S-8

As filed with the Securities and Exchange Commission on November 18, 2005

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ATI TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)

Province of Ontario, Canada	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1 Commerce Valley Drive East
Markham, Ontario
Canada L3T 7X6
(Address of Principal Executive Offices)

ATI Technologies Inc. Restricted Share Unit Plans
(Full Title of the Plan)

CT CORPORATION SYSTEM
111 Eighth Avenue
New York, NY 10011
(212) 894-8700
(Name and Address of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Amount To be Registered(a)	Proposed Maximum Offering Price Per Share(b)	Proposed Maximum Aggregate Offering Price(b)	Amount of Registration Fee
Common Shares	10,000,000	US$15.71	US$157,100,000	US$18,490

_________________

(a) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “1933 Act”), the number of Common Shares being registered hereby shall be adjusted to include any additional Common Shares that may become issuable as a result of stock splits, stock dividends, recapitalization or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Shares in accordance with the provisions of the plan described herein. In addition, pursuant to Rule 416(c) under the 1933 Act, this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to the ATI Technologies Inc. Restricted Share Unit Plans.

(b) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the 1933 Act, as amended, solely for the purpose of computing the registration fee, based on the average of the high and low prices of the Common Shares being registered hereby as reported on the NASDAQ Stock Market on November 14, 2005.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.      Plan Information.^*

Item 2.      Registrant Information and Employee Plan Annual Information.*

_________________

*  All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the 1933 Act and the “Note” to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

        The following documents filed with, or furnished to, the Securities and Exchange Commission by ATI Technologies Inc. (the “Registrant”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 40-F (File No. 000-29872) for the fiscal year ended August 31, 2004 filed with the Commission on January 18, 2005, and the Registrant’s Amended Annual Report on Form 40-F/A (File No. 000-29872) for the fiscal year ended August 31, 2004 filed with the Commission on March 30, 2005; and

(b) The Registrant’s Reports on Form 6-K (File No. 000-29872) furnished to the Commission on October 7, 2004, October 15, 2004, December 20, 2004, December 21, 2004, December 23, 2004, January 18, 2005, March 24, 2005, March 31, 2005, June 6, 2005, June 23, 2005, August 9, 2005, August 19, 2005, August 30, 2005, October 7, 2005 and October 17, 2005.

(c) The description of the Registrant’s Common Shares set forth in the Registration Statement on Form 40-FR (File No. 000-29872), as filed with the Commission on October 2, 1998, including any amendment or report for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. In addition, reports on Form 6-K furnished by the Registrant to the Commission shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date such documents are furnished to the Commission.

        Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.      Description of Securities.

        Not Applicable.

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Item 5.      Interests of Named Experts and Counsel.

        Not Applicable.

Item 6.      Indemnification of Directors and Officers.

        Under the Canada Business Corporations Act, the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, provided (i) that the director, officer or individual, as the case may be, acted honestly and in good faith with a view to the best interests of the Registrant or to the best interest of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request and, (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. A Registrant may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual is required to repay the moneys if he or she does not fulfil the conditions above. Such indemnification may be made or moneys advanced in connection with an action by or on behalf of the Registrant or such other entity to procure a judgment in its favour only with court approval. An individual is entitled to indemnification from the Registrant in respect of all costs, charges, and expenses reasonably incurred by the individual in connection with any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity, if the individual seeking the indemnity (i) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual should ought to have done and (ii) fulfilled the conditions set forth above.

        In accordance with the Canada Business Corporation Act, the by-laws of the Registrant provide that the Registrant shall indemnify every director and officer, every former director and officer, and every other individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges, and expenses including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, provided (i) that the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request, and, (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual has reasonable grounds for believing that his or her conduct was lawful.

        A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures, subject to certain exclusions, directors and officers or losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant pursuant to the Canada Business Corporations Act and the by-laws of the Registrant.

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        Insofar as indemnification for liabilities under the 1933 Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

Item 7.      Exemption From Registration Claimed.

        Not Applicable.

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Item 8.      Exhibits.

        The following exhibits are filed as part of this Registration Statement:

Exhibit Number	Description of Exhibits
4.1*	ATI Technologies Inc. Restricted Share Unit Plans for U.S. Directors and Employees.
4.2*	ATI Technologies Inc. Restricted Share Unit Plans for Canadian Directors and Employees.
4.3*	ATI Technologies Inc. Restricted Share Unit Plan for Global Directors and Employees.
4.4	Articles of Continuance of the Registrant, incorporated by reference from the Registrant's
	Form 6-K (File No. 000-29872) as furnished to the Commission on August 9, 2005.
4.5	By-law 1 of the Registrant, incorporated by reference from the Registrant's Form 6-K (File
	No. 000-29872) as furnished to the Commission on August 9, 2005.
5.1*	Opinion of Gowling Lafleur Henderson LLP as to the legality of the Common Shares.
23.1*	Consent of KPMG LLP, Chartered Accountants.
23.2	Consent of Gowling Lafleur Henderson LLP (contained in the opinion in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page hereto).

_________________

* Filed herewith.

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Item 9.      Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the 1933 Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(h) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Markham, Province of Ontario, Canada on this 18^th day of November, 2005.

ATI TECHNOLOGIES INC.

By: /s/ Patrick G. Crowley                    

       Name: Patrick G. Crowley

       Title:   Chief Financial Officer and Senior Vice

                   President, Finance

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POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Patrick G. Crowley and David E. Orton as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ David E. Orton	President and Chief Executive Officer	November 18, 2005
(David E. Orton)	(principal executive officer)
/s/ Patrick G. Crowley	Chief Financial Officer and Senior	November 18, 2005
(Patrick G. Crowley)	Vice President, Finance (principal
	financial officer and principal
	accounting officer)
/s/ K. Y. Ho	Chairman and Director	November 18, 2005
(K. Y. Ho)
/s/ Alan D. Horn	Director	November 18, 2005
(Alan D. Horn)
/s/ James D. Fleck	Director	November 18, 2005
(James D. Fleck)
/s/ Paul Russo	Director	November 18, 2005
(Paul Russo)

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/s/ Ronald Chwang	Director	November 18, 2005
(Ronald Chwang)
/s/ John E. Caldwell	Director	November 18, 2005
(John E. Caldwell)
/s/ Robert A. Young	Director	November 18, 2005
(Robert A. Young)

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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of ATI Technologies Inc. in the United States, in the City of Santa Clara, State of California on the 18th day of November, 2005.

ATI RESEARCH SILICON VALLEY INC.
(Authorized U.S. Representative)

By: /s/ David E. Orton                    

       Name: David E. Orton

        Title:  Chief Executive Officer and

                   Chief Operating Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
4.1*	ATI Technologies Inc. Restricted Share Unit Plans for U.S. Directors and Employees.
4.2*	ATI Technologies Inc. Restricted Share Unit Plans for Canadian Directors and Employees.
4.3*	ATI Technologies Inc. Restricted Share Unit Plan for Global Directors and Employees.
4.4	Articles of Continuance of the Registrant, incorporated by reference from the Registrant's
	Form 6-K (File No. 000-29872) as furnished to the Commission on August 9, 2005.
4.5	By-law 1 of the Registrant, incorporated by reference from the Registrant's Form 6-K (File
	No. 000-29872) as furnished to the Commission on August 9, 2005.
5.1*	Opinion of Gowling Lafleur Henderson LLP as to the legality of the Common Shares.
23.1*	Consent of KPMG LLP, Chartered Accountants.
23.2	Consent of Gowling Lafleur Henderson LLP (contained in the opinion in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page hereto).

