Proposed Nominee and any Nominating Shareholder or any of its Representatives; and

vi.

any other information relating to the Proposed Nominee or his or her associates or affiliates that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

set forth, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made:

the name, age, business address and, if applicable, residential address of such person;

ii.

iii.

full particulars regarding (1) any proxy or other Arrangement pursuant to which such person or any of its Representatives has a right to vote or direct the voting of any shares of the Corporation, and (2) any other Arrangement of such person or any of its Representatives relating to the voting of any shares of the Corporation or the nomination of any person(s) to the Board;

iv.

full particulars regarding any Arrangement of such person or any of its Representatives, the purpose or effect of which is to alter, directly or indirectly, the economic interest of such person or any of its Representatives in a security of the Corporation or the economic exposure of any such person or any of its Representatives to the Corporation;

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full particulars regarding any Arrangement, including without limitation financial, compensation and indemnity related Arrangements, between the Proposed Nominee or any associate or affiliate of the Proposed Nominee and such person or any of its Representatives;

vi.

a representation and proof that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting and intends to appear in person or by proxy at the applicable shareholders’ meeting to propose such nomination;

vii.

a representation as to whether such person or any of its Representatives intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination; and

viii.

any other information relating to such person or any of its Representatives that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

The Corporation may require any Proposed Nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as a director of the Corporation or a member of any committee of the Board, including with respect to independence or any other relevant criteria for eligibility (including any stock exchange requirements) or that could be material to a reasonable shareholder’s understanding of the independence or eligibility, or lack thereof, of such Proposed Nominee.

All information to be provided in a timely notice pursuant to Section 4 above shall be provided as of the record date for determining shareholders entitled to vote at the meeting (if such date shall then have been publicly announced) and as of the date of such notice. The Nominating Shareholder shall update such information forthwith if there are any material changes in the information previously disclosed.

For the avoidance of doubt, Section 1 above shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation. No person shall be eligible for election as a director of the Corporation unless such person has been nominated in accordance with the provisions of this By-Law No. A4; provided, however, that nothing in this By-Law No. A4 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

Notwithstanding any other provision of this By-Law No. A4 or any other by-law of the Corporation, any notice or other document or information required to be given to the secretary of the Corporation pursuant to this By-Law No. A4 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the secretary at the address of the principal executive offices of the Corporation, emailed (to the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a

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business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

8.	Notwithstanding the foregoing, the Board may, in its sole discretion, waive all or any of the requirements in this By-Law No. A4.

Nothing in this By-Law No. A4 shall obligate the Corporation or the Board to include in any proxy statement or other shareholder communication distributed by or on behalf of the Corporation or the Board any information with respect to any proposed nomination or any Nominating Shareholder or Proposed Nominee.

10.	For purposes of this By-Law No. A4:

“Act” means the Business Corporations Act, R.S.O. 1990, c. B.16 and the regulations thereunder, as from time to time amended, and every statute or regulation that may be substituted therefor and, in the case of such amendment or substitution, any reference in this By-Law No. A4 shall be read as referring to the amended or substituted provisions;

“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

“public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

“Representatives” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert, and “Representative” means any one of them.

APPROVED by the directors of the Corporation on March 27, 2014.

CONFIRMED by the shareholders of the Corporation on _______________, 2014.

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SCHEDULE B

BLACKBERRY LIMITED

DEFERRED SHARE UNIT PLAN FOR DIRECTORS

ARTICLE I

INTRODUCTION

1.1

Purpose

The BlackBerry Limited Deferred Share Unit Plan for Directors has been established to attract and retain high quality Directors by providing such Directors with the opportunity to be credited with Deferred Share Units thereby allowing them to participate in the long term success of the Company and promoting a greater alignment of interests between the Directors and shareholders of the Company.

1.2	Definitions

Wherever used in this Plan, the following words and terms have the respective meanings set out below unless the context otherwise requires:

(a)

“Account” means the account maintained by the Company for each Participant in connection with the operation of the Plan to which any Deferred Share Units and Dividend Equivalents in respect of a Participant will be credited under the Plan;

(b)

“Administrator” has the meaning set forth in Section 2.1;

(c)

“Affiliate” means an “affiliate” of the Company as that term is defined in paragraph 8 of Canada Revenue Agency’s Interpretation Bulletin IT-337R4 or any successor publication;

(d)

“Annual Retainer” means the retainer payable to a Participant for serving as a Director during a Fiscal Year, and for greater certainty, does not include any additional compensation payable to a Participant for any other employment or services to the Company or an Affiliate, including without limitation, any chairman fees, committee chair fees, per diem meeting fees or director and committee meeting fees;

(e)

“Applicable Withholding Taxes” has the meaning set forth in Section 2.3;

(f)

“Automatic DSU Retainer” means, in respect of a Participant’s first Fiscal Year of service as a Director, one hundred percent (100%) of the amount of the Participant’s Annual Retainer and, in respect of any subsequent Fiscal Year, sixty percent (60%) or such other percentage of a Participant’s Annual Retainer as may be determined by resolution of the Directors in advance such subsequent Fiscal Year, which amount is required to be satisfied in the form of Deferred Share Units credited to each Participant’s Account under the Plan;

(g)

“Award Date” means each date on which Deferred Share Units are credited to a Participant’s Account in accordance with Section 5.1 which shall be, unless otherwise provided herein, the final Business Day of each Fiscal Quarter or, if the Participant ceases to serve as a Director other than on the final Business Day of a Fiscal Quarter, the last Business Day on which the Participant serves as a Director;

(h)

“Award Market Value” means, in respect of Participants who are not U.S. Participants, the closing trading price of a Company Share on the Toronto Stock Exchange on the Award Date, or if there is no trading of the Company Shares on the Toronto Stock Exchange on that day, the weighted average price for the five trading days on such exchange prior to that date, and in respect of U.S. Participants, the closing trading price of a Company Share on The NASDAQ Stock

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Market on the Award Date, or if there is no trading of the Company Shares on The NASDAQ Stock Market on that day, the weighted average price for the five trading days on such exchange prior to that date;

(i)

“Beneficiary” means a Person who, on the date of a Participant’s death, is the Person who has been designated as the Participant’s beneficiary in accordance with Section 6.6 and the laws applying to the Plan, or where no such Person has been validly designated by the Participant, or where the Person designated is an individual and does not survive the Participant, the Participant’s legal representative;

(j)

“Business Day” means a day on which any Canadian stock exchange on which the Company Shares are listed and any U.S. stock exchange on which the Company Shares are listed are both open for the business of trading securities;

(k)

“Committee” means the committee responsible for recommending to the Directors the compensation of Directors and for administering the Plan, which at the Effective Date of the Plan is the Compensation, Nomination & Governance Committee of the Company;

(l)

“Company” means BlackBerry Limited, which is a corporation amalgamated under the laws of Ontario and includes any corporate successors and assigns thereto, and any reference in the Plan to activities by the Company means action by, or under the authority of, the Directors or the Committee or the Administrator, as applicable;

(m)

“Company Share” means a common share of the Company as presently constituted or any shares in the capital of the Company into which common shares are changed, reclassified, subdivided, consolidated or converted or which are substituted for such shares, or as such shares in the capital of the Company may further be changed, reclassified, subdivided, consolidated, converted or substituted;

(n)

“Deferred Share Unit” means a unit of participation in the Plan, equivalent in value to a Company Share at the time of grant, and credited by means of a bookkeeping entry to a Participant’s Account in accordance with Section 5.1, and which entitles the holder thereof, at the time specified in the Plan, to receive the cash equivalent of Company Shares or, if the Company so determines, in its discretion, Company Shares, subject to the provisions of the Plan;

(o)

“Designated Broker” has the meaning set forth in Section 5.4(b);

(p)

“Directors” means the directors of the Company from time to time;

(q)

“Dividend Equivalents” means an amount expressed as whole or fractional Deferred Share Units, calculated in accordance with Section 5.2, and credited by means of a bookkeeping entry to each Participant’s Account;

(r)

“Dividend Market Value” means, in respect of Participants who are not U.S. Participants, the closing trading price of a Company Share on the Toronto Stock Exchange on the Dividend Payment Date, or if there is no trading of the Company Shares on that day, the weighted average price for the five trading days on such exchange prior to that date, and in respect of U.S. Participants, the closing trading price of a Company Share on The NASDAQ Stock Market on the Dividend Payment Date, or if there is no trading of Company Shares on that day, the weighted average price for the five trading days on such exchange prior to that date;

(s)

“Dividend Payment Date” means each date on which dividends are paid on Company Shares;

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(t)

“Dividend Record Date” means the record date established in connection with a payment of a dividend by the Company on Company Shares to its shareholders for purposes of determining which shareholders are entitled to receive such dividend;

(u)

“DSU Eligible Retainer” means (i) in a Participant’s first Fiscal Year of service as a Director, a nil amount, and (ii) in respect of any subsequent Fiscal Year, (A) that portion of the Participant’s Annual Retainer that is not the Automatic DSU Retainer, and (B) any additional compensation (other than equity-based compensation) payable to a Participant in the Participant’s capacity as a Director, including, without limitation, any chairman fees, committee chair fees, per diem meeting fees and director and committee meeting fees, that the Participant may elect to have satisfied in the form of Deferred Share Units credited to his or her Account under the Plan but, for greater certainty, a Participant’s DSU Eligible Retainer shall not include any expenses for which the Participant is reimbursed;

(v)

“Effective Date” has the meaning set forth in Section 1.4;

(w)

“Election and Acknowledgement Form” has the meaning set forth in Section 4.1;

(x)

“Fiscal Year”, in respect of the Company, means the fiscal year of the Company for accounting purposes, as determined from time to time, which at the Effective Date of the Plan is each 52 or 53 week period ending on the last Saturday of February or the first Saturday of March, and “Fiscal Quarter” means each quarter of such Fiscal Year;

(y)

“Initial Retainer” means the one-time payment or retainer payable to a Director by virtue of such Director’s first appointment or election to the Board in accordance with the Company’s normal Director compensation policies which amount is required to be satisfied in the form of Deferred Share Units credited to the Participant under the Plan;

(z)

“Insider” means an “insider” of the Company as defined in Part I of the Toronto Stock Exchange Company Manual as amended from time to time or any successor or replacement provision thereto;

(aa)

“IRC” means the United States Internal Revenue Code, as amended from time to time, and any reference in this Plan to a provision of the IRC shall be read as a reference to that provision as it may be subsequently amended or to any successor provision thereto;

(bb)

“ITA” means the Income Tax Act (Canada), as amended from time to time, and any reference in this Plan to a provision of the ITA shall be read as a reference to that provision as it may be subsequently amended or to any successor provision thereto;

(cc)

“Participant” means a Director to whom Deferred Share Units have been, or will be, credited under the Plan;

(dd)

“Participant Information” has the meaning set forth in Section 2.4(a);

(ee)

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, agency, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

(ff)

“Plan” means this BlackBerry Limited Deferred Share Unit Plan for Directors, as amended from time to time in accordance with its terms;

(gg)

“Redemption Date”, in respect of a Participant, means, subject to Sections 5.4(c) and 5.4(d), the later of (i) the Participant’s Separation Date, or (ii) provided the Participant is not a U.S. Taxpayer,

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such later date, if any, as may be agreed in writing before the Participant’s Separation Date between the Company and the Participant (for greater certainty, such agreed date shall not be permitted to fall within a Regular Trading Blackout within the meaning of the Company’s insider trading policy), provided that, under no circumstances, shall the Redemption Date be later than December 15th of the calendar year commencing immediately following the Participant’s Termination Date;

(hh)

“Separation Date”, in respect of a Participant, means the third Business Day after the Participant’s Termination Date, provided however that if the Separation Date would otherwise fall within a Regular Trading Blackout or Special Trading Blackout within the meaning of the Company’s insider trading policy, the Separation Date shall be the earlier of (i) the third Business Day following the expiry of the Regular Trading Blackout and/or Special Trading Blackout; and (ii) December 15th of the calendar year commencing immediately following the Participant’s Termination Date;

(ii)

“Termination Date”, in respect of a Participant, means the latest of (i) the date on which the Participant ceases to be a Director or a member of the board of directors of an Affiliate, and (ii) the date on which the Participant ceases to be employed by the Company or an Affiliate, if applicable;

(jj)

“U.S. Participant” means a Participant who is both (i) a U.S. Taxpayer and (ii) a permanent resident of the United States of America; and

(kk)

“U.S. Taxpayer” means a Participant who is a U.S. citizen or U.S. permanent resident for purposes of the IRC or a Participant for whom the compensation subject to deferral under this Plan would otherwise be subject to U.S. taxation under the IRC.

1.3	Interpretation

(a)

Whenever the Directors or, where applicable, the Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term “discretion” means the sole and absolute discretion of the Directors or the Committee, as the case may be.

(b)

As used herein, the terms “Article”, “Section”, and “Schedule” mean and refer to the specified Article, Section, and Schedule of this Plan. Headings of Articles, Sections and Schedules are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

(c)

Unless otherwise specified, time periods wherein or following which any payment (whether in cash or Company Shares) is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment (whether in cash or Company Shares) is required to be made on a day which is not a Business Day, such action shall be taken or such payment shall be made on the immediately preceding Business Day.

(d)

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4	Effective Date of the Plan

This Plan shall be effective from the date of adoption by the Directors (the “Effective Date”). The Directors shall review and confirm the terms of the Plan from time to time.

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1.5	Schedules Incorporated By Reference

The following Schedules are attached to the Plan and are incorporated by reference:

Schedule “A” – Election and Acknowledgment Form

Schedule “B” – Beneficiary Designation Form

ARTICLE II

ADMINISTRATION

2.1	Administration of the Plan

(a) Except for those matters that cannot be delegated by the Directors:

(i)

the Plan shall be administered by the Committee and the Committee shall have full authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make such determinations as, in its discretion, it deems necessary or desirable for the administration of the Plan; and

(ii)

all actions taken and decisions made by the Committee in this regard shall be final, conclusive, and binding on all parties concerned, including, but not limited to, the Company, the Participants, and any Beneficiary.

(b)

The power of the Directors and/or the Committee to make material amendments to the Plan is subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market) that require that shareholder approval of material amendments be obtained.

(c)

The Committee may, to the extent permitted by law, delegate any of its administrative responsibilities under the Plan and powers related thereto to one or more Persons including, without limitation, an officer of the Company (the “Administrator”), and all actions taken and decisions made by such Administrator in this regard shall be final, conclusive, and binding on all parties concerned, including but not limited to, the Company, the Participants, and any Beneficiary. If no such Administrator is appointed by the Committee, or if at any time the position of Administrator is left vacant, all references herein to the “Administrator” shall be read as references to the Committee until such time as an Administrator is appointed by the Committee.

2.2	Determination of Value if Company Shares Not Publicly Traded

Should the Company Shares no longer be publicly traded at the relevant time such that the Award Market Value and/or the Dividend Market Value cannot be determined in accordance with the formulae set out in the definitions of those terms, or if, in the opinion of the Directors, the price at which Company Shares are publicly traded does not reflect the fair market value of those securities at the relevant time, such values shall be determined by a qualified financial advisor selected by the Committee acting in good faith, or by the Committee acting in good faith.

2.3	Taxes and Other Source Deductions

(a)

The Company shall not be liable for any tax imposed on any Participant or any Beneficiary as a result of the crediting, holding or redemption of Deferred Share Units, amounts paid or credited to such Participant (or Beneficiary), or securities issued to such Participant (or Beneficiary) under this Plan.

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(b)

It is the responsibility of the Participant (or Beneficiary) to complete and file any tax returns which may be required under any applicable tax laws within the period prescribed by such laws.

(c)

The Company shall be authorized to deduct, withhold and/or remit from any amount paid or credited hereunder (whether in Company Shares or cash), or otherwise, such amount as may be necessary so as to ensure the Company will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant or Beneficiary, as the case may be (the “Applicable Withholding Taxes”).

2.4	Information

(a)

Each Participant shall provide the Company, the Committee, and the Administrator (either individually or all, as applicable) with all information including, where required, all “personal information” as defined in the Personal Information Protection and Electronic Documents Act (Canada), or any applicable provincial privacy legislation, they require to administer or operate the Plan or to permit the Participant to participate in the Plan (collectively, the “Participant Information”).

(b)

The Company, the Committee and the Administrator may from time to time transfer or provide access to Participant Information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing services to the Company in connection with the operation or administration of the Plan and provided further that such service providers agree to take appropriate measures to protect the Participant Information and not to use it for any purpose except to administer or operate the Plan. By participating in the Plan, each Participant acknowledges that Participant Information may be so provided and agrees to its provision on the terms set forth herein, including where applicable, to the transfer of the Participant Information to the third service provider who may be located in or operating from the United States.

(c)

In addition, Participant Information may be disclosed or transferred to another party during the course of, or completion of, a change in ownership of, or the grant of a security interest in, all or a part of the Company or its affiliates including through an asset or share sale, or some other form of business combination, merger or joint venture, provided that such party is bound by appropriate agreements or obligations and required to use or disclose the Participant Information in a manner consistent with this Section 2.4.

(d)

Except as contemplated in this Section 2.4, the Company, the Committee and the Administrator shall not disclose the Participant Information except in response to regulatory filing requirements or other requirements for the information by a government authority, regulatory body, or a self-regulatory body in which the Company participates in order to comply with applicable laws (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market) or for the purpose of complying with a subpoena, warrant or other order by a court, Person or body having jurisdiction over the Company and/or such Persons to compel production of the Participant Information.

ARTICLE III

COMPANY SHARES SUBJECT TO THE PLAN

3.1	Company Shares Subject to the Plan

(a)

This Section 3.1 applies to any securities that may be acquired by Participants on any Redemption Date pursuant to Section 5.4 that consist(s) of authorized but unissued Company Shares.

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(b)

The aggregate number of Company Shares available for issuance hereunder from treasury shall be 1% of the issued and outstanding Company Shares, subject to adjustment for any subdivision, consolidation or distribution of Company Shares as contemplated by, and in accordance with, Section 5.5.

(c)

The number of Company Shares issuable at any time from treasury pursuant to the Deferred Share Units credited to Insiders under this Plan, together with any other compensation arrangement of the Company that provides for the issuance of Company Shares from treasury, shall not exceed ten percent (10%) of the issued and outstanding Company Shares.

(d)

The number of Company Shares issued to Insiders from treasury pursuant to the Deferred Share Units credited under this Plan, together with any other compensation arrangement of the Company that provides for the issuance of Company Shares from treasury, shall not, within a one (1) year period, exceed ten percent (10%) of the issued and outstanding Company Shares.

(e)

This Section 3.1 and the Company’s right to elect under Section 5.4(b) will be effective only upon receipt of all necessary shareholder approvals of this Plan, as amended from time to time, as required by the rules, regulations and policies of the Toronto Stock Exchange, The NASDAQ Stock Market and any other stock exchange on which Company Shares are listed or traded.

ARTICLE IV

PLAN PARTICIPATION

4.1	Time of Election

(a)

The amount of any Automatic DSU Retainer and the amount of any Initial Retainer which becomes payable to a Participant after the Effective Date of the Plan shall be satisfied by crediting to the Participant’s Account Deferred Share Units pursuant to Section 5.1.

(b)

Each Participant shall have the right to elect, in advance, the portion of his or her DSU Eligible Retainer (in increments of five percent (5%)) that the Participant wishes to be satisfied by way of Deferred Share Units credited to his or her Account under the Plan (with the remainder, if any, to be received in cash), and shall have the right to amend or revoke such election annually, within the time periods specified below. The election or amended election, as the case may be, shall be made by completing, signing and delivering to the Committee or the Administrator, a written election and acknowledgement in the form attached to the Plan as Schedule “A”, or such similar form of election and acknowledgement acceptable to the Committee or the Administrator (the “Election and Acknowledgement Form”). In order to make such election, the Participant must submit his or her Election and Acknowledgement Form as follows:

(i)

in the case of an existing Director, subject to subparagraph (iii) below, an election or amended election, as the case may be, must be filed within the period beginning after the third Business Day following the expiry of a Regular Trading Blackout, within the meaning of the Company’s insider trading policy, during the fourth Fiscal Quarter of the Fiscal Year immediately preceding the commencement of the Fiscal Year in respect of which the election applies, and ending (A) in the case of a Director who is not a U.S. Taxpayer, on the January 31st immediately preceding the Fiscal Year in respect of which the election applies, and (B) in the case of a Director who is a U.S. Taxpayer, on the December 31st immediately preceding the Fiscal Year in respect of which the election applies;

(ii)

in the case of a new Director, subject to subparagraph (iii) below, as soon as possible, and in any event no later than twenty-one (21) days after his or her election or appointment as a Director, with such election to apply in respect of any portion of the DSU Eligible Retainer that is payable after the date the relevant Election and Acknowledgement Form

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is received by the Committee or the Administrator and in the Fiscal Year during which such election or appointment is made;

(iii)

notwithstanding subparagraphs (i) and (ii) above, under no circumstances may an Election and Acknowledgement Form be filed until after the second Business Day following the expiry of a Regular Trading Blackout or a Special Trading Blackout, each within the meaning of the Company’s insider trading policy. In the event that an Election and Acknowledgement Form would otherwise be required to be filed within the period of a Regular Trading Blackout or a Special Trading Blackout, the filing deadline will be extended as follows: (A) in the case of an existing Director who is not a U.S. Taxpayer, until the final Business Day of the Fiscal Year immediately preceding the Fiscal Year in respect of which the election applies; and (B) in the case of a new Director, the Business Day immediately prior to the first Award Date immediately following his or her election as a Director; provided however, that in any circumstance where a Regular Trading Blackout or Special Trading Blackout continues until the date when an Election and Acknowledgement Form would otherwise be permitted to be filed under this subparagraph (iii), an existing Director will not be permitted to file an amended election in respect of the subsequent Fiscal Year, and in the case of a new Director, the portion of his or her DSU Eligible Retainer to be satisfied in Deferred Share Units for the Fiscal Year will be deemed to be fifty (50) percent.

Any such election shall be irrevocable in respect of the Fiscal Year for which it is originally made and will continue in effect thereafter until it is amended in accordance with this Section 4.1(b). Deferred Share Units shall be credited to the Participant’s Account in accordance with Section 5.1. Except in the case of a new Director, if no election has been validly made in respect of a Director’s DSU Eligible Retainer within the time specified in 4.1(b) above, the Director’s full DSU Eligible Retainer shall be paid in cash in accordance with the Company’s normal Director compensation policies.

4.2	Effect of Election

The number of Deferred Share Units credited to a Participant’s Account shall be considered to be Company Shares solely for the purpose of any requirements or guidelines of the Company with respect to a Director’s required holding of Company Shares.

ARTICLE V

DEFERRED SHARE UNITS

5.1	Grant of Deferred Share Units

(a)

Subject to the following sentence, all Deferred Share Units granted to a Participant in respect of a Fiscal Year shall be credited to the Participant’s Account in quarterly installments effective as of the Award Date for that grant (with the exception of a Participant’s Initial Retainer, which shall be credited to the Participant’s Account in full on the first Award Date following the Participant’s appointment or election as a Director). With respect to any Fiscal Quarter during which the Participant ceases to serve as a Director, a pro rata portion of the quarterly installment otherwise applicable shall be credited to the Participant’s Account on the applicable Award Date based on the number of days within the Fiscal Quarter during which the Participant served as a Director. Deferred Share Units credited to a Participant’s Account in accordance with this Section 5.1 shall be fully vested at the time awarded.

(b)

The number of Deferred Share Units (including fractional Deferred Share Units rounded to the fourth decimal place) to be credited to the Participant’s Account in respect of such Participant’s Initial Retainer and/or Automatic DSU Retainer shall be determined by dividing (i) the amount of the Participant’s Initial Retainer and/or Automatic DSU Retainer, expressed in dollars and

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otherwise payable on such Award Date in accordance with the Company’s normal Director compensation policies by (ii) the Award Market Value for the applicable Award Date.

(c)

In the case of a Participant who has made an election pursuant to Section 4.1(b), the number of Deferred Share Units (including fractional Deferred Share Units rounded to the fourth decimal place) to be credited to the Participant’s Account in respect of such Participant’s DSU Eligible Retainer shall be determined by dividing (i) the amount of the Participant’s DSU Eligible Retainer, expressed in dollars, that the Participant elects to have satisfied in the form of Deferred Share Units by (ii) the Award Market Value for the applicable Award Date.

5.2	Credits for Dividends

A Participant’s Account shall be credited with Dividend Equivalents in the form of additional Deferred Share Units (including fractional Deferred Share Units rounded to the fourth decimal place) as of each Dividend Payment Date. The number of such Dividend Equivalents (rounded to the fourth decimal place) to be credited to a Participant’s Account shall be computed by dividing:

(a)

the amount obtained by multiplying the amount of the dividend declared and paid per Company Share (or in the case of a stock dividend in the ordinary course, the cash equivalent thereof per Company Share based on the Dividend Market Value), expressed in dollars, by the number of Deferred Share Units recorded in the Participant’s Account on the Dividend Record Date, by

(b)

the Dividend Market Value, in respect of the dividend giving rise to the Dividend Equivalents.

Dividend Equivalents credited to a Participant’s Account in accordance with this Section 5.2 shall be fully vested at the time awarded.

5.3	Reporting of Deferred Share Units

Statements of the Deferred Share Units in Participants’ Accounts will be provided to the Participants by the Administrator at least annually. Statements shall contain such information as the Committee may determine, in its discretion, from time to time or as otherwise may be required by law.