_________________

* Filed herewith.

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EX-4.1

EXHIBIT 4.1

ATI TECHNOLOGIES INC.

RESTRICTED SHARE UNIT PLANS FOR
U.S. DIRECTORS AND EMPLOYEES

AMENDED AND RESTATED
EFFECTIVE JANUARY 31, 2005

1. PURPOSE

The purpose of the ATI Technologies Inc. Restricted Share Unit Plans for U.S. Directors and Employees, to be adopted by ATI Research, Inc., ATI Technologies Systems Corp. and ATI Research Silicon Valley Inc. (the “Corporations”), all wholly owned subsidiaries of ATI Technologies Inc., an Ontario corporation (“ATI”), is to retain and motivate eligible directors and employees of the Corporations and to promote a greater alignment of interests between directors and employees of the Corporations and the shareholders of ATI.

Certain capitalized terms used in this document are defined in Section 2.

2.   DEFINITIONS

(a) “Act” means the Canada Business Corporations Act or its successor, as amended from time to time;

(b) “Affiliate” means an “affiliated entity” under Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants adopted by the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec;

(c) “Associate” shall have the meaning ascribed thereto in the Ontario Securities Act;

(d) “Award” means an award of Restricted Shares under either the Market Plan or the Treasury Plan;

(e) “Award Agreement” means the agreement or other instrument issued to a Participant that evidences and sets forth the terms, conditions and restrictions pertaining to the Participant’s Award;

(f) “Board” means the Board of Directors of ATI;

(g) “Broker” means a broker, as designated by the Board, licensed to purchase, sell or otherwise trade Shares;

(h) “Code” means the United States Internal Revenue Code of 1986, as amended;

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(i) “Committee” means a committee established by the Board, as provided in Section 8(a);

(j) “Common Shares” means the common stock of ATI;

(k) “Custodian” means the individual or entity designated by the Board to hold all certificates representing Restricted Shares until they become nonforfeitable and transferable;

(l) “Disability” means:

(i) the Participant is eligible for long-term disability benefits under the Participating Corporation’s long-term disability plan, provided the disability is expected to have a duration of not less than 12 months, as determined by the Board or the Committee in its sole discretion; or,

(ii) in the absence of a long-term disability plan, the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the determination of the Board or the Committee in its sole discretion, is expected to have a duration of not less than 12 months;

(m) “Employee” means an employee of the Corporation, ATI, or an Affiliate, other than seasonal and contract employees and independent contractors;

(n) “Forfeiture Expiration Date” means the date specified in a Participant’s Award Agreement that all or any portion of the Participant’s Award is no longer subject to forfeiture;

(o) “Going Private Transaction” has the meaning ascribed to the term in the Act;

(p) “Insider” shall have the meaning ascribed thereto in the Ontario Securities Act;

(q) “Issuer Bid” has the meaning ascribed to the term in the Ontario Securities Act;

(r) “Market Plan” means the Restricted Share Plan for U.S. Directors and Employees established by the Corporation under Section Four and pursuant to which Restricted Shares are purchased by the Broker in open market or private transactions and held by the Custodian pending delivery to Participants on the Forfeiture Expiration Date;

(s) “NASDAQ” means the Nasdaq Stock Market;

(t) “Ontario Securities Act” means the Securities Act (Ontario) or its successor, as amended from time to time;

(u) “Options” means options to purchase Common Shares granted under ATI’s share option plans;

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(v) “Outstanding Issue” means on any date, the number of Common Shares of ATI issued and outstanding, excluding any Common Shares issued pursuant to share compensation arrangements during the one-year period immediately preceding such date;

(w) “Participant” means an Employee or director of a Corporation who is selected by the Board to receive an Award under the Plan;

(x) “Participating Corporation” means the Corporation that enters into an Award Agreement with a given Participant;

(y) “Plans” means the Market Plan and the Treasury Plan;

(z) “Plan Administrator” means the third party service provider, if any, retained from time to time by the Corporation to perform certain of the administrative functions of the Plans as delegated by the Board in accordance with Section 8(c);

(aa) “Restricted Shares” means Common Shares subject to forfeiture, as provided under Sections 4 or 5;

(bb) “Service” means service as an Employee or director of a Participating Corporation, ATI or an Affiliate;

(cc) “Take-over Bid” has the meaning ascribed to the term in the Ontario Securities Act;

(dd) “Treasury Plan” means the Restricted Share Plan for U.S. Directors and Employees established by the Corporation under Section Five and pursuant to which Restricted Shares are issued to Participants by the Corporation from treasury on the Forfeiture Expiration Date; and

(ee) “TSX” means the Toronto Stock Exchange.

3.   GRANT OF AWARDS

(a) Eligibility and Participation.    Only directors or Employees of the Corporations (including officers, whether or not directors) are eligible to participate in the Plans. The Board, in its sole discretion, will determine which directors and Employees will participate in the Plans. The Human Resources and Compensation Committee, or such other Committee designated by the Board in accordance with Section 8(a), may make recommendations to the Board for the Board’s consideration concerning the selection of Participants in the Plans and the number of Restricted Shares to be awarded to each Participant.

4.   MARKET PLAN

(a) The Market Plan is hereby established for Participants with an effective date of August 12, 2003. An award of Restricted Shares may be granted by the Board under the Market Plan and will be evidenced by an Award Agreement. The Award will be subject to terms and conditions that are consistent with the Market Plan and that the Board deems appropriate for inclusion in an Award Agreement.

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(b) Source of Shares.    The Restricted Shares granted under the Market Plan will, prior to any Forfeiture Expiration Date, be purchased in open market or private transactions by the Broker, in accordance with all securities, reporting, and notification requirements. The Participating Corporation or ATI will be responsible for the payment of all brokerage commissions or similar fees in connection with the purchase of the Restricted Shares under this provision.

(c) Limits on Purchases.    Notwithstanding the provisions of Section 4(b), the Broker shall avoid disrupting the market price for the Common Shares and may, in its sole discretion, limit the daily volume of the Broker’s purchases of Restricted Shares or make such purchases over several trading days to the extent that such action is deemed by the Broker to be necessary for such purposes or is otherwise in the best interests of Participants and ATI.

(d) Issuance and Custody of Certificates.

(i) Issuance of Certificates.    The Participating Corporation will cause to be issued one or more stock certificates, registered in the name of the Custodian, as nominee for the benefit of the Participant, evidencing the Restricted Shares that were purchased for the Participant in open market or private transactions.

(ii) Custody of Certificates.    Each certificate will be held by the Custodian as nominee for the benefit of the Participant. The Custodian will record the number of Restricted Shares held for each Participant.

(iii) Delivery of Certificates.    As soon as practicable, and no later than 45 days, after the Forfeiture Expiration Date of any Restricted Shares granted under the Market Plan, ATI, the Participating Corporation or the Plan Administrator will have certificates evidencing the Restricted Shares issued in the name of, and delivered to, the Participant (or the Participant’s legal representatives, beneficiaries or heirs).

(e) Forfeiture of Shares.    In the event that all or any portion of an Award granted under the Market Plan is forfeited by a Participant in accordance with Section 6(d), the Custodian will have a standing order to sell the Restricted Shares on forfeiture and remit the proceeds to ATI. The Custodian and the Broker shall avoid disrupting the market price for Common Shares in connection with any such sales and the Custodian may, at its sole discretion, limit the daily volume of the Broker’s sales of Restricted Shares or make such sales over several trading days to the extent that such action is deemed by the Broker to be necessary for such purposes or is otherwise in the best interests of Participants and ATI.

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5.   TREASURY PLAN

(a) The Treasury Plan is hereby established for Participants with an effective date of January 27, 2004. An award of Restricted Shares may be granted by the Board under the Treasury Plan and will be evidenced by an Award Agreement. The Award will be subject to terms and conditions that are consistent with the Treasury Plan and that the Board deems appropriate for inclusion in an Award Agreement.

(b) The Restricted Shares granted under the Treasury Plan will be allotted by ATI for issuance from treasury and will be issued to Participants on or before the Forfeiture Expiration Date as fully paid and non-assessable Common Shares in accordance with all securities, reporting and notification requirements. The Participating Corporation will be responsible for the payment of all fees, including transfer agent fees, in connection with the issuance of Restricted Shares under the provision.

(c) Limits on Issuances.    The maximum number of Common Shares available for issuance under (i) the Treasury Plan, and (ii) the terms of the ATI restricted share plans established for non-U.S. employees and directors shall be limited to the number of Common Shares as set out from time to time in Schedule “A”. In addition, any Common Shares issued under the Treasury Plan shall be issued only from the pool of Common Shares set out in the ATI share option plan as being reserved for issuance under the ATI share option plan and any other share compensation plans or arrangements established by the Corporation (excluding, for greater certainty, Common Shares issuable or reserved for issuance in connection with the ArtX Inc. 1997 Equity Investment Plans).

In the event there is any change in the Common Shares through the declaration of stock dividends or subdivisions, consolidations or exchanges of Common Shares, or otherwise, the number of Common Shares available for issuance from treasury as Restricted Shares shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Treasury Plan.

In addition, the number of Common Shares which may be issued pursuant to the Treasury Plan and other share compensation arrangements established by ATI shall be limited as follows:

(i) the number of Common Shares reserved for issuance to any one individual shall not exceed 5% of the Outstanding Issue;

(ii) the number of Restricted Shares granted to Insiders, together with the number of Common Shares reserved for issuance pursuant Options granted to Insiders shall not exceed 10% of the Outstanding Issue;

(iii) the number of Common Shares that may be issued to Insiders within any one-year period shall not exceed 10% of the Outstanding Issue; and

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(iv) the number of Common Shares that may be issued to any one Insider and such Insider’s Associates within any one-year period shall not exceed 5% of the Outstanding Issue.

(d) Issuance of Certificates.    As soon as practicable, and no later than 45 days, after the Forfeiture Expiration Date of any Restricted Shares granted under the Treasury Plan, ATI, the Participating Corporation or the Plan Administrator will have certificates evidencing the Restricted Shares issued in the name of, and delivered to, the Participant (or the Participant’s legal representatives, beneficiaries or heirs).

6.   TERMS OF AWARDS

(a) Number of Shares.    Each Award Agreement will specify the number of Restricted Shares granted to the Participant and whether the Restricted Shares were granted under the Market Plan or the Treasury Plan. The number of Restricted Shares granted to a Participant will be determined by the Board in its sole discretion.

(b) Forfeiture.    The Restricted Shares awarded under the Plans to a Participant are subject to forfeiture in accordance with terms specified in the Participant’s Award Agreement. The forfeiture provisions of any Award Agreement will be determined by the Board in its sole discretion, provided that for each Award of Restricted Shares to an Employee, such Restricted Shares shall be subject to Forfeiture Expiration Dates that occur over a period of no less than three years form the date such Restricted Shares were awarded to an Employee. The forfeiture provisions of any Award Agreement may be determined from time to time by the Board in its sole discretion to include criteria such as, but not limited to:

(i) time restrictions, in which Restricted Shares will not be delivered to an Employee for a specified period of time; and

(ii) performance restrictions in which the number of Restricted Shares to be delivered to any Employee fluctuates based upon ATI’s performance and/or the market price of the Common Shares, in such manner as determined by the Board, or if so delegated, the Committee, in its sole discretion.

(c) Restrictions on Transfer.    Until the forfeiture provisions of a Restricted Share expire, the Participant’s rights to the Restricted Share may not be sold, assigned, transferred, pledged or otherwise encumbered. Until the forfeiture provisions of a Restricted Share expire, no attempt to transfer the Restricted Share, whether voluntary or involuntary, by operation of law or otherwise, will vest the transferee with any interest or right in or with respect to the Restricted Share.

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(d) Termination of Service.

(i) Voluntary or Involuntary Termination.    Except as provided in subsection (ii), if a Participant’s Service terminates for any reason before the Forfeiture Expiration Date of any Restricted Shares, the Participant’s rights to those Restricted Shares, whether issued or not, will be immediately and irrevocably forfeited.

(ii) Death or Disability.    In the event of a Participant’s death or Disability prior to termination of Service, the forfeiture provisions applicable to the Participant’s Restricted Shares will expire and certificates for the Restricted Shares will be issued and delivered in accordance with Section 4(d) or 5(d) as soon as practicable.

(iii) Leave of Absence.    For purposes of the Plans, the continuous Service of the Participant as an Employee will not be deemed to have been interrupted and the Participant will not be deemed to have incurred a termination of Service by reason of a leave of absence approved by the Participating Corporation, ATI, or the Affiliate for which the Participant is performing Service at the time of the leave of absence, but only if, and for so long as, the Participant does not work for a competitor of the Corporations or ATI, or otherwise compete with the Corporations or ATI, as determined by the Board in its sole discretion, during the leave of absence. If, in the opinion of the Board, the Participant begins to work for a competitor of the Corporations or ATI, or otherwise competes with the Corporations or ATI, the Participant will cease to be a Participant as of the date the leave of absence begins, and the former Participant will forfeit all Restricted Shares, whether issued or not, that are subject to forfeiture as of that date.

(e) Bids and Proposed Transactions.    If there is a Take-over Bid or Issuer Bid made for all or less than all of the issued and outstanding Common Shares, or if ATI proposes a Going Private Transaction, the Board in its sole discretion may, by resolution, remove any remaining forfeiture restrictions from all outstanding Restricted Shares.

(f) Voting and Dividends.    The Participant will receive all dividends paid on the Restricted Shares awarded under the Market Plan and will be entitled to vote the Restricted Shares awarded under the Market Plan.

(g) Code § 83(b) Election.    A Participant will not be permitted to make an election under Section 83(b) of the Code to include the value of the Restricted Shares in income at the time of grant unless the Participant’s Award Agreement provides otherwise.

7.   CONDITIONS TO AWARDS

(a) Securities Law Requirements.    No Awards may be made and no Restricted Shares may be purchased, issued or delivered under the Plans unless the Award, purchase, issuance or delivery of these Restricted Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Ontario Securities Act and the United States Securities Act of 1933, as amended (collectively, the “Securities Acts”), the rules and regulations promulgated under the Securities Acts, state and provincial securities laws and regulations, and the regulations of NASDAQ, the TSX and any other stock exchange or securities market on which ATI then may be traded. Awards may be made contingent on the receipt of all necessary regulatory approvals. If all approvals are not received, the Awards will be null and void ab initio.