5.4	Redemption of Deferred Share Units

(a)

On the Redemption Date, the Company shall make to a Participant a cash payment equal to the product of the number of Deferred Share Units recorded in the Participant’s Account multiplied by the weighted average trading price of a Company Share on the Toronto Stock Exchange, if the Participant is not a U.S. Participant, or The NASDAQ Stock Market, if the Participant is a U.S. Participant (or if the Company Shares are not then listed on the Toronto Stock Exchange or The NASDAQ Stock Market, as applicable, any other stock exchange on which Company Shares are listed) for the five (5) trading days immediately preceding the Redemption Date, less Applicable Withholding Taxes.

(b)

Subject to Section 5.4(c) and Section 5.4(d), and the receipt of all necessary shareholder approvals as required under the rules, regulations and policies of the Toronto Stock Exchange, The NASDAQ Stock Market and any other stock exchange on which Company Shares are listed or traded, the Company may, in lieu of the cash payment contemplated in Section 5.4(a) above, on the Redemption Date elect to either issue to the Participant or, through a broker designated by the Participant who is independent from the Company and any Affiliate (the “Designated Broker”), acquire on behalf of such Participant, the number of whole Company Shares that is equal to the number of whole Deferred Share Units recorded in the Participant’s Account on the Redemption Date (less any amounts in respect of Applicable Withholding Taxes). If the Company elects to arrange for the purchase of Company Shares by a Designated Broker on behalf of the Participant, the Company shall contribute to the Designated Broker an amount of cash sufficient, together with

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any reasonable brokerage fees or commission fees related thereto, to purchase the whole number of Company Shares to which the Participant is entitled and the Designated Broker shall, as soon as practicable thereafter, purchase those Company Shares, on behalf of such Participant, on a stock exchange on which the Company Shares are listed or traded. In lieu of purchasing or issuing any fractional Company Share, as the case may be, any fractional Deferred Share Units in a Participant’s Account shall be paid to the Participant (or used to satisfy any Applicable Withholding Taxes) as a lump sum cash amount (computed to the nearest cent and net of Applicable Withholding Taxes) equal to the relevant number of fractional Deferred Share Units multiplied by the weighted average trading price of a Company Share on the Toronto Stock Exchange if the Participant is not a U.S. Participant, or The NASDAQ Stock Market, if the Participant is a U.S. Participant, for the five (5) trading days immediately preceding the Redemption Date.

(c)

Notwithstanding any provision to the contrary herein, but subject to Section 5.4(d), the Redemption Date for any U.S. Taxpayer shall, in all cases, be the date of the Participant’s “separation from service” within the meaning of Section 409A of the IRC and the payment of any lump sum amount and, where applicable, the issuance or delivery of any Company Shares, to a U.S. Taxpayer or the U.S. Taxpayer’s Beneficiary, as applicable, shall be delayed for six (6) months following separation from service of a “specified employee” (as determined under Section 409A of the IRC).

(d)

Notwithstanding any other provision of the Plan, all amounts payable to, or in respect of, a Participant under this Section 5.4, including, without limitation, the issuance or delivery of Company Shares or a lump sum cash payment, shall be paid or delivered on or before December 31 of the calendar year commencing immediately following the Termination Date of such Participant.

(e)

Subject to Sections 5.4(c) and 5.4(d) above, the Committee or the Administrator will use commercially reasonable efforts to ensure that delivery of the Company Shares and/or any cash payment required by this Section 5.4, is made within ten (10) Business Days after such Redemption Date.

(f)

Upon payment of any amount pursuant to this Section 5.4 in cash or Company Shares, as the case may be, the particular Deferred Share Units in respect of which such payment was made shall be cancelled and no further payments (whether in Company Shares or cash or otherwise) shall be made in relation to such Deferred Share Units.

5.5	Adjustments to Deferred Share Units

In the event of any subdivision, consolidation or distribution of Company Shares to its shareholders (excluding by way of dividend payment in the ordinary course or a distribution of Company Shares under any compensation arrangement of the Company or any of its subsidiaries or other affiliates controlled by the Company, that contemplates the issuance of Company Shares from treasury), or upon a capital reorganization, reclassification, exchange, or other change with respect to the Company Shares, or a consolidation, amalgamation, arrangement or other form of business combination of the Company with another Person, or a sale, lease or exchange of all or substantially all of the property of the Company or other distribution of the Company’s assets to shareholders (other than by way of dividend payment in the ordinary course), then the Account of each Participant and the Deferred Share Units outstanding under the Plan shall be adjusted in such manner, if any, as the Directors and the Committee deem appropriate in order to preserve, proportionally, the interests of Participants under the Plan, provided that the dollar value of Deferred Share Units credited to a Participant’s Account immediately after such an adjustment shall not exceed the dollar value of the Deferred Share Units credited to such Participant’s Account immediately prior thereto and provided further that the value of Deferred Share Units shall always depend on the fair market value of Company Shares. All adjustments under this Section 5.5 shall, at all times, be in compliance with the provisions of the IRC and paragraph (d) of Regulation 6801 to the ITA.

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ARTICLE VI

GENERAL

6.1	Amendment, Suspension, or Termination of Plan

(a)

Subject to Sections 6.1(b) and 6.1(c), the Directors may amend, suspend or terminate this Plan, or any portion thereof, without shareholder approval, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market), if any, that require the approval of shareholders or any governmental or regulatory body be obtained. However, except as expressly set forth herein, no such amendment, suspension, or termination may adversely affect Deferred Share Units previously granted to a Participant at the time of such amendment without the consent of the affected Participant(s) and no such amendment, suspension or termination shall be such that the Deferred Share Units or this Plan cease to comply with the provisions of paragraph (d) of Regulation 6801 to the ITA. Without limiting the generality of the foregoing, the Directors may make the following types of amendments to the Plan without seeking shareholder approval:

(i)

amendments of a “housekeeping” or administrative nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

(ii)

amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange, The NASDAQ Stock Market, paragraph (d) to Regulation 6801 of the ITA and Section 409A of the IRC and related authority);

(iii)

amendments respecting administration of the Plan;

(iv)

any amendment to add or modify the vesting or redemption provisions of the Plan or any Deferred Share Unit;

(v)

any amendment to the definition of “Participant” or otherwise relating to the eligibility of any Participant;

(vi)

any amendment to facilitate the participation in the Plan by, and the granting of Deferred Share Units to, Directors who are subject to the laws of countries other than those of Canada, which grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws;

(vii)

amendments necessary to suspend or terminate the Plan; and

(viii)

any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market).

Shareholder approval will be required for the following types of amendments

(i)

amendments to the number of Company Shares issuable from treasury under the Plan, including an increase to a fixed maximum number of Company Shares or a change from a fixed maximum number of Company Shares to a fixed maximum percentage;

(ii)

any amendment which would permit discretionary grants of Deferred Share Units to Directors;

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(iii)

any amendment to remove or exceed the insider participation limits;

(iv)

any amendments to this amendment provision; and

(v)

amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market).

(b)

Notwithstanding Section 6.1(a), the Plan may not be amended, suspended or terminated in any way that has the effect of accelerating payments to U.S. Taxpayers contrary to the provisions of Section 409A of the IRC.

(c)

Notwithstanding the provisions of this Article VI, any amendment, suspension or termination of the Plan shall be such that the Plan and the Deferred Share Units granted thereunder continuously satisfy the requirements of paragraph (d) of Regulation 6801 of the ITA.

(d)

The Plan will finally cease to operate for all purposes when the last remaining Participant receives payment in respect of all Deferred Share Units recorded in the Participant’s Account.

6.2	Compliance with Laws

The administration of the Plan shall be subject to and made in conformity with all applicable laws, regulations, policies, rules, notices and administrative practices (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and The NASDAQ Stock Market that require shareholder approval of the Plan and material amendments be obtained). Should the Committee, in its discretion, determine, having regard to the above-noted applicable laws, regulations, policies, rules, notices and administrative practices or other relevant circumstances, that it is not feasible or desirable to honour a Participant’s election to have all or a portion of his or her DSU Eligible Retainer paid in the form of Deferred Share Units issued under the Plan, the Committee may refuse a Participant’s election under the Plan, in which case such amounts shall be paid in cash.

6.3	Reorganization of the Company

The existence of any outstanding Deferred Share Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, units or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

6.4	General Restrictions

Except as required by law or expressly contemplated herein, the rights of a Participant under the Plan or in respect of any Deferred Share Units are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged.

6.5	Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and in this regard, a corporate successor to the Company can assume the obligations of the Company hereunder (including, if applicable, substituting its shares for the Company Shares for purposes of the Plan) upon notice to the Participants, provided such assumption has been authorized by the Directors.

6.6	Designation of Beneficiary

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Subject to the requirements of applicable laws, a Participant may designate in writing a Person as a beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to applicable laws, alter or revise such designation from time to time. The original designation or any change thereto shall be in the form of Schedule “B” or in such other form and in such other manner as the Committee, in its discretion, may from time to time determine.

6.7	No Right to Serve

(a)

Neither participation in the Plan nor any action taken under the Plan shall give or be deemed to give any Participant a right to continued service to the Company or any Affiliate, and such participation shall not interfere with the right of the Company or any Affiliate to terminate the Participant’s service at any time or not re-nominate the Participant as a Director.

(b)

Nothing in this Plan or the Participant’s opportunity to participate in this Plan shall be construed to provide the Participant with any rights whatsoever to participate or continue to participate in this Plan, or to compensation or damages in lieu of continued participation or the right to participate in this Plan upon the termination of the Participant as Director of the Company, for any reason whatsoever.

6.8	No Shareholder Rights

Except as provided in Section 4.2, under no circumstances shall Deferred Share Units credited to a Participant’s Account be considered Company Shares or other securities of the Company, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Company Shares or other securities of the Company, nor shall any Participant be considered the owner of Company Shares by virtue of the award of Deferred Share Units, until and unless Company Shares have been issued or transferred to the Participant upon redemption of his or her Deferred Share Units.

6.9	Deferred Share Units Non-Transferable

Deferred Share Units are non-transferable.

6.10	Unfunded and Unsecured Plan

Unless otherwise determined by the Directors, the Plan shall be unfunded and the Company shall not secure its obligations under the Plan. To the extent any Participant or the Participant’s Beneficiary holds any rights by virtue of a grant of Deferred Share Units under the Plan, such rights (unless otherwise determined by the Directors) shall be no greater than the rights of an unsecured creditor of the Company.

6.11	No Other Benefit

(a)

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Company Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant (or a person with whom the Participant does not deal at arm’s length within the meaning of the ITA), for such purpose.

(b)

The Company makes no representations or warranties to Participants with respect to the Plan or the Deferred Share Units whatsoever. Participants are expressly advised that the value of any Deferred Share Unit in the Plan will fluctuate as the trading price of Company Shares fluctuates. Participants are further expressly advised that the amount of dividends that may be paid in respect of Company Shares, if any, will vary.

(c)

In seeking the benefits of participation in the Plan, a Participant agrees to exclusively accept all risks associated with a decline in the market price of Company Shares and all other risks associated with the holding of Deferred Share Units.

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6.12	Non-exclusivity of the Plan

The adoption of the Plan by the Company shall not be construed as creating any limitations on the power or authority of the Directors to adopt such other or additional incentive or other compensation arrangements of whatever nature as the Directors may deem necessary or desirable, or preclude or limit the continuation of any other plan, practice, or arrangement for the payment of compensation and other benefits to Directors generally, or to any class or group of Directors, that the Company has lawfully put into effect.

6.13	Governing Law

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflict of laws.

6.14

Language

The parties hereunder have requested the present document and the related material to be drafted in the English language. Les parties aux présentes ont fait la demande expresse que ce document et ceux qui s’y rapportent soient rédigés en langue anglaise.

6.15	Severability

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this Plan.

6.16

Term

Unless terminated earlier in accordance with the provisions contained herein, this Plan shall remain in effect for a period of ten (10) years from the Effective Date, at which time it shall terminate unless reconfirmed for a further ten (10) year term by resolution passed by a majority (or such greater percentage (or with such number of votes as may be excluded) as may be specified by the rules, regulations or policies of the Toronto Stock Exchange or The NASDAQ Stock Market) of votes cast by all holders of Company Shares who vote in respect of such reconfirmation at the annual general meeting of the Company immediately preceding the tenth (10th) anniversary of the Effective Date.

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SCHEDULE “A”

BLACKBERRY LIMITED DEFERRED SHARE UNIT PLAN

FOR DIRECTORS

ELECTION AND ACKNOWLEDGEMENT FORM

1.	I acknowledge that one hundred percent (100%) of my Automatic DSU Retainer will be satisfied by the crediting to my Account of Deferred Share Units.

2.	I acknowledge that one hundred percent (100%) of my Initial Retainer (if applicable) will be satisfied by the crediting to my Account of Deferred Share Units.