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(b) Inability to Obtain Authority.    The inability of ATI to obtain authority from any regulatory body having jurisdiction, which authority is deemed by ATI’s counsel to be necessary to the lawful delivery of any Restricted Shares under the Plans, will relieve ATI and the Participating Corporation of any liability in respect of the failure to deliver those Restricted Shares as to which the requisite authority has not been obtained.

(c) Withholding Taxes.    As a condition to the delivery of the certificates evidencing Common Shares following the Forfeiture Expiration Date of the Restricted Shares, the Participant will make such arrangements as the Participating Corporation may require for the satisfaction of any federal, state, provincial, local or foreign withholding tax obligations that may arise in connection with the expiration of the forfeiture provisions relating to the Restricted Shares.

(d) Participant’s Agreement to be Bound.    Participation in the Plans and acceptance of an Award by any Participant will be construed as acceptance by the Participant of the terms and conditions of the Plans and the Participant’s Award Agreement and all rules and procedures adopted under the Plans.

8.   ADMINISTRATION

(a) Committees and Delegation of Powers.    The Plans may be administered by one or more Committees appointed by the Board. A Committee will have the authority and be responsible for those functions assigned to it by the Board. If no Committee is appointed, the entire Board will administer the Plans. Any reference to the Board in the Plans will be construed as a reference to the Committee, if any, to which the Board assigns a particular function in connection with the Plans. In addition, all of the powers exercisable under the Plans by the Board may, to the extent permitted by applicable law and authorized by resolution of the Board, be exercised by the Human Resources and Compensation Committee of the Board or by such other Committee as the Board may designate by resolution.

(b) Powers of the Board.    Subject to the provisions of the Plans, the Board has the power to:

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(i) determine and designate those individuals selected to receive Awards, the time at which each Award will be granted, and the number of Restricted Shares subject to each Award;

(ii) prescribe, amend, or rescind any rules and regulations necessary or appropriate for the administration of the Plans;

(iii) correct any defect, supply any deficiency, and reconcile any inconsistency in the Plans or in any related Award Agreement;

(iv) adjust the number of Restricted Shares covered by an Award to reflect any change in the Common Shares through the declaration of stock dividends or subdivisions, consolidations or exchanges of Common Shares or other change in ATI’s capital structure;

(v) modify or waive the forfeiture provisions contained in any Award Agreement, provided that no modification or waiver will, without the consent of the Participant, alter or impair any rights or obligations of the Participant under the Award, unless the modification or waiver is required by applicable law; and

(vi) make other determinations and take such other action in connection with the administration of the Plans as it deems necessary or advisable.

(c) Delegation of Duties.    The Board may direct appropriate officers of ATI or the Corporations and/or a Plan Administrator to implement its rules, regulations and determinations. Those officers of ATI or the Corporation may execute and deliver on behalf of ATI and the Corporations such documents, forms, agreements and other instruments as are deemed by the Board to be necessary for the administration and implementation of the Plans.

(d) Interpretation of Plan.    The Board has the power in its sole discretion to interpret and construe the Plans and all related Award Agreements. All decisions, interpretations and determinations of the Board with respect to the Plans will be final and binding on all Participants and all persons deriving their rights from Participants.

(e) Indemnification.    Each member of the Board or Committee is indemnified and held harmless by ATI against any cost or expense (including any sum paid in settlement of a claim with the approval of ATI) arising out of any act or omission to act in connection with the Plans to the extent permitted by applicable law. This indemnification is in addition to any rights of indemnification a Board or Committee member may have as a director or otherwise under the by-laws of ATI or an Affiliate, any agreement, any vote of shareholders or disinterested directors, or otherwise.

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(f) Discretionary Relief.    Notwithstanding any other provisions of the Plans, the Board may, in its sole discretion, waive any condition of the Plans if specific individual circumstances warrant such waiver.

9. GENERAL

(a) No Retention Rights.    Nothing in the Plans or in any Award granted under the Plans will confer on a Participant any right to continue in employment for any period of time or will interfere with or otherwise restrict in any way the rights of ATI or the Corporations or of the Participant, which rights are expressly reserved by each, to terminate a Participant’s employment at any time and for any reason.

(b) No Participation Rights.    Nothing in the Plans or in any Award granted under the Plans will confer on a Participant any right to receive additional Awards, to participate in or continue to participate in the Plans following termination of Service, or to be entitled to compensation or damages in lieu of participation or continued participation in the Plans.

(c) Rights of ATI and the Corporations.    The grant of an Award under the Plans will not affect in any way the right or power of ATI or any Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

(d) No Representation or Warranty.    ATI and the Corporations make no representation or warranty as to the future market value of any Common Shares awarded in accordance with the provisions of the Plans.

(e) Plan Terms Control.    In the event there is a discrepancy between the terms of the Plans and the terms of any Award Agreement issued under the Plans, the terms of the Plans will control.

10.   AMENDMENT AND TERMINATION

(a) Right to Amend or Terminate the Plan.    The Board may amend, suspend or terminate the Plans at any time and for any reason.

(b) Effect of Amendment or Termination.    No amendment, suspension, or termination of the Plans will, without the consent of the affected Participant, alter or impair any rights or obligations under any Award previously granted under the Plans, unless the amendment, suspension or termination is required by applicable law.

11.   APPLICABLE LAW

The Plans and all Awards granted thereunder will be construed and interpreted in accordance with, and governed by, the laws of California, other than its laws regarding choice of law.

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SCHEDULE “A”

The Corporation committed, effective December 14, 2004, to limit the maximum number of Common Shares issuable from treasury under all of the Corporation’s restricted share plans to 3,000,000 Common Shares.

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EX-4.2

EXHIBIT 4.2

ATI TECHNOLOGIES INC.

RESTRICTED SHARE UNIT PLANS
FOR CANADIAN DIRECTORS AND EMPLOYEES

AMENDED AND RESTATED
EFFECTIVE JANUARY 31, 2005

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of the Plans:

(a) “Account” means an account maintained by either Management or the Plan Administrator for each Participant and which will be credited with Restricted Share Units in accordance with the terms of the Plans;

(b) “Acknowledgement Form” has the meaning set forth in section 3.2;

(c) “Act” means the Canada Business Corporations Act or its successor, as amended from time to time;

(d) “Affiliate” means an “affiliated entity” under Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants adopted by the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec;

(e) “Associate” shall have the meaning ascribed thereto in the Ontario Securities Act;

(f) “ATI Share” means a common share of the Corporation;

(g) “Award Date” means the date or dates on which an award of Restricted Share Units is made to a Participant in accordance with section 4.2 or 5.2;

(h) “Basic Administration Expenses”, as determined in the Committee’s sole discretion, may include, but shall not be limited to, expenses incurred in connection with the establishment and tracking of Accounts and the preparation and distribution of Account statements, ancillary administration costs, fees and expenses payable pursuant to the terms of any agreement or agreements executed from time to time between the Corporation and either the Trustee or the Plan Administrator, any brokerage fees or commissions applicable to the purchase of ATI Shares to be delivered to Participants upon the vesting of Restricted Share Units granted under the Market Plan, and any fees of the Corporation’s transfer agent incurred in connection with the issuance or transfer of ATI Shares under the Plans;

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(i) “Board” means the board of directors of the Corporation as constituted from time to time;

(j) “Committee” means the committee of the Board responsible for recommending to the Board the compensation of the Participants, which, as at the effective date of each of the Plans, is the Human Resources and Compensation Committee;

(k) “Company Contributions” means the cash contributions made to the Trustee from time to time by the Corporation for purposes of allowing the Trustee to purchase ATI Shares through the facilities of a Stock Exchange, as contemplated in section 4.4;

(l) “Corporation” means ATI Technologies Inc.;

(m) “Director” means a person who is a director of the Corporation;

(n) “Employee” means an employee of the Corporation, other than seasonal and contract employees and independent contractors, and who is not a Director of the Corporation;

(o) “Forfeited Restricted Share Unit” means a Restricted Share Unit that relates to an award of Restricted Share Units that does not vest and is forfeited by a Participant pursuant to section 6.3, 6.4, 6.5 or 6.6, as applicable;

(p) “Forfeiture Date” means the date, as determined by the Committee, on which a Participant:

(i) who has retired or has become eligible for long-term or short-term disability benefits or who is on pregnancy, parental, emergency or other approved leave, begins to work for a competitor of the Corporation or otherwise competes with the Corporation as contemplated in section 6.3 or 6.5, as applicable;

(ii) resigns from employment with the Corporation as contemplated in section 6.4 and “Forfeiture Date” in such circumstances specifically does not mean the date on which any period of reasonable notice that the Corporation may be required at law to provide to the Participant, would expire; or

(iii) is terminated for any reason as contemplated in section 6.6 and, except as specifically provided in section 6.6, “Forfeiture Date” specifically does not mean the date on which any statutory or common law severance period or any period of reasonable notice that the Corporation may be required at law to provide to the Participant, would expire;

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(q) “Going Private Transaction” shall have the meaning ascribed thereto in the Act;

(r) “Insider” shall have the meaning ascribed thereto in the Ontario Securities Act;

(s) “Issuer Bid” shall have the meaning ascribed thereto in the Ontario Securities Act;

(t) “Management” means the senior management of the Corporation;

(u) “Market Plan” means the Restricted Share Unit Plan for Canadian Directors and Employees established by the Corporation under Article Four and pursuant to which ATI Shares are purchased by the Trustee through the facilities of a Stock Exchange and held by the Trustee in the Market Plan Trust Fund pending delivery to Participants upon the vesting of corresponding Restricted Share Units;

(v) “Market Plan Trust Fund” means the assets held by the Trustee pursuant to the Market Plan, as more fully set out in section 4.6;

(w) “Ontario Securities Act” means the Securities Act (Ontario) or its successor, as amended from time to time;

(x) “Options” means options to purchase ATI Shares granted under the Corporation’s share option plans;

(y) “Outstanding Issue” means on any date, the number of ATI Shares of the Corporation issued and outstanding, excluding any ATI Shares issued pursuant to share compensation arrangements during the one-year period immediately preceding such date;

(z) “Participant” means a Director or an Employee determined to be eligible to participate in the Plans in accordance with section 3.1 and, where applicable, a former Director or a former Employee deemed eligible to continue to participate in the Plans in accordance with section 6.3, 6.5 or 6.6;

(aa) “Plans” means the Market Plan and the Treasury Plan;

(bb) “Plan Administrator” means the third party service provider, if any, retained from time to time by the Corporation to perform certain of the administrative functions of the Plans as delegated by the Committee in accordance with section 2.4;

(cc) “Restricted Share Unit” means a unit equivalent in value to an ATI Share credited by means of a bookkeeping entry in the Participants’ Accounts;

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(dd) “Stock Exchange” means the Toronto Stock Exchange, The NASDAQ Stock Market or any other stock exchange on which ATI Shares are listed and posted for trading, as applicable;

(ee) “Take-over Bid” shall have the meaning ascribed thereto in the Ontario Securities Act;

(ff) “Treasury Plan” means the Restricted Share Unit Plan for Canadian Directors and Employees established by the Corporation under Article Five and pursuant to which ATI Shares are issued to Participants by the Corporation from treasury upon the vesting of corresponding Restricted Share Units; and

(gg) “Trustee” means CIBC Mellon Trust Company or such other trustee or trustees from time to time appointed for purposes of the Market Plan pursuant to section 4.10.

1.2 Interpretation

Words in the singular include the plural and words in the plural include the singular. Words importing male persons include female persons, corporations or other entities, as applicable. The headings in this document are for convenience and reference only and shall not be deemed to alter or affect any provision hereof. The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to this document as a whole and not to any particular article, section, paragraph or other part hereof.

ARTICLE 2
PURPOSE AND ADMINISTRATION OF THE PLANS

2.1 Purpose

The Plans have been established to retain and motivate eligible Directors and Employees and to promote a greater alignment of interests between Directors, Employees and the shareholders of the Corporation.

2.2 Administration of the Plans

Except for matters that are under the jurisdiction of the Board as specified herein or as required by law, the Plans shall be administered by the Committee.

2.3 Authority of the Committee

Subject to section 2.2, the Committee shall, by majority action, have the full power to administer the Plans, including, but not limited to, the authority to:

(a) interpret and construe any provision hereof and decide all questions of fact arising in their interpretation;

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(b) adopt, amend, suspend and rescind such rules and regulations for administration of the Plans as the Committee may deem necessary in order to comply with the requirements of the Plans, or in order to conform to any law or regulation or to any change in any laws or regulations applicable thereto;

(c) make recommendations to the Board for the Board’s consideration concerning the determination of Participants in either of the Plans and the number of Restricted Share Units to be credited to each Participant’s Account pursuant to either of the Plans;

(d) take any and all actions permitted by the Plans; and

(e) make any other determinations and take such other action in connection with the administration of the Plans that it deems necessary or advisable.

2.4 Delegation of Authority

The Committee may delegate to Management and/or a Plan Administrator the whole or any part of the administration of the Plans and shall determine the scope of such delegation in its sole discretion.

2.5 Discretionary Relief

Notwithstanding any other provision hereof, the Committee may, in its sole discretion, waive any condition set out herein if specific individual circumstances warrant such waiver.

2.6 Amendment, Suspension, or Termination of Plans

(a) The Board may, from time to time, amend the terms set out herein or suspend the Plans in whole or in part and may at any time terminate the Plans without prior notice. However, except as expressly set forth herein, no such amendment, suspension, or termination may adversely affect Restricted Share Units credited to the Participants’ Accounts at the time of such amendment, suspension, or termination without the consent of the affected Participant(s).

(b) The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plans in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to the Plans, and may make such determinations as it deems necessary or desirable for the administration of the Plans.

(c) No amendment, change or modification shall be made to the Market Plan that will alter the duties of the Trustee without the Trustee’s written consent.

(d) If the Board terminates or suspends a Plan no new Restricted Share Units will be credited to the Account of a Participant under such Plan.

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(e) On termination of a Plan, any outstanding awards of Restricted Share Units shall immediately vest and the number of ATI Shares corresponding to the Restricted Share Units which have been awarded shall be delivered to the Participant in accordance with sections 4.8 and 5.6, as applicable. The Plans will finally cease to operate for all purposes when the last remaining Participant receives delivery of all ATI Shares corresponding to Restricted Share Units credited to the Participant’s Account and any ATI Shares held in the Market Plan Trust Fund corresponding to any Forfeited Restricted Share Units are sold by the Trustee in accordance with section 6.8.