3.	I elect to receive my DSU Eligible Retainer beginning in the [Fiscal Year] Award Year as follows:

A. _____% in Deferred Share Units

B. _____% in cash

NOTE:

The total amount of A and B must equal 100%. You must elect in increments of five percent (5%) under A and B.

4.	I _____ am /_____ am not [please check as appropriate] currently a U.S. Taxpayer.

5. I acknowledge that:

(a)

I have received and reviewed a copy of the Plan and, I agree to be bound by the terms and conditions of the Plan;

(b)

my full Automatic DSU Retainer and Initial Retainer (if applicable) must be satisfied in Deferred Share Units;

(c)

upon receipt of this election and acknowledgement by the Committee or the Administrator on or before [Date], the number of Deferred Share Units determined pursuant to the terms of the Plan that result from my election in paragraph 3 herein, will be credited to my Account in quarterly installments for each Fiscal Quarter while I remain a director pursuant to the Plan;

(d)

my election in paragraph 3 herein is subject to the terms of the Plan and is irrevocable for the Fiscal Year in respect of which it is made and will continue in effect thereafter unless amended;

(e)

I will be liable for income tax when a lump sum cash payment is made in respect of the value of the Deferred Share Units in my account or Company Shares are acquired on my behalf or are issued from treasury under the Plan to me in accordance with the terms of the Plan, and that the Company has not provided me with any tax advice with respect to the Plan (or the tax consequences upon a grant of Deferred Share Units) or the acknowledgements I have made in paragraphs 1 and 2 herein or the election I have made in paragraph 3 herein, and that I should confirm the tax treatment with my own tax advisor;

(f)

no funds will be set aside to guarantee the satisfaction of Deferred Share Units and future satisfaction of Deferred Share Units will remain an unfunded liability on the books of the Company unless the Company changes its practice in this regard;

(g)

the Company may elect to pay Deferred Share Units in the form of a lump sum cash amount or in the form of Company Shares at the time specified in accordance with the terms of the Plan; and

(h)

subject to the provisions of the Plan, if I am a U.S. Taxpayer and am considered a “specified employee” (as determined under Section 409A of the United States Internal Revenue Code), the redemption of Deferred Share Units in my Account will be delayed for six (6) months following

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my Separation Date.

I further acknowledge that as a Participant of the Plan, I am required to provide the Company, the Committee, and the Administrator (either individually or all, as applicable) with all information (including Participant Information) required to administer or operate the Plan or to permit my participation in the Plan, and I hereby consent to the collection or use of all such information by the Company, the Committee, and the Administrator. I understand that the Company, the Committee, and the Administrator may from time to time transfer or provide access to such information to third party service providers (including third party service providers who may be located in or operating from the United States) for purposes of the administration of the Plan, and that such Persons will be provided with such information for such purposes only. I also understand that Participant Information may be disclosed or transferred to another party during the course of, or completion of, a change in ownership of, or the grant of a security interest in, all or a part of the Company, provided that such party is bound by similar restrictions on its use of Participant Information. I also understand that the Company, the Committee, and the Administrator may from time to time disclose my Participant Information in response to regulatory filing or other requirements for the information by a regulatory body or a self-regulatory body in which the Company participates, or for the purpose of complying with a subpoena, warrant or other order by a court, Person or body having jurisdiction to compel production of the information, or as otherwise required by law. I acknowledge that withdrawal of the consent at any time may result in a delay in the administration of the Plan or in the inability of the Company, the Committee or the Administrator to deliver a lump sum cash amount or, where applicable, Company Shares to me in respect of any Deferred Share Units credited to my Account under the Plan.

Signature: _____________________________________

Name (please print): _____________________________

Date: _________________________________________

All capitalized terms used in this Election and Acknowledgement Form have the meaning attributed to them in the Plan.

In the event of any conflict between the information in this Election and Acknowledgement Form and the governing Plan document, the Plan document will prevail.

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SCHEDULE “B”

BENEFICIARY DESIGNATION FORM

· Please read the instructions and definitions on all pages before completing this form. BlackBerry Limited (the “Company”) assumes no responsibility for its validity or sufficiency.

· Please PRINT all names (full name), relationship to Participant and percentage amounts.

· Date and sign as required at bottom of form.

· Please complete this form in duplicate and return both copies to the Company.

· For forms signed by Québec residents, the designation of the spouse is irrevocable unless otherwise specified.

Name of Participant: __________________________________________

The undersigned hereby revokes any beneficiary designation or direction of payment previously made in respect to the proceeds payable upon the death of the Participant under the BlackBerry Limited Deferred Share Unit Plan for Directors (the “Plan”) and directs that such proceeds be paid to:

Name of New Primary Beneficiary(ies)	Relationship to Participant	Percentage

			Revocable Irrevocable

			Revocable Irrevocable

			Revocable Irrevocable

			Revocable Irrevocable

Name of New Primary Beneficiary(ies)	Relationship to Participant	Percentage

			Revocable Irrevocable

			Revocable Irrevocable

			Revocable Irrevocable

			Revocable Irrevocable

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Minor Clause – check ( 3) if necessary

Please note that according to legal requirements, the Company cannot pay out to beneficiaries who are minors. A trustee for minor children must be designated, except in Québec where this is unacceptable at law.

¨ Trustee for Minor Children

Full Name (please print)		Relationship to Participant

is hereby appointed Director to receive any payment due on or after the Participant’s death to any BENEFICIARY DESIGNATED in this form who is a minor on the date such payment falls due.

It is hereby certified that the undersigned is/are the age of majority.

Witness other than Beneficiary	Date	Signature of Participant	Date



Witness other than Beneficiary	Date	Signature of Irrevocable or Primary Beneficiary required (if applicable)	Date

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INSTRUCTIONS

·	This form provides for two types of beneficiary designation, “primary” and “contingent” – but it is not necessary to designate both types.

·	Phrases such as “if living, otherwise”, “share and share alike” or “equally” are not necessary as these are covered by the form.

·	Beneficiaries of the same type will share equally in any death benefit payable to them unless you specify otherwise. If a beneficiary dies before the benefit is payable, his or her share will be allocated equally among any surviving beneficiaries of the same type, unless you specify otherwise.

·	The person signing the beneficiary designation form should initial any corrections to this form.

ADDITIONAL PROVISIONS RELATING TO BENEFICIARY DESIGNATION

Contingent Beneficiary: If the primary beneficiary or, where there is more than one primary beneficiary, all of the primary beneficiaries die before the Participant does, then the contingent beneficiary(ies) would become the new primary beneficiary(ies) automatically.

Irrevocable Beneficiary: If a beneficiary designation is irrevocable, the signature of the irrevocable beneficiary is required for any changes, including a change of beneficiary. With one exception, designations are revocable unless specified irrevocable. In Québec, a designation in favour of a spouse is irrevocable unless specified otherwise.

Per Stirpes: If you wish the descendants of a beneficiary to receive his or her portion of the benefit if the beneficiary should die before the Participant, you can record your beneficiary designation as being the “beneficiaries per stirpes”. If a beneficiary per stirpes dies before the Participant and has no descendants, their share is divided equally among the remaining beneficiaries.

Payment to Beneficiaries: Unless you specify otherwise, the Company will pay the death benefit (in a lump sum installments) as follows:

1. to any primary beneficiaries who are alive when a benefit is payable; or

2. if no primary beneficiary is then alive, to any contingent beneficiaries who are then alive; or

3. if no beneficiary is then alive to the Participant’s estate.

Trusts: If the beneficiary designated is the trustee of an inter vivos trust and if the Company receives proof satisfactory to it that the trust is not in effect when any death benefit is payable, then the Company will pay the death benefit as if the trust beneficiary had died before the Participant. If the beneficiary designated is the trustee of a testamentary trust, it will be deemed to be the trust which is created under a last will and testament and if, when the death benefit is payable, it is found that the last will and testament contains no trust or is not admitted to probate or the Participant died intestate, then the Company will pay the death benefit as if the trust beneficiary had died before the Participant.

SPECIMEN DESIGNATIONS

Primary	-	Mary Doe, wife
Contingent	-	John Doe and James Doe, children, children born of the marriage of, or legally adopted by, the Participant and Mary Doe
Primary	-	Mary Doe, wife
Contingent	-	John Doe, James Doe and Ann Smith, children, children born of the marriage of the Participant and Mary Doe, and the issue equally per stirpes of each contingent beneficiary who may be deceased
Primary	-	Mary Smith, wife
Contingent	-	John Smith, and Ann Smith, children. Any payment due to a beneficiary during minority shall be paid to James Smith, brother of the Participant in trust for such beneficiary
Testamentary Trust		The trustee of the trust created in the last will and testament of the Participant
Inter Vivos Trust		John Doe, Director or any successor trustee of the Trust

		Name of Trust

		Effective Date of Trust

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SCHEDULE C

SAY ON PAY POLICY

‘Say on Pay’ Advisory Vote

The Board (the “Board”) of BlackBerry Limited (the “Company”) believes that the Company’s shareholders should have the opportunity to understand the objectives, strategy and philosophy that the Board has used in its approach to executive compensation decisions and to have an advisory vote on the Board’s approach to executive compensation.

Purpose of the ‘Say on Pay’ Advisory Vote

The purpose of the ‘Say on Pay’ advisory vote is to provide appropriate accountability to the shareholders of the Company for the Board’s compensation decisions by giving shareholders a formal opportunity to provide their views on the Board’s approach to executive compensation. While shareholders will provide their collective advisory vote, the Board remains fully responsible for its compensation decisions and is not relieved of these responsibilities by a positive advisory vote by shareholders.

Form of Resolution

The management information circular distributed in advance of each annual meeting of shareholders will ask shareholders to consider an annual non-binding advisory resolution substantially in the following form:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s information circular delivered in advance of the [insert year] annual meeting of shareholders.

Approval of the above resolution will require an affirmative vote of a majority of the votes cast at the annual meeting of shareholders.

Results of the ‘Say on Pay’ Advisory Vote

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters.

The Company will disclose the results of the shareholder advisory vote as a part of its report on voting results for the meeting.

In the event that a significant number of shareholders cast votes against the resolution, the Board will consult with its shareholders, particularly those who are known by the Company to have voted against it, in order to understand their concerns. The Board will also review its approach to executive compensation in the context of those concerns. Shareholders who have voted against the resolution will also be encouraged to contact the Board to discuss their specific concerns. In the event a majority of the votes cast on the resolution are positive, but holders of a significant number of shares in the Company have voted negatively, the Board may nonetheless, at its discretion, undertake the above engagement process.

The Board will disclose to shareholders as soon as is practicable, ideally within six months of the vote, and no later than in the management information circular for its next annual meeting, a summary of the significant comments relating to compensation received from shareholders in the above engagement process and an explanation of the changes to the Company’s approach to executive compensation made or to be made by the Board or why no changes will be made.

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Review of this Policy

The Board recognizes that ‘Say on Pay’ is an evolving area in Canada and globally, and will review this Policy annually with a view to assessing its effectiveness relative to its objectives.

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SCHEDULE D

CORPORATE GOVERNANCE PRACTICES

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

1.(a)	Disclose the identity of directors who are independent.	Six of the seven current Board (“Board”) members qualify as independent directors under National Instrument 52-110 - Audit Committees (the “Audit Committee Instrument”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Corporate Governance Instrument”): Timothy Dattels, Claudia Kotchka, Richard Lynch, Bert Nordberg, Barbara Stymiest and Prem Watsa. See “Report on Corporate Governance Practices – Independence of the Board” in this Management Information Circular for further details on the Board’s determination of independence. In addition, five of the six nominees for election as directors also qualify as independent directors. If the proposed nominees to the Board are elected at the Meeting, they will continue to qualify as independent directors.

(b)	Disclose the identity of directors who are not independent, and describe the basis for that determination.	One of the current Board members, John Chen, does not qualify as an independent director under the Audit Committee Instrument and the Corporate Governance Instrument because Mr. Chen is an officer of the Company. See “Report on Corporate Governance Practices – Independence of the Board” in this Management Information Circular for further details on the Board’s determination of independence.

(c)	Disclose whether or not a majority of the directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgement in carrying out its responsibilities.	A majority (six of seven directors) of the current Board members are independent and if the nominees proposed for election as directors in this Management Information Circular are elected at the Meeting, a majority (five of six directors) of the directors will be independent.

(d)	If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	All current directorships with other public entities for each of the Board members, as well as directorships in the past five years, are set forth under “Business to be Transacted at the Meeting – Election of Directors.”

D-1

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

(e)	Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.	The independent directors met regularly without non-independent directors and members of management present during Fiscal 2014 via four in-camera sessions at regularly scheduled quarterly meetings of the Board. The independent directors of the Audit and Risk Management Committee and the CNG Committee also met in-camera at each regularly scheduled quarterly meeting of the committee.

(f)	Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.	Mr. Chen is Executive Chair of the Board. Mr. Chen is not an independent director. Mr. Watsa is the Lead Director of the Board. Mr. Watsa is an independent director and is responsible for facilitating the effective functioning of the Board independently of management of the Company and for providing independent leadership to the Board. The Board Mandate attached to this Management Information Circular as Schedule E sets out other responsibilities of the Executive Chair and the Lead Director.

(g)	Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.	The attendance record of each director other than Mr. Nordberg (who is not standing for re-election) for all Board and standing committee meetings held since the beginning of the Company’s most recently completed financial year is set forth under each director’s biography under “Business to be Transacted at the Meeting – Election of Directors”. Mr. Nordberg attended 16/19 Board meetings, 6/6 CNG Committee meetings, 14/16 Special Committee meetings, and 3/3 Strategic Planning Committee meetings.

2.	Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.	The written mandate of the Board is attached to this Management Information Circular as Schedule E. A description of the Board’s mandate is also set forth under “Report on Corporate Governance Practices – Mandate of the Board”.

3.(a)	Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	The Board mandate includes a mandate for the Executive Chair. The Board has developed written mandates for the chair of each Board committee as set out in the respective committee charters.

D-2

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

(b)	Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.	In May 2014, the Board adopted a written position description for the CEO.

4. (a)	Briefly describe what measures the Board takes to orient new members regarding (i) the role of the Board, its committees and its directors; and (ii) the nature and operation of the issuer’s business.	All new directors of the Company receive a comprehensive orientation. The orientation includes: meeting the Chair of the CNG Committee, the Chair of the Board and other independent directors as part of the selection process; receiving briefing materials relating to the Company’s operations and the operations of the Board and its committees, including the Company’s Business Standards and Principles, Board Mandate and committee Charters; advice from the Company’s internal and external legal counsel on their legal duties, corporate and securities obligations and the Company’s corporate governance procedures and policies; and meeting with Executive Officers as appropriate in order to understand the Company’s products, operations and key functions. The orientation process will be reviewed from time to time in connection with new appointments to the Board. Orientation also occurs as part of the regular business of the Board and its committees. A Board dinner also typically occurs on the evening preceding the quarterly Board meeting and provides the Board an opportunity to privately (or with management invitees) discuss the Company’s business in a more informal setting. The Board intends to review the Company’s continuing orientation and education efforts periodically as appropriate.

D-3

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

(b)	Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	The CNG Committee’s Charter formally sets out the roles of the committee with respect to continuing education, including responsibility for the development and review of director orientation and continuing education programs. Education occurs as part of the regular business of the Board and its committees. The opportunities for education of Board members, at the Board and Board committee meetings, have increased over recent years. The quarterly Board dinner is also intended to have an educational component. The Board Mandate requires that: (i) individual directors seek to participate in at least one director education program every twenty-four (24) months to remain current in, or expand upon, areas relevant to the duties of the Board and (ii) the frequency of director education should be reviewed from time to time to address changing standards in good corporate governance relating to continuing director education. In Fiscal 2014, members of Board or its committees received briefings/updates on various topics, including U.S. and Canadian securities law developments, a variety of topics in quarterly materials from Ernst & Young LLP, business, competitive and strategic matters in connection with Strategic Planning Committee meetings, revenue recognition practices, taxation and also received briefings from the Company’s financial advisors on matters relating to the Company’s strategic review process. The Board intends to review the Company’s continuing education efforts periodically as appropriate.

5. (a)	Disclose whether or not the Board has adopted a written code for the directors, officers and employees of the issuer. If the Board has adopted a written code:	The Company maintains and follows a written code of business standards and principles (the “Code”) that applies to and is acknowledged annually by all of the directors, officers and employees of the Company. The Code incorporates a number of policies and guidelines, including the Company’s Prevention of Improper Payments Policy and Insider Trading Policy:
	(i) disclose how a person or company may obtain a copy of the code;	The Code is available on the Company’s website at us.blackberry.com/company/investors/corporate-governance.html, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.

D-4

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101		Comments

	(ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and		The Board, through the Audit and Risk Management Committee, receives reports on compliance with the Code, including regarding the Company’s annual program to have employees acknowledge that they have read, understand and will comply with the Code. The Company maintains a whistleblower program and makes whistleblower reporting available to employees and external parties via a web and telephone hotline-based system supplied and operated by a third party that specializes in such reporting systems. The system allows individuals to make whistleblower reports, including anonymously, to the Company or directly to the Chair of the Audit and Risk Management Committee via the BlackBerry EthicsLink system and enables the Company or the Chair of the Audit and Risk Management Committee, as appropriate, to follow up directly with the reporter while maintaining his or her anonymity. Employees have been advised of whistleblower program as part of the Company’s annual Code acknowledgement program. Management reports on the status of whistleblower reports to the Audit and Risk Management Committee at its quarterly meetings. In addition, the Board is responsible for overseeing, directly and through its committees, an appropriate compliance program for the Company. The Company’s Risk Management and Compliance Council, which consists of senior management members representing all of the significant areas of the Company’s business, is responsible for oversight of the compliance program and internal corporate policies approved by the Board. The Risk Management and Compliance Council reports to the Chief Executive Officer. The Chair of the Risk Management and Compliance Council also makes a report to the Audit and Risk Management Committee, at least quarterly, on its activities. The committee, through its Chair, also reports to the Board, at least quarterly. In December 2013, the Board appointed a Chief Compliance Officer, reporting to the Audit and Risk Management Committee, with responsibility for creating, managing and monitoring the Company’s compliance governance program.

	(iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.		The Company has not filed any material change report since the beginning of Fiscal 2014 that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

D-5

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

(b)	Describe any steps the Board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.	If a Board member has a material interest in a transaction being reviewed by the Board, such Board member is asked to abstain from discussions and approvals relating to such transaction. In addition, the independent directors meet regularly without management and directors who are officers of the Company.

(c)	Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	The Board has approved a number of policies and procedures to provide guidance to employees concerning business choices, decisions and behaviours, including the Code. The Board and all employees are asked to acknowledge the Code on an annual basis.

6. (a)	Describe the process by which the Board identifies new candidates for Board nomination.	The CNG Committee is governed by a formal Charter and has the responsibility for nominating new directors. Potential nominees have in the past been identified by the CNG Committee through independent recruiting firms or by individual referrals. The selection criteria included criteria relating to: -the specific skill set and experience required on the Board at a given time taking into account the skill sets of the other Board members, including high technology, telecommunications, marketing and worldwide operational experience; -personal characteristics, including integrity and high ethical standards; and -other considerations.

(b)	Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.	The CNG Committee is currently composed entirely of independent directors, being: Prem Watsa (Chair), Richard Lynch, Bert Nordberg and Barbara Stymiest. Mr. Nordberg is not standing for re-election to the Board.

(c)	If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	The responsibilities of the CNG Committee include: (i) the selection and recommendation for appointment to the Board of qualified, effective directors, (ii) the review of individual directors’ qualifications and (iii) orientation and education of new directors. The responsibilities of the CNG Committee relating to nominations are set forth under “Executive and Director Compensation” and in its charter available on the Company’s website at www.blackberry.com.

D-6

	Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101	Comments

7. (a)	Describe the process by which the Board determines the compensation for the issuer’s directors and officers.	Details of the compensation paid to independent directors and officers of the Company can be found under the heading “Executive and Director Compensation” in the Management Information Circular. The process used by the Board to determine the compensation of the Company’s officers and the independent directors is set forth under “Executive and Director Compensation”.

(b)	Disclose whether or not the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.	The CNG Committee is currently composed entirely of independent directors, being: Prem Watsa (Chair) Richard Lynch, Bert Nordberg and Barbara Stymiest. Mr. Nordberg is not standing for re-election to the Board.

(c)	If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	The responsibilities of the CNG Committee are set forth under “Executive and Director Compensation” and in its charter available on the Company’s website at us.blackberry.com/company/investors/corporate-governance.html.

8.	If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Company does not currently have any standing committees other than the Audit and Risk Management Committee and the CNG Committee.

9.	Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees and its individual directors are performing effectively.	The CNG Committee monitors the effectiveness of the relationship between management and the Board, the effectiveness of the operation of the Board, Board committees and individual directors and recommends improvements to each of the above. Through an annual effectiveness questionnaire that is completed by each director, the Board, its committees, their respective chairs and individual directors (by self-assessment) are formally assessed with respect to their effectiveness and contribution. The completed questionnaires are reviewed by the Chair who subsequently discusses with each director their respective questionnaires and reports to the Board on the results of the evaluation process.

D-7

SCHEDULE E

MANDATE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED

The Board of Directors (the “Board”) of BlackBerry Limited (the “Corporation”) is responsible for supervising the management of the Corporation’s business and affairs. The Board makes major policy decisions, delegates to management the authority and responsibility for the day-to-day affairs of the Corporation and reviews management’s performance and effectiveness on an ongoing basis.

From time to time, the Board may delegate certain duties and responsibilities to committees comprised of its member directors (“Directors”). The Board has formed two standing committees, an Audit & Risk Management Committee and a Compensation, Nomination & Governance Committee, to perform certain delegated duties and responsibilities in accordance with their respective charters. From time to time, the Board may also establish special committees to review and make recommendations on specific matters. Any delegation to a standing or special committee does not relieve the Board of its overall responsibilities.

The Board may engage the services of independent advisors to assist the Board in fulfilling its duties and responsibilities. Committees of the Board also may engage the services of independent advisors in accordance with their respective charters.

Meetings of the Board will be held at least quarterly and as otherwise required.

1.	RESPONSIBILITIES OF THE BOARD

In its supervision and management of the Corporation’s business and affairs, the Board has the following responsibilities:

promoting a culture of integrity throughout the organization;

overseeing and approving the Corporation’s strategic initiatives and the implementation of such initiatives;

assessing the principal business risks of the Corporation;

overseeing the Company’s compliance activities, including in the areas of legal/regulatory compliance and corporate policies within the purview of the Board;

reviewing the Corporation’s organizational structure and succession planning;

at any time that the Board Chair is an officer or employee of the Corporation, monitoring the executive performance of the Board Chair and approving his or her compensation;

monitoring the Chief Executive Officer’s performance (including his or her monitoring of other executive management), approving his or her compensation and reviewing the Corporation’s overall compensation policy for executive managers;

adopting and monitoring a disclosure policy for the Corporation;

monitoring the integrity of internal control and management information systems; and

10)

developing the Corporation’s approach to corporate governance.

2.	BOARD CHAIR AND RESPONSIBILITIES

The Directors will elect one of the Directors to be the Board Chair. The Chair will facilitate the effective functioning of the Board and will provide leadership to the Board. The responsibilities of the Chair will include, among other things, the following:

Assume primary responsibility for the effective operation of the Board;

Act as liaison between the Board and the Chief Executive Officer and facilitate the proper flow of information to the Board from management;

In consultation with the Chief Executive Officer, take appropriate steps to foster an effective relationship between executive management personnel and the Board;

Lead the Board in monitoring and influencing strategic management;

Ensure that the responsibilities of the Board are well understood by both the Board and management;

Together with the other members of the Board, develop and maintain appropriate processes for the

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evaluation of the Chief Executive Officer and other executive management;

Lead and oversee compliance with the governance policies of the Board;

Together with the other members of the Board, develop and maintain procedures to regularly assess the effectiveness of the Board, its committees and individual Directors;

Consult with the Board, the Lead Director (if any), the Chief Executive Officer and the Corporate Secretary to set Board agendas that are based on the responsibilities of the Board and reflect current priorities and require that materials and any information sent to the Board are appropriate and timely;

10)

Convene and chair meetings of the Board in a manner that facilitates debate and encourages Director participation;

11)

Attend committee meetings as appropriate;

12)

Communicate with Directors between meetings as appropriate;

13)

Be available for consultation and direct communication with shareholders and other stakeholders, as considered appropriate;

14)

Chair annual and special meetings of the shareholders of the Corporation; and

15)

Perform such other duties and responsibilities as may be determined by the Board from time to time.

In the event of a temporary absence of the Chair, the Lead Director or, in the absence of a Lead Director, another Director chosen by the Directors will perform the responsibilities of the Chair.

3.	LEAD DIRECTOR AND RESPONSIBILITIES

At any time that the Corporation has a Chair who is not “independent” within the meaning of applicable securities laws and stock exchange rules, the independent Directors will elect one of the independent Directors to be the Lead Director with the intent that the Lead Director will provide independent leadership to the Board. The responsibilities of the Lead Director will include, among other things, the following:

Assume primary responsibility for the independence of the Board from management, and ensure that the boundaries between the Board and management are clearly understood and respected;

Convene and chair sessions of the Board, including at each quarterly scheduled meeting, consisting exclusively of independent directors in a manner that facilitates debate and encourages Director participation, and consult with the Chair on any matters arising out of such sessions;

Communicate with independent Directors and the Chief Executive Officer between meetings as appropriate, including with respect to Board agendas;

In consultation with the Compensation, Nominating and Governance Committee and the independent Directors, develop and review the Chair’s position description and the position description of the Chief Executive Officer and lead the Board’s review and discussion of their performance; and

Ensure that the Board has sufficient resources to conduct its business independently in accordance with the principles set out in this Mandate and applicable law.