2.7 Final Determination

Any determination or decision by, or opinion of, the Board, the Committee or Management made or held pursuant to the terms set out herein shall be made or held reasonably and shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants and their beneficiaries and legal representatives.

Subject to section 2.5, all rights, entitlements and obligations of Participants under the Plans are set forth in the terms hereof and cannot be modified by any other documents, statements or communications, except by amendment to the terms set out herein referred to in section 2.6.

2.8 Taxes

A Participant shall be solely responsible for reporting and paying income tax payable in respect of the ATI Shares received by the Participant under the Plans. The Corporation will provide each Participant with (or cause each Participant to be provided with) a T4 slip or such requisite statement as may be required by applicable law to report income for income tax purposes.

2.9 Expenses

Subject to section 6.8, the Corporation shall pay all Basic Administration Expenses.

2.10 Information

Each Participant shall provide the Corporation with all of the information (including personal information) that it requires in order to administer the Plans.

The Corporation may from time to time transfer or provide access to such information to the Trustee or the Plan Administrator for purposes of the administration of the Plans.

2.11 Account Information

Information pertaining to the Restricted Share Units in Participants’ Accounts will be made available to the Participants at least annually in such manner as Management or the Plan Administrator may determine and shall include such matters as the Committee may determine from time to time or as otherwise may be required by law.

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2.12 Indemnification

Each member of the Board or Committee is indemnified and held harmless by the Corporation against any cost or expense (including any sum paid in settlement of a claim with the approval of the Corporation) arising out of any act or omission to act in connection with the terms hereof to the extent permitted by applicable law. This indemnification is in addition to any rights of indemnification a Board or Committee member may have as director or otherwise under the by-laws of the Corporation, any agreement, any vote of shareholders, or disinterested directors, or otherwise.

ARTICLE 3
ELIGIBILITY AND PARTICIPATION IN THE PLANS

3.1 Participation

The Board, in its sole discretion, shall determine, or shall delegate to the Committee the determination of which Directors and Employees will participate in either of the Plans.

3.2 Acknowledgement Form

A Participant shall confirm acknowledgement of an award of Restricted Share Units made to such Participant under either the Market Plan or Treasury Plan in the form attached hereto as Schedule “A” (or such similar form as determined by the Committee) (the “Acknowledgement Agreement”), within such time period and in such manner as specified by Management or the Plan Administrator. If Acknowledgement of an award of Restricted Share Units is not confirmed by a Participant within the time specified, the Corporation reserves the right to revoke the crediting of Restricted Share Units to the Participant’s Account.

3.3 Participant’s Agreement to be Bound

Participation in either of the Plans by any Participant shall be construed as acceptance by the Participant of the terms and conditions set out herein and all rules and procedures adopted hereunder and as amended from time to time.

ARTICLE 4
THE MARKET PLAN

4.1 The Market Plan

The Market Plan is hereby established for Participants with an effective date of August 12, 2003. The Market Plan is intended to constitute an employee benefit plan as defined in subsection 248(1) of the Income Tax Act (Canada) or any successor provision under which Company Contributions are made to the Trustee and under which payments are made to or for the benefit of a Participant under the Market Plan in the form of ATI Shares purchased by the Trustee through the facilities of the Stock Exchange.

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4.2 Grant of Restricted Share Units

Subject to section 3.2, an award of Restricted Share Units will be made and the number of such Restricted Share Units awarded will be credited to each Participant’s Account, effective as of the Award Date. The number of Restricted Share Units to be credited to each Participant’s Account shall be determined by the Board, or the Committee if delegated by the Board to do so, each in its sole discretion. The Restricted Share Units credited to a Participant’s Account pursuant to this section shall be noted as having been granted under the Market Plan.

4.3 Vesting

(a) Subject to Article Six, an award of Restricted Share Units under the Market Plan shall vest in accordance with the terms specified in the Participant’s Acknowledgment Agreement. The vesting provisions in any Acknowledgment Agreement will be determined either by the Board, or the Committee if delegated by the Board to do so, each in its sole discretion; provided that:

(i) unless forfeited prior to such date, all awards of Restricted Share Units shall vest no later than December 15 of the third calendar year following the Award Date of the corresponding Restricted Share Unit, or such later date as may be permitted by applicable income tax laws; and

(ii) each award of Restricted Share Units to an Employee shall vest over a period of no less than three years from the Award Date.

(b) For greater certainty, the vesting of Restricted Share Units may be determined from time to time by the Board, or the Committee if so delegated by the Board, to include criteria such as, but not limited to:

(i) time vesting, in which an ATI Share is not delivered to a Participant until the Participant has held the corresponding Restricted Share Unit for a specified period of time; and

(ii) performance vesting, in which the number of ATI Shares to be delivered to a Participant for each Restricted Share Unit that vests may fluctuate based upon the Corporation’s performance and/or the market price of the ATI Shares, in such manner as determined by the Board or, if so delegated, the Committee, in their sole discretion.

4.4 Restricted Share Purchases by Trustee

At its discretion, the Corporation shall remit one or more Company Contributions to the Trustee in the amount necessary to allow the Trustee to arrange for the purchase of ATI Shares equal to the maximum number of ATI Shares that may be delivered to a Participant upon the vesting of Restricted Share Units awarded to Participants under section 4.2 prior to the date that such Restricted Share Units vest in accordance with section 4.3.

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The Trustee shall arrange for the purchase of the requisite number of ATI Shares through a Stock Exchange participating organization and the facilities of the Stock Exchange as soon as practicable (but in any event within 30 calendar days) after receipt of any Company Contributions. The ATI Shares shall be purchased at prevailing market prices and the Trustee shall require that purchases be effected in accordance with section 6-501(9) of Appendix F to the Toronto Stock Exchange Company Manual as if such section applies to purchases made by or on behalf of the Trustee.

In the event that any Company Contribution received by the Trustee turns out to be insufficient to acquire the number of ATI Shares required at a particular time, the Trustee will notify the Corporation of the additional Company Contribution required and the Corporation shall forthwith provide such amount to the Trustee.

The Corporation will be responsible for, and Company Contributions may be used by the Trustee to pay, all brokerage commissions or similar fees in connection with such purchases.

4.5 Limit on Purchases

Notwithstanding the provisions of section 4.4, the Trustee, in its discretion, may limit the daily volume of purchases of ATI Shares or cause such purchases to be made over several trading days to the extent that such action is deemed by it to be necessary to avoid disrupting the market price for ATI Shares or otherwise be in the best interests of the Corporation.

4.6 Assets of the Market Plan Trust Fund

The Trustee shall receive Company Contributions from the Corporation. Company Contributions and the ATI Shares acquired therewith shall constitute the Market Plan Trust Fund and shall be held, administered and dealt with by the Trustee pursuant to the terms of the Market Plan.

4.7 Registration of ATI Shares and Rights of Ownership

All ATI Shares purchased by the Trustee pursuant to the Market Plan shall be registered in the name of the Trustee or a nominee thereof and shall be held in the Market Plan Trust Fund in accordance with the terms hereof.