In the event of a temporary absence of the Lead Director, one of the other independent Directors, as determined by a majority of the independent Directors, will perform the responsibilities of the Lead Director.

4.	INDIVIDUAL MEMBER RESPONSIBILITIES

In order to facilitate the Board fulfilling its role, each Director of the Board will:

Time and Attention: Attend, to the best of their ability, all Board and committee meetings, review materials in advance of those meetings and take an active part in Board discussions.

Best Practices: Strive to perform his or her duties in keeping with current and emerging corporate governance practices for directors of publicly traded corporations and the policies of the Corporation.

Continuing Education: Seek to participate in at least one director education program every twenty-four (24) months to remain current in, or expand upon, areas relevant to the duties of a Director. The frequency of Director education should be reviewed from time to time to address changing standards in good corporate governance relating to continuing director education.

Change of Employment Notification: Promptly notify the Board of any change in the Director’s employer or employment status to ensure that the impact on the Board, if any, and its ability to fulfill its role, can be

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evaluated by the Board.

Limit on Board Service: Without the prior consideration and approval of the Board, refrain from serving concurrently on more than six (6) public company boards of directors or, in the case of any Director who is the chief executive officer of a public company, on more than three (3) public company boards of directors including the board of the public company of which the Director is the chief executive officer.

Conflicts of Interest: Advise the Board of any conflicts, or potential conflicts, of interest in accordance with the Corporation’s Code of Business Standards and Principles.

5.	CONTACTING THE BOARD

Members of the Board can be contacted through the Corporate Secretary of the Corporation who may be contacted through the Corporation’s head office at:

2200 University Avenue East

Waterloo, Ontario

Canada N2K 0A7

Tel: (519) 888-7465

6.	ANNUAL REVIEW OF BOARD MANDATE

This Mandate of the Board will be reviewed annually and updated as the Board deems appropriate.

For the month of	May	2014
Commission File Number	000-29898
BlackBerry Limited
(Translation of registrant’s name into English)
2200 University Avenue East, Waterloo, Ontario, Canada N2K 0A7
(Address of principal executive offices)

Document
1	Notice of Availability of Proxy Materials for Anuual and Special Meeting.
2	Notice of Annual and Special Meeting of the Shareholders.
3	Management Information Circular.
4	Form of Proxy.

NOTICE TO UNITED STATES SHAREHOLDERS			1
CURRENCY			1
QUESTIONS AND ANSWERS ON VOTING RIGHTS AND SOLICITATION OF PROXIES			2
BUSINESS TO BE TRANSACTED AT THE MEETING			6
	1.	Presentation of Financial Statements	6
	2.	Election of Directors	6
	3.	Re-appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration	13
	4.	Confirmation of By-Law No. A4 of the Company	14
	5.	Approval of the DSU Plan	15
	6.	Advisory Vote on Executive Compensation	19
EXECUTIVE COMPENSATION			20
	1.	Compensation Discussion and Analysis	20
	2.	Directors’ Compensation	47
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS			50
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			50
INDEMNIFICATION			50
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			51
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			51
REPORT ON CORPORATE GOVERNANCE PRACTICES			59
BOARD COMMITTEES			61
ADDITIONAL INFORMATION			64
APPROVAL			64

John Chen, California, United States (Non-Independent Director)
		Mr. Chen, 58, has served as Chief Executive Officer of the Company and Executive Chair of the Board since November 2013. Prior to joining the Company, Mr. Chen was the Chairman and Chief Executive Officer of Sybase Inc. from 1998 to 2012. Prior to Sybase, Mr. Chen held executive positions at Siemens AG, Pyramid Technology Corp. and Burroughs Corp. He started his career as a design engineer with Unisys Corp. Mr. Chen has a bachelor’s degree in electrical engineering from Brown University and a master’s degree in electrical engineering from California Institute of Technology (Caltech). Mr. Chen holds several honorary degrees and has received awards and honors for his leadership in building U.S.-Asia relations. Mr. Chen was appointed to serve on the President’s Export Council in 2005 and was appointed as co-chair of the Secure Borders and Open Doors Advisory Committee in 2006. He has also chaired the U.S-China Policy Advisory Roundtable for the Center for Strategic and International Studies. Mr. Chen is also a Special Advisor to Silver Lake, a private investment firm, and a trustee of Caltech.
Board/Committee Membership			Attendance			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board1			1/1		100%	Current Boards The Walt Disney Company Wells Fargo & Company Other Boards in Past 5 Years None Board Interlock None		2004 - present 2006 - present
Overall attendance			1/1		100%
Areas of Expertise
· Advanced Technology · Industry and Research Experience · Executive Leadership · Strategic Leadership · International Business
Securities Held
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)		Total value of Common Shares/DSUs
As of the Record Date	50,000			N/A			50,000		$364,500
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld		% of Votes Withheld
2013	N/A			N/A			N/A		N/A

Timothy Dattels, Hong Kong, China (Independent Director)
		Mr. Dattels, 55, has served as a director of the Company since July 2012. He has an MBA from Harvard Business School and a BA (Honors) from the University of Western Ontario. Mr. Dattels is a Senior Partner of TPG Capital, LP. Prior to joining TPG, Mr. Dattels served as a Partner and Managing Director of Goldman Sachs and was head of Investment Banking for all Asian countries other than Japan. In addition to the public board memberships listed below, Mr. Dattels is a trustee of the San Francisco Ballet, San Francisco Jazz and the World Affairs Council.
Board/Committee Membership			Attendance			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board			19/19		100%	Current Boards Shangri-La Asia Ltd. Other Boards in Past 5 Years Sing Tao News Corp. Ltd. Parkway Holdings Limited Board Interlock None		2004 - present 2003 - 2010 2005 - 2010
Audit and Risk Management Committee1			2/2		100%
Strategic Planning Committee			3/3		100%
Special Committee2			16/16		100%
Overall attendance			40/40		100%

Areas of Expertise
· Corporate Finance · Investment Management · Corporate Strategy · International Business
Securities Held
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)	Total value of Common Shares/DSUs
As of the Record Date	-			56,023			56,023	$408,408
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld	% of Votes Withheld
2013	241,472,242			99.38			1,508,615	0.62

Schedule A – By-Law No. A4	A-1
Schedule B – BlackBerry Limited Deferred Share Unit Plan for Directors	B-1
Schedule C – Say On Pay Policy	C-1
Schedule D – Corporate Governance Practices	D-1
Schedule E – Mandate of the Board of Directors of BlackBerry Limited	E-1

Claudia Kotchka, Ohio, United States (Independent Director)
		Ms. Kotchka, 62, has served as a director of the Company since July 2011. She has a BBA, Cum Laude, from Ohio University and is a Certified Public Accountant. Ms. Kotchka held various executive roles during her 31 year career at Procter & Gamble, including Vice-President, Design Innovation & Strategy from 2001 to 2009. Ms. Kotchka is an independent consultant to Fortune 500 companies on innovation, strategy and design. She is also a speaker at conferences and forums on design and innovation and has been featured in numerous books and articles on innovation. She is a member of the board of trustees of the Smithsonian Cooper-Hewitt, National Design Museum in New York and is a regular guest lecturer at Stanford University.
Board/Committee Membership			Attendance			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board			18/19		95%	Current Boards None Other Boards in Past 5 Years None Board Interlock None
Audit and Risk Management Committee			8/9		89%
Strategic Planning Committee			3/3		100%
Overall Attendance			29/31		94%
Areas of Expertise
· Brand Marketing and Communications · Design, Innovation and Strategy · Executive Leadership · Strategic Management
Securities Held
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)	Total value of Common Shares/DSUs
As of the Record Date	-			47,864			47,864	$348,929
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld	% of Votes Withheld
2013	240,091,033			98.81			2,890,024	1.19

Richard Lynch, Pennsylvania, United States (Independent Director)
		Mr. Lynch, 65, has served as a director of the Company since February 2013. Mr. Lynch has a bachelor’s and master’s degrees in electrical engineering from Lowell Technological Institute (now University of Massachusetts) and post-graduate executive education from the Wharton School at the University of Pennsylvania and the Johnson School of Management at Cornell University. Mr. Lynch is President of FB Associates, LLC, which provides advisory and consulting services at the intersection of technology, marketing and business operations. Prior to his current role, Mr. Lynch served as Executive Vice-President & Chief Technology Officer of Verizon Communications and Verizon Wireless. He is a Fellow of The Institute of Electrical and Electronic Engineers and currently serves as a Director of Ruckus Wireless Inc. and Sonus Networks, Inc. Mr. Lynch has also served on a number of professional organizations including the GSM Association, the CDMA Development Group, the Federal Communications Commission Technical Advisory Committee and the Communications Security Reliability and Interoperability Council. Mr. Lynch has been honored with the President’s Award by the Cellular Telecommunications and Internet Association and has also been inducted into the Wireless History Foundation’s Hall of Fame.
Board/Committee Membership			Attendance			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board			17/19		89%	Current Boards Ruckus Wireless Inc. Sonus Networks, Inc. Other Boards in Past 5 Years TranSwitch Corporation Board Interlock None		2012 - present February 2014 - present 2010 - 2013
Compensation, Nomination and Governance Committee			6/6		100%
Strategic Planning Committee			3/3		100%
Special Committee1			14/14		100%
Overall attendance			40/42		95%
Areas of Expertise
· Advanced Technology · Industry and Research Experience · Executive Leadership · Strategic Leadership
Securities Held
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)	Total value of Common Shares/DSUs
As of the Record Date	-			32,119			32,119	$234,148
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld	% of Votes Withheld
2013	239,216,635			98.45			3,762,225	1.55

Barbara Stymiest, Ontario, Canada (Independent Director)
		Ms. Stymiest, 57, has served as a director of the Company since March 2007 and as Chair of the Audit and Risk Management Committee since November 2013. Ms. Stymiest was Chair of the Company from January 2012 until November 2013. She has an HBA from the Richard Ivey School of Business, University of Western Ontario and an FCA, FCPA from the Chartered Professional Accountants of Ontario. Ms. Stymiest is currently a corporate director. From 2004 to 2011, Ms. Stymiest was a member of the Group Executive of the Royal Bank of Canada which is responsible for the Bank’s overall strategic direction. Prior to that, she held positions as Chief Executive Officer at TSX Group Inc., Executive Vice-President and Chief Financial Officer at BMO Nesbitt Burns and Partner of Ernst & Young LLP. Ms. Stymiest is currently a director of George Weston Limited, Sun Life Financial Inc., University Health Network, and the Canadian Institute for Advanced Research. She has also served on a number of professional and charitable organizations including the Canadian Institute for Chartered Accountants’ Accounting Oversight Committee, United Way Campaign Cabinet and the Royal Ontario Museum.
Board/Committee Membership			Attendance			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board			19/19		100%	Current Boards George Weston Limited Sun Life Financial Inc. Other Boards in Past 5 Years None Board Interlock None		2011 - present 2012 - present
Audit and Risk Management Committee			9/9		100%
Compensation, Nomination and Governance Committee			6/6		100%
Strategic Planning Committee			3/3		100%
Special Committee			16/16		100%
Overall attendance			53/53		100%
Areas of Expertise
· Accounting and Corporate Finance · Corporate Governance · Risk Management · Executive Leadership · Strategic Management · Public Company Board Experience
Securities Held
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)	Total value of Common Shares/DSUs
As of the Record Date	10,000			64,420			74,420	$542,522
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld	% of Votes Withheld
2013	197,965,264			81.47			45,016,593	18.53