Each Participant shall have the right and shall be afforded the opportunity to instruct the Trustee in writing how to vote, on any issue coming before the holders of ATI Shares, with respect to the ATI Shares held for the benefit of such Participant by the Trustee in the Market Plan Trust Fund at the record date for any meeting of the holders of ATI Shares. Instructions by a Participant to the Trustee shall be in such form and delivered pursuant to such regulations as the Committee may prescribe, subject to the approval of the Trustee, and any such instructions to the Trustee shall remain in the strict confidence of the Trustee. If the Trustee does not receive timely and proper instructions from a Participant regarding the voting of ATI Shares held for the benefit of such Participant by the Trustee in the Market Plan Trust Fund, such ATI Shares shall not be voted. Similar procedures shall apply to any consent solicitation of the holders of ATI Shares. ATI Shares corresponding to Forfeited Restricted Share Units shall not be voted.

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4.8 Delivery of ATI Shares by the Trustee on Vesting

The Trustee shall, as soon as practicable after the relevant vesting date of any award of Restricted Share Units under the Market Plan, withdraw from the Market Plan Trust Fund the number of ATI Shares required to be delivered to a Participant upon the vesting of Restricted Share Units in the Participant’s Account and shall transfer title, register and deliver certificates for such ATI Shares to the Participant by first class insured mail, unless the Trustee shall have received alternate instructions from the Participant (through Management or the Plan Administrator) for the registration and/or delivery of the certificates. For greater certainty, unless forfeited prior to such date, all ATI Shares to be delivered to Participants upon the vesting of Restricted Share Units shall be delivered to Participants no later than December 31st of the third calendar year following the Award Date of the Restricted Share Units awarded to the Participants, or such later date as may be permitted by applicable income tax laws.

4.9 Changes in ATI Shares

In the event there is any change in ATI Shares through the declaration of stock dividends or subdivisions, consolidations, or exchanges of ATI Shares or otherwise, the number of ATI Shares available for issuance upon the vesting of Restricted Share Units granted under the Market Plan shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Market Plan.

4.10 Trustee

The Committee may appoint, in replacement for CIBC Mellon Trust Company, a company authorized to carry on the business of a trust company in Canada to act as Trustee and purchasing agent for the Market Plan.

ARTICLE 5
THE TREASURY PLAN

5.1 The Treasury Plan

The Treasury Plan is hereby established for Participants with an effective date of January 27, 2004.

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5.2 Grant of Restricted Share Units

Subject to section 3.2, an award of Restricted Share Units pursuant to the Treasury Plan will be made and the number of such Restricted Share Units awarded will be credited to each Participant’s Account, effective as of the Award Date. The number of Restricted Share Units to be credited to each Participant’s Account shall be determined by the Board, or the Committee delegated by the Board to do so, each in its sole discretion. The Restricted Share Units credited to a Participant’s Account pursuant to this section shall be noted as having been granted under the Treasury Plan.

5.3 Vesting

Subject to Article Six, an award of Restricted Share Units under the Treasury Plan shall vest in accordance with the terms specified in the Participant’s Acknowledgement Agreement. The vesting provisions in any Acknowledgement Agreement will be determined by the Board, or the Committee if delegated by the Board to do so, each in its sole discretion; provided that for each award of Restricted Share Units to an Employee, the Restricted Share Units shall vest over a period of no less than three years from the Award Date.

For greater certainty, the vesting of Restricted Share Units may be determined from time to time by the Board or the Committee if so delegated by the Board, to include criteria such as, but not limited to:

(a) time vesting, in which an ATI Share is not delivered to a Participant until the Participant has held the corresponding Restricted Share Unit for a specified period of time; and

(b) performance vesting, in which the number of ATI Shares to be delivered to a Participant for each Restricted Share Unit that vests may fluctuate based upon the Corporation’s performance and/or the market price of the ATI Shares, in such manner as determined by the Board or, if so delegated, the Committee, in their sole discretion.

5.4 Allotment of ATI Shares for Issuance by the Corporation

The Corporation shall allot for issuance from treasury such number of ATI Shares corresponding to the maximum number of ATI Shares that may be deliverable to Participants upon the vesting of Restricted Share Units awarded to Participants under the Treasury Plan.

5.5 Limits on Issuances

The maximum number of ATI Shares available for issuance under (i) the Treasury Plan, and (ii) the terms of the Corporation’s restricted share plans established for non-Canadian employees and directors shall be limited to the number of ATI Shares as set out from time to time in Schedule B. In addition, any ATI Shares issued under the Treasury Plan shall be issued only from the pool of ATI Shares set out in the Corporation’s Share Option Plan as being reserved for issuance under the Corporation’s Share Option Plan and any other share compensation plans or arrangements established by the Corporation (excluding, for greater certainty, ATI Shares issuable or reserved for issuance in connection with the ArtX Inc. 1997 Equity Investment Plans).

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In the event there is any change in the ATI Shares through the declaration of stock dividends or subdivisions, consolidations or exchanges of ATI Shares, or otherwise, the number of ATI Shares available for issuance upon the vesting of Restricted Share Units granted under the Treasury Plan shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Treasury Plan.

In addition, the number of ATI Shares reserved for issuance and which may be issued pursuant to the Treasury Plan and other share compensation arrangements established by the Corporation shall be limited as follows:

(a) the number of ATI Shares reserved for issuance to any one individual shall not exceed 5% of the Outstanding Issue;

(b) the number of ATI Shares reserved for issuance pursuant to Restricted Share Units and Options granted to Insiders shall not exceed 10% of the Outstanding Issue;

(c) the number of ATI Shares that may be issued to Insiders within any one-year period shall not exceed 10% of the Outstanding Issue; and

(d) the number of ATI Shares that may be issued to any one Insider and such Insider’s Associates within any one-year period shall not exceed 5% of the Outstanding Issue.

5.6 Delivery of ATI Shares by the Corporation on Vesting

The Corporation shall, as soon as practicable after the relevant vesting date of any award of Restricted Share Units under the Treasury Plan, issue from treasury to each Participant the number of ATI Shares required to be delivered to a Participant upon the vesting of such Participant’s Restricted Share Units in the Participant’s Account. The Corporation shall register and deliver certificates for such ATI Shares to the Participant by first class insured mail, unless the Corporation shall have received alternative instructions from the Participant (through Management or the Plan Administrator) for the registration and/or delivery of the certificates.

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ARTICLE 6
ACCELERATED VESTING AND FORFEITURE

6.1 Accelerated Vesting

The Board in its sole discretion may, by resolution, permit all unvested awards of Restricted Share Units to vest immediately and the ATI Shares corresponding to the Restricted Share Units in the Participants’ Accounts to be delivered in accordance with section 4.8 or 5.6, as applicable.

Without limiting the generality of the foregoing, if a Take-over Bid is made pursuant to a take-over bid circular or an Issuer Bid is made pursuant to an issuer bid circular or if the Corporation proposes a Going Private Transaction, the Board in its sole discretion may, by resolution, permit all unvested awards of Restricted Share Units to vest immediately and the ATI Shares corresponding to the Restricted Share Units in the Participants’ Accounts to be paid out in accordance with section 4.8 or 5.6, as applicable. The Trustee and the Plan Administrator shall not tender or deposit ATI Shares corresponding to any unvested awards of Restricted Share Units into any Take-over Bid or Issuer Bid.

6.2 Delivery on Forfeiture

Where a Participant ceases to be a Participant pursuant to sections 6.3, 6.4, 6.5 or 6.6, any ATI Shares corresponding to any remaining vested award of Restricted Share Units shall be delivered to the former Participant in accordance with section 4.8 or 5.6, as applicable, as soon as practicable after the Forfeiture Date and the former Participant shall not be entitled to any further distribution of ATI Shares or any payment from the Plans.