Prem Watsa, Ontario, Canada (Independent Lead Director)
		Mr. Watsa, 64, served as a director of the Company from January 2012 to August 2013 and has been the Lead Director of the Board and Chair of the Compensation, Nomination and Governance Committee since November 2013. He has a bachelor’s degree in chemical engineering from the Indian Institute of Technology in Madras, India and obtained his MBA from the Richard Ivey School of Business at the University of Western Ontario. He is also a holder of the Chartered Financial Analyst designation. Mr. Watsa is currently Chairman and has served as Chief Executive Officer of Fairfax Financial Holdings Limited (“Fairfax”) since 1985. He is also Vice President of Hamblin Watsa Investment Counsel, Chairman of Odyssey Re, Crum & Forster and Northbridge Financial Corporation, and a director of Zenith National (all subsidiaries of Fairfax). Prior to joining Fairfax, he held various positions with Confederation Life Insurance Company and GW Asset Management. In addition to the public boards indicated below, Mr. Watsa is a member of the board of trustees of the Hospital for Sick Children Foundation, a member of the Advisory Board for the Richard Ivey School of Business, a member of the board of directors of the Royal Ontario Museum Foundation, and Chairman of the Investment Committee of St. Paul’s Anglican Church in Toronto.
Board/Committee Membership			Attendance1			Public Board Membership in Past Five Years & Interlock
						Name of Issuer		Period of Service
Board			7/7		100%	Current Boards Fairfax Financial Holdings Limited Other Boards in Past 5 Years Bank of Ireland ICICI Bank Board Interlock None		1985 - present 2012 - 2013 2004 - 2011
Compensation, Nomination and Governance Committee			1/1		100%
Strategic Planning Committee			2/2		100%
Special Committee			2/2		100%
Overall attendance			13/13		100%
Areas of Expertise
· Corporate Finance · Investment Management · Executive Leadership
Securities Held2
	Common Shares (#)			DSUs (#)			Total Common Shares/DSUs (#)	Total value of Common Shares/DSUs
As of the Record Date	129,000			6,509			135,509	$987,861
2013 Annual Meeting Voting Results
Year	Votes For			% of Votes For			Votes Withheld	% of Votes Withheld
2013	235,820,585			97.05			7,161,272	2.95

	Fiscal 2014	Fiscal 2013
Audit Fees	$5,128,000	$4,195,000
Audit-Related Fees	$167,000	$107,000
Tax Fees	$11,000	$13,000
Total Fees	$5,306,000	$4,315,000

Section	Title	Purpose	Page
A	Executive Summary - BlackBerry Fiscal 2014 Achievements	Describes the Company’s key achievements in Fiscal 2014, as well as their impact on Chief Executive Officer compensation.	20
B	Compensation Changes for Fiscal 2014 and Fiscal 2015	Describes the Company’s executive compensation changes in Fiscal 2014 and Fiscal 2015.	23
C	Executive Compensation Philosophy and Elements of Executive Officer Compensation	Describes the strategic objectives and principles underlying the Company’s compensation philosophy and outlines the elements of executive compensation, including why the Company chooses to pay each element.	24
D	Executive Compensation Decision-Making	Describes the Company’s executive compensation decision making process and the comparator group considered to assess the competitiveness of the Company’s executive compensation and to support executive compensation decisions. Describes details of incentive and equity-based compensation for the NEOs.	26
E	Compensation Risk Management	Describes how the Company’s compensation practices take risk into account.	37
F	Company Total Shareholder Return vs. Indices and Aggregate NEO Compensation	Compares the Company’s cumulative total shareholder return to the TSX/NASDAQ indices and aggregate NEO compensation.	39
G	Summary Compensation Table and Disclosures	Describes the actual compensation awarded to each of the NEOs.	40

Strategic Objective	General Principle
Build a world-class executive team	Establish a strong executive team with the ability to transition the organization and build a strong foundation for ongoing success in a fiercely competitive market. Identify and engage leaders capable of executing a high-profile, global roll-out of products and services with minimal margin for error, while preserving liquidity and stabilizing the Company’s share price.
Attract, motivate and retain exceptionally talented, high performing, entrepreneurial executives	Design a total executive compensation program that is market competitive. The Company seeks to align compensation with the Executive Officers’ experience, competency and contribution.
Establish a clear performance linkage aligning compensation to business and individual performance	The Company seeks to utilize a pay for performance philosophy. Compensation programs will be linked with measures critical to the success of the Company’s business. The Executive Officers’ individual performance objectives and outcomes will impact compensation outcomes. This principle has changed for Fiscal 2015 with far greater emphasis on Company and business unit objectives and performance, rather than individual performance.
Align to external market but balance with simplicity and Company culture	The Company will utilize a specific set of high technology comparators that are relevant to the Company to understand overall market practices. The Company will also periodically review Canadian general industry comparators to ensure a balanced view of trends; however U.S.-based data is emphasized as the U.S. is the Company’s primary market for executive talent. The Company’s overall Executive Officer compensation philosophy highly values simplicity. The Company’s program design will seek to emphasize the Company’s unique culture and entrepreneurial spirit.

Strategic Objective	General Principle
Align short-term compensation to Company objectives and outcomes	The Company’s AIP aligns the Company’s executives to the Company’s short-term objectives.
Align long-term compensation to shareholder interests	The Company’s long-term incentive programs link executive compensation to shareholder interests.
Appropriately manage risks arising from the Company’s compensation policies and practices	The Company will review annually the risk management and controls of the Company’s compensation and benefits arrangements, including the administration of the equity-based plans, with the CNG Committee. The Company will monitor market practices and trends to ensure continued effectiveness of compensation governance, including the engagement of independent third party advisors where appropriate.
Encourage and recognize value‐based leadership behaviors	Each Executive Officer’s performance outcome will be assessed not only on what the Executive Officer achieves but also based on how the Executive Officer achieves results. Performance outcomes directly impacted compensation in Fiscal 2014.
Provide benefits that are fair and reasonably competitive	The Company’s Executive Officers participate in the same benefit plans as other employees. Some supplemental benefit programs may be offered for competitive reasons. The Company will generally be more conservative than market practice with respect to benefits.

Elements	Purpose of the Compensation Elements
Base Salary (Annual Fixed)	· This element provides minimum compensation to secure day-to-day services and reflects the Executive Officer’s role within the Company, personal performance, experience and contribution to the business of the Company, the size and stage of development of the Company and competitive benchmarks.
Annual Incentive (Annual Variable)	· The AIP is designed to motivate and reward an Executive Officer for contribution to the achievements of the Company and individual goals set for the fiscal year.
Long-Term Incentive (Long-Term Variable)	· This element allows Executive Officers to receive compensation under the Equity Incentive Plan. · The Equity Incentive Plan is designed to (a) advance the interests of the Company by encouraging equity participation through the acquisition of Common Shares, (b) enable the Company to attract and retain experienced and qualified executives in a highly competitive marketplace, and (c) align the interests of Executive Officers with the interests of shareholders by providing incentives which promote the creation and maintenance of shareholder value.
Retirement Savings (Long-Term)	· This element is designed to assist Executive Officers in saving for their retirement. · Other than the retirement savings plans and Company matching program made available to all employees of the Company, the Company’s approach to retirement savings is for Executive Officers to be responsible for their retirement savings.

Topic	Q1 Fiscal 2014	Q2 Fiscal 2014	Q3 Fiscal 2014	Q4 Fiscal 2014
Topic	March – May 2013	June – August 2013	September – November 2013	December 2013 – February 2014
Base Salary	Fiscal 2014 Base Salary Increases Approved (Determined May, Effective June)
Annual Incentive	Fiscal 2014 Incentives Plan Design and Metrics Approved (February 2013)	Fiscal 2014 Incentives Targets Approved (June)		Fiscal 2014 Incentives Payment Approved (March 2014, Payout Effective April 2014)
Long-Term Incentive		Fiscal 2014 Regular Annual Long-Term Incentive Awards Design Approved (June)	Fiscal 2014 Regular Annual Long-Term Incentive Awards Cash Approved (September)	Fiscal 2014 Regular Annual Long-Term Incentive Awards Equity Approved and Granted (December)

High Technology Comparator Group
Comparator Company Corporate Information*
(Millions)
Company Name	Revenue1	Market Cap2	Global
Amazon.com	$61,093	$121,133	X
Applied Materials	$8,103	$16,177	X
Broadcom	$8,184	$19,732	X
Cisco Systems	$47,252	$111,412	X
Corning	$8,012	$19,633	X
eBay	$14,543	$70,225	X
EMC	$21,714	$50,335	X
Google	$53,499	$262,065	X
Micron Technology	$8,047	$10,240	X
Motorola Solutions	$8,698	$17,679	X
Nokia	$37,854	$12,283	X
Qualcomm	$20,458	$115,012	X
SAP AG	$21,540	$98,903	X
Symantec	$6,839	$17,009	X
Texas Instruments	$12,519	$39,318	X
Xerox	$22,243	$10,525	X
Yahoo!	$4,906	$26,240	X
75th Percentile	$22,243	$98,903
50th Percentile	$14,543	$26,240
25th Percentile	$8,103	$17,009
BlackBerry	$11,073	$7,571	X

Canadian Comparator Group
Comparator Company Corporate Information*
(Millions)
Company Name	Revenue1
Agrium	$16,686
BCE	$20,059
Bombardier	$16,769
Canadian National Railway	$10,050
Canadian Natural Resources	$14,651
Celestica	$6,189
Cenovus Energy	$16,913
CGI Group	$6,279
CIBC	$16,956
Potash Corp of Saskatchewan	$7,927
Rogers Communication	$12,583
Shoppers Drug Mart	$10,793
Sun Life Financial	$17,633
TransCanada	$8,041
Teck Resources	$10,136
TELUS	$10,863
25th Percentile	$9,540
50th Percentile	$11,711
75th Percentile	$16,793
BlackBerry	$11,073

* Data sourced from Standard & Poor’s Capital IQ. Revenue amounts for companies reporting in Canadian currency have been converted to U.S. dollars using the Bank of Canada average noon exchange rate of $1 = CDN $0.999 for Fiscal 2013.
1. Revenue reflects trailing four quarter information available as of March 31, 2013, other than for the Company, which information is as of March 2, 2013.


	Base Salary for Fiscal 2013		Base Salary for Fiscal 2014
Name	CDN	USD1	CDN	% Increase	USD2
John Chen3	Not Applicable				$1,000,000
James Yersh4	$308,838	$300,280	$322,000 (until November 25, 2013) $500,000 (effective November 25, 2013)	4% 55%	$311,925 $473,754
Steve Zipperstein		$700,000		0%	$700,000
Nigel Perks5	Not Applicable		$470,000	Not Applicable	$455,294
Dan Dodge	$467,977	$455,009	$475,000	2%	$460,138

Thorsten Heins6	$1,000,000	$972,290	$1,500,000	50%	$1,458,435
Brian Bidulka	$626,000	$608,653	$700,000	12%	$678,097
Andrew Bocking7	$312,006	$303,360	$400,000	28%	$387,484

Fiscal 2014
Measure	Threshold	Target	Max	Fiscal 2014 Actual	Score	Weighting	Weighted Result
Revenue (Billion)	$15.00	$17.46	$19.00	$6.81	< Threshold	25%	0%
EPS	($0.46)	($0.23)	$0.00	($1.35)	< Threshold	25%	0%
Corporate Metrics
Metric 1: Liquidity Position (Billion, Fiscal 2014 Ending Cash Balance + Line of Credit Availability)	$2.00	$2.50	$3.00	$1.41	< Threshold	25%	0%
Metric 2: BB10 Success	Outcome meets some criteria	Successful Performance	Outcome exceeds most key criteria	Miss	< Threshold	25%	0%
2014 Company Performance Factor							0%

Name	Annual	Individual	Fiscal 2014 Actual Incentive Award
	Incentive Target %	Performance Modifier	CDN	USD1	% of Eligible AIP Award Received
John Chen2	200%	1.00		$653,846	200%
James Yersh3	100%	1.00	$95,597	$91,372	26%
Steve Zipperstein4	100%	1.00	-	-	0%
Nigel Perks2	75%	1.00	$113,546	$108,528	26%
Dan Dodge	75%	1.00	$124,262	$118,770	26%

Thorsten Heins	150%	0.00	-	-	0%
Brian Bidulka	100%	0.00	-	-	0%
Andrew Bocking2	75%	1.00	$92,677	$88,581	24%

Name	Award Type	Award	Date	Grant Price	# Granted	Value
John Chen	RSUs	New Hire	November 13, 2013	$6.52	13,000,000	$84,773,000
	Total					$84,773,000
James Yersh	RSUs	Promotion	December 23, 2013	$7.47	200,803	$1,499,998
	RSUs	Annual Award	December 23, 2013	$7.47	22,311	$166,663
	Total					$1,666,662
Steve Zipperstein	RSUs	Annual Award	December 23, 2013	$7.47	223,114	$1,666,662
	Total					$1,666,662
Nigel Perks	RSUs	New Hire	July 2, 2013	$9.70	51,546	$499,996
	RSUs	Annual Award	December 23, 2013	$7.47	116,019	$866,662
	Total					$1,366,658
Dan Dodge	RSUs	Annual Award	December 23, 2013	$7.47	89,245	$666,660
	Total					$666,660

Thorsten Heins1	RSUs	Special Award	July 2, 2013	$9.70	2,319,587	$22,499,994
	PSUs	Special Award	July 2, 2013	$9.70	1,159,793	$11,249,992
	Total					$33,749,986
Brian Bidulka 2	RSUs	Annual Award	December 23, 2013	$7.47	196,340	$1,466,660
	Total					$1,466,660
Andrew Bocking 3	RSUs	Annual Award	December 23, 2013	$7.47	89,245	$666,660
	Total					$666,660

	February 28, 2009	February 27, 2010	February 26, 2011	March 3, 2012	March 2, 2013	February 28, 2014
BBRY	100.00	177.47	165.22	34.53	33.20	25.04
NASDAQ	100.00	162.45	201.84	216.00	230.05	312.67
TSX	100.00	143.17	172.99	155.65	157.25	174.93

Summary Compensation Table1
					Non-Equity Incentive Plan Compensation ($)
Name and Principal Position	Year2	Salary ($)3	Share-based Awards ($)4	Option-based Awards ($)5	Annual Incentive Plans6	Pension Value ($)7	All Other Compensation ($)	Total Compensation ($)
John Chen	2014	$326,374	$84,773,000	$0	$653,846	$0	$0	$85,753,220
Executive Chair & Chief Executive Officer

James Yersh	2014	$350,204	$1,666,662	$0	$1,098,150	$13,141	$0	$3,128,156
Chief Financial Officer	2013	$307,467	$656,244	$99,710	$161,627	$10,363	$0	$1,235,410
	2012	$298,273	$1,188,609	$0	$570	$12,509	$0	$1,499,960

Steve Zipperstein	2014	$700,000	$1,666,662	$0	$1,433,334	$12,654	$0	$3,812,649
Chief Legal Officer & Corporate Secretary	2013	$467,308	$3,068,741	$113,006	$1,300,708	$24,538	$0	$4,974,301

Nigel Perks	2014	$413,439	$1,366,658	$0	$733,023	$0	$168,6018	$2,681,721
EVP, Human Resources

Dan Dodge	2014	$452,459	$666,660	$0	$469,551	$12,134	$0	$1,600,805
President/Chief Executive Officer/Chief Technology	2013	$466,209	$712,492	$199,424	$1,055,368	$12,812	$0	$2,446,304
Officer (QNX)	2012	$593,210	$189,760	$0	$179,178	$12,245	$0	$974,393

Thorsten Heins	2014	$1,008,323	$33,749,9869	$0	$2,867,418	$2,193	$12,073,87510	$49,701,796
Former President & Chief	2013	$1,000,974	$2,999,997	$3,190,836	$1,717,295	$14,776	$141,199	$9,065,077
Executive Officer	2012	$670,222	$9,538,675	$0	$0	$13,311	$52,116	$10,274,324

Brian Bidulka	2014	$652,742	$1,466,660	$0	$669,064	$11,928	$2,097,00211	$5,630,730
Former Chief Financial	2013	$621,759	$1,499,995	$531,805	$419,335	$12,590	$0	$3,085,483
Officer	2012	$582,020	$711,600	$0	$0	$11,664	$0	$1,305,284

Andrew Bocking	2014	$337,452	$666,660	$0	$1,213,605	$12,192	$199,66812	$2,429,578
Former EVP, Software	2013	$309,536	$899,988	$119,653	$213,728	$12,524	$0	$1,555,430
Product Management & Ecosystem	2012	$248,865	$509,980	$0	$5,553	$11,806	$0	$776,204

	Option-based Awards				Share-based Awards
Name and Principal Position	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)1	Option Expiration Date	Value of Unexercised In-the-Money Options ($)2	Number of RSUs That Have Not Vested (#)	Market or Payout Value of RSUs That Have Not Vested ($)3	Market or Payout Value of Vested RSUs Not Paid Out or Distributed ($)
John Chen	0	-	-	-	13,000,000	$130,000,000	-
Executive Chair & Chief Executive Officer
James Yersh	10,000	$78.04	6-Apr-15	-	293,331	$2,933,310	-
Chief Financial Officer	23,854	$7.69	1-Oct-17	$72,376
Steve Zipperstein	27,035	$7.86	1-Oct-17	$57,855	483,397	$4,833,970	-
Chief Legal Officer & Corporate Secretary
Nigel Perks	0	-	-	-	167,565	$1,675,650	-
EVP, Human Resources
Dan Dodge	47,709	$7.69	1-Oct-17	$144,755	154,559	$1,545,590	-
President/Chief Executive Officer/Chief Technology Officer (QNX)

Thorsten Heins	254,4534	$7.69	13-May-14	$772,045	05	$0	-
Former President & Chief Executive Officer
Brian Bidulka	30,000	$73.48	3-Jul-14	-	338,5665	$3,385,660	-
Former Chief Financial Officer	127,226	$7.69	28-May-16	$386,021
Andrew Bocking	190,8346	$7.69	21-Oct-14	$57,900	177,9235	$1,779,230	-
Former EVP, Software Product Management & Ecosystem

Name and Principal Position	Option-based Awards - Value Vested During the Year ($)1	Share-based Awards - Value Vested During the Year ($)2	Non-equity Incentive Plan Compensation - Value Earned During the Year ($)3
Name and Principal Position	Option-based Awards - Value Vested During the Year ($)1	Share-based Awards - Value Vested During the Year ($)2
John Chen	$0	$0	$653,846
Executive Chair & Chief Executive Officer
James Yersh	$3,848	$413,098	$1,098,150
Chief Financial Officer
Steve Zipperstein	$541	$1,030,725	$1,433,334
Chief Legal Officer & Corporate Secretary
Nigel Perks	$0	$0	$733,023
EVP, Human Resources
Dan Dodge	$7,695	$903,221	$469,551
President/Chief Executive Officer/Chief Technology Officer (QNX)

Thorsten Heins	$123,126	$1,478,108	$2,867,418
Former President & Chief Executive Officer
Brian Bidulka	$20,521	$706,715	$669,064
Former Chief Financial Officer
Andrew Bocking	$4,617	$433,815	$1,213,605
Former EVP, Software Product Management & Ecosystem

Name	Accumulated Value at Start of Year ($)1	Compensatory ($)2	Accumulated Value at Year End ($)3
John Chen	$0	$0	$0
Executive Chair & Chief Executive Officer
James Yersh	$3,481	$13,141	$8,868
Chief Financial Officer
Steve Zipperstein	$29,791	$12,654	$66,815
Chief Legal Officer & Corporate Secretary
Nigel Perks	$0	$0	$0
EVP, Human Resources
Dan Dodge	$57,418	$12,134	$84,529
President/Chief Executive Officer/Chief Technology Officer (QNX)

Thorsten Heins	$160,440	$2,193	$186,489
Former President & Chief Executive Officer
Brian Bidulka	$155,055	$11,928	$193,802
Former Chief Financial Officer
Andrew Bocking	$28,514	$12,192	$57,200
Former EVP, Software Product Management & Ecosystem

Termination without Cause or for Good Reason – Change of Control	· Termination for “good reason” includes a “Change of Control”. If within 24 months after a Change of Control the Company terminates Mr. Chen, or Mr. Chen terminates the agreement, he shall be entitled to the same benefit package he would have received had the Company terminated him without cause.
Termination with Cause	· Company will pay any unpaid base salary earned to the date of termination.

Termination without Cause or for Good Reason – General	· Company will provide: o current annual base salary for 12 months, plus one month of base salary per completed year of service, to a maximum of 24 months from the date of termination (the “Severance Period”); o regular contributions to continue all non-equity benefits for the duration of the Severance Period; o all entitlements pursuant to any Company equity-based plans continue to vest during the Severance Period, and once vested are exercisable in accordance with the terms of the applicable plan(s) and agreement(s); and o AIP payment for the fiscal year in which termination occurs, pro-rated for the period up to the date of termination.
Termination without Cause or for Good Reason – before or within 24 months following a Change of Control	· Company will make a lump sum payment equal to two times base salary. · Company will continue to make regular contributions to continue all non-equity benefits for 24 months (to the extent permitted). · Company will pay an amount equal to base salary as of the date of termination, multiplied by the then current applicable AIP target percentage times two. · If terminated without cause or the acquirer (or successor to the Company, as the case may be) does not assume or replace equity grants on substantially similar terms, all outstanding equity will immediately and automatically become fully vested without the necessity of terminating employment for “good reason” and all such vested rights will be exercisable for the shorter of (i) one year following the termination or the effective date of the Change of Control, as applicable or (ii) the applicable period of time under the governing plan or agreement.
Voluntary resignation or termination for Just Cause	· No entitlement to compensation except for unpaid base salary, vacation earned to date of termination and reasonable unpaid expenses. All benefits cease on date of termination.

	Base Salary	Annual Incentive	Benefits	Retirement Savings	Equity Awards1	Total2
Termination
John Chen	$2,000,000	$4,000,000	$85,816	$19,500	$130,000,000	$136,105,316
James Yersh	$677,029	$477,903	$7,095	$32,863	$1,276,374	$2,471,265
Steve Zipperstein3	$1,108,333	$1,108,333	$28,242	$20,583	$2,641,399	$4,906,892
Nigel Perks	$449,229	$0	$17,401	$23,197	$171,820	$661,647
Dan Dodge	$567,510	$0	$6,400	$28,997	$394,832	$997,738
Change of Control
John Chen	$2,000,000	$4,000,000	$85,816	$19,500	$130,000,000	$136,105,316
James Yersh	$955,806	$955,806	$10,016	$46,395	$2,981,559	$4,949,582
Steve Zipperstein	$1,400,000	$1,400,000	$35,675	$26,000	$4,872,539	$7,734,214
Nigel Perks	$898,458	$673,843	$34,801	$46,395	$1,675,650	$3,329,147
Dan Dodge	$908,016	$681,012	$10,240	$46,395	$1,642,094	$3,287,756

Compensation1	Fiscal 2014	Fiscal 2013
Initial Retainer2	$150,000	$150,000
Annual Board retainer: initial year with 100% paid in DSUs; thereafter, 60% paid in DSUs and 40% payable in either cash and/or DSUs at the election of the director3	$200,000	$200,000
Additional annual retainer for Board Chair4	$75,000	$40,000
Additional annual retainer for Audit and Risk Management Committee Chair	$25,000	$25,000
Additional annual retainer for CNG Committee Chair	$20,000	$20,000
Additional annual retainer for Strategic Planning Committee Chair5	$10,000	$10,000

Name	Total Fees Earned ($)1	Amounts Paid in Cash ($)	Amounts Paid In DSUs ($)	% of Total Fees Earned Taken in DSUs
Current Directors
Timothy Dattels	$191,168	-	$191,168	100%
Claudia Kotchka	$191,168	-	$191,168	100%
Richard Lynch	$191,168	-	$191,168	100%
Bert Nordberg2	$197,890	$33,276	$164,614	83%
Barbara Stymiest3	$248,676	$40,192	$208,484	84%
Prem Watsa4	$147,998	-	$147,998	100%

Directors who served during part of Fiscal 2014
David Kerr	$151,254	$93,904	$57,350	38%
Mike Lazaridis	-	-	-	n/a
Roger Martin	$145,031	$44,667	$100,364	69%
John Richardson	$47,792	$19,117	$28,675	60%
John Wetmore	$52,571	$11,948	$40,623	77%

	DSU Awards
Name	Number of DSUs that have been Credited but not Redeemed (#)	Market Value of DSUs that have been Credited but not Redeemed1, 2
Current Directors3
Tim Dattels	56,023	$560,230
Claudia Kotchka	47,864	$478,640
Richard Lynch	32,119	$321,190
Bert Nordberg4	29,428	$294,280
Barbara Stymiest	64,420	$644,200
Prem Watsa	6,509	$65,090

Plan Category	Number of Common Shares to be issued upon exercise of Prior Options and Options or vesting of Prior RSUs and RSUs	Weighted-average exercise price of outstanding Prior Options and Options	Number of Common Shares remaining available for future issuance under the equity compensation plans
Equity compensation plans approved by shareholders	10,573,832	$12.08	13,836,671
Equity compensation plans not approved by shareholders	10,521,4181	n/a	n/a
Total	21,095,250	$12.08	13,836,671

Member	Experience & Skills
Prem Watsa (Chair) 1	· Current Chairman and Chief Executive Officer of Fairfax · Current Vice President of Hamblin Watsa Investment Counsel · Current Chairman of Odyssey Re, Crum & Forster and Northbridge Financial Corporation, and a director of Zenith National
Richard Lynch	· Former Executive Vice-President and Chief Technology Officer of Verizon Communications for approximately four years · Current Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee of Ruckus Wireless Inc. · Former Chair of the board and a former Member of both the Executive Committee and Nomination and Corporate Governance Committee of TranSwitch Corporation
Bert Nordberg2	· Current Chair of the Nomination and Compensation Committee of Vestas Wind Systems · Former President and Chief Executive Officer of Sony Ericsson for over two years
Barbara Stymiest	· Former Member of the Group Executive and former Group Head of Strategy, Treasury & Corporate Services at the Royal Bank of Canada for approximately seven years · Former Chief Executive Officer of the TSX Group Inc. for approximately five years · Former Executive Vice President and Chief Financial Officer at BMO Nesbitt Burns · Current Member of Pension Committee and Audit Committee of the board of directors of George Weston Limited · Current Member of Human Resources Committee and Risk Review Committee of the board of directors of Sun Life Financial