6.3 Retirement

If a Participant retires from employment with the Corporation, as determined by the Committee in its sole discretion, before all awards respecting Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision hereof, such Participant shall be deemed to continue to be a Participant for purposes of the Plans, but only if, and for so long as, such Participant does not work for a competitor of the Corporation, or otherwise compete with the Corporation, as determined by the Committee in its sole discretion. For greater certainty, so long as a Participant continues to be deemed a Participant for purposes of this paragraph, the vesting of such Participant’s Restricted Share Units pursuant to section 4.3 or 5.3, as applicable, the delivery of certificates for ATI Shares pursuant to sections 4.8 or 5.6, as applicable, and sections 6.1, 6.2, and 6.7 apply to such Participant. If, in the opinion of the Committee, such Participant begins to work for a competitor of the Corporation, or otherwise competes with the Corporation, the Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested awards respecting Restricted Share Units in the Participant’s Account effective as at the Forfeiture Date.

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6.4 Resignation

If a Participant resigns from employment with the Corporation, as determined by the Committee in its sole discretion, before all of the awards respecting Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision hereof, such Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested awards respecting Restricted Share Units in the Participant’s Account effective as at the Forfeiture Date.

6.5 Disability and Leaves of Absence

If a Participant becomes eligible for long-term disability benefits under the terms of a long-term disability plan of the Corporation or is eligible for short term disability or is on pregnancy, parental, emergency or other approved leave, as determined by the Committee in its sole discretion, before all of the awards respecting Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision hereof, such Participant shall be deemed to continue to be a Participant for purposes of the Plans, but only if, and for so long as, such Participant does not work for a competitor of the Corporation, or otherwise compete with the Corporation, as determined by the Committee in its sole discretion. For greater certainty, so long as a Participant continues to be deemed a Participant for purposes of this paragraph, the vesting of such Participant’s Restricted Share Units pursuant to section 4.3 or 5.3, as applicable, the delivery of certificates for ATI Shares pursuant to sections 4.8 or 5.6, as applicable, and sections 6.1, 6.2 and 6.7 apply to such Participant. If, in the opinion of the Committee, such Participant begins to work for a competitor of the Corporation, or otherwise competes with the Corporation, the Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested awards respecting Restricted Share Units in the Participant’s Account effective as at the Forfeiture Date.

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6.6 Termination of Employment

If a Participant is terminated from the Corporation for any reason (including involuntary termination without cause), as determined by the Committee in its sole discretion, before all of the awards respecting Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision hereof, such Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all awards respecting unvested Restricted Share Units in his Account effective as at the Forfeiture Date. Notwithstanding the previous sentence, in the event of an involuntary termination without cause, the Committee may, in its sole discretion, permit a Participant to continue to participate in the Plans during any statutory or common law severance period or any period of reasonable notice that the Corporation may be required at law to provide to the Participant. In such circumstances, the Participant shall cease to be a Participant following the expiry of the severance period.

6.7 Death

If a Participant dies before all of the awards respecting Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision hereof, all unvested awards respecting Restricted Share Units will vest effective on the date of death. The Corporation and/or Plan Administrator will notify the Trustee as soon as practicable after receiving notice of such death. Upon receipt of satisfactory evidence of the Participant’s death from the authorized legal representative of the deceased Participant, the ATI Shares corresponding to the number of Restricted Share Units in such Participant’s Account shall be paid out to the legal representative of the deceased former Participant’s estate in accordance with section 4.8 or 5.6, as applicable.

6.8 Forfeited ATI Shares

The Trustee shall sell a sufficient number of ATI Shares held in the Market Plan Trust Fund corresponding to Forfeited Restricted Share Units through a Stock Exchange participating organization and the facilities of the Stock Exchange and shall use the proceeds of such sale to pay Basic Administration Expenses of the Trustee under the Market Plan and to return amounts in respect of Company Contributions. The Trustee, in its discretion, may limit the daily volume of such sale(s) or cause such sales to be made over several trading days to the extent that such action is deemed by it to be necessary to avoid disrupting the market price for ATI Shares or otherwise be in the best interests of the Corporation. To the extent that the proceeds of such sale(s) of such ATI Shares exceed the Basic Administration Expenses of the Trustee, the excess sale proceeds shall revert to the Corporation as soon as practicable as a return of Company Contributions. The Trustee may also use ATI Shares corresponding to Forfeited Restricted Share Units to satisfy any future awards of Restricted Share Units made pursuant to section 4.2. In no circumstances shall the Trustee transfer and deliver ATI Shares (including any which correspond to Forfeited Restricted Share Units) to the Corporation.

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ARTICLE 7
GENERAL

7.1 Compliance with Laws

The administration of the Plans, including without limitation all purchases of ATI Shares under the Market Plan or issuance of ATI Shares under the Treasury Plan, shall be subject to and made in conformity with all applicable laws and any applicable regulations of a duly constituted authority. Should the Corporation, in its sole discretion, determine that it is not feasible or desirable to deliver ATI Shares pursuant to an award of Restricted Share Units due to such laws or regulations, its obligation shall be satisfied by means of an equivalent cash payment (equivalence being determined on a before-tax basis) less any applicable withholding taxes.

7.2 Reorganization of the Corporation

The existence of any Restricted Share Units or ATI Shares corresponding to such Restricted Share Units shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares 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.

7.3 General Restrictions and Assignment

Except as required by law, the rights of a Participant hereunder are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

The rights and obligations hereunder may be assigned by the Corporation to a successor in the business of the Corporation.

7.4 Market Fluctuations

No amount will be paid to, or in respect of, a Participant under the Plans to compensate for a downward fluctuation in the price of ATI Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

The Corporation makes no representations or warranties to Participants with respect to the Plans or the Restricted Share Units whatsoever. Participants are expressly advised that Company Contributions will be used to acquire ATI Shares under the Market Plan and that the value of any Restricted Share Units and ATI Shares under the Plans will fluctuate as the trading price of ATI Shares fluctuates. If the Board or Committee has attached performance vesting criteria to any Restricted Share Units under sections 4.3 or 5.3, the number of ATI Shares delivered to a Participant upon the vesting of such Restricted Share Unit may fluctuate based upon the terms of such vesting criteria.

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

7.5 No Rights to Employment

(a) Nothing in this document or in the opportunity to participate in the Plans shall confer upon any Participant any right to continued employment with the Corporation nor shall interfere in any way with the right of the Corporation to terminate the Participant’s employment at any time.

(b) Nothing in this document or in the opportunity to participate in the Plans shall be construed to provide the Participant with any rights whatsoever to participate or to continue participation in the Plans, or to compensation or damages in lieu of participation or the right to participate in the Plans upon the termination of the Participant’s employment for any reason whatsoever.

(c) A Participant shall not be entitled to any right to participate or to continue to participate in the Plans or to compensation or damages in lieu of participation or the right to participate in the Plans in consequence of the termination of his employment with the Corporation for any reason (including, without limitation, any breach of contract by the Corporation or in consequence of any other circumstances whatsoever).

7.6 No Trading on Undisclosed Information

No Participant shall in any manner participate in the trading of ATI Shares based upon insider or undisclosed material corporate information. Any trading based on undisclosed material information by a Participant may be subject to prosecution and may result in discipline by the Corporation up to and including termination of a Participant’s employment with the Corporation. Participants should consult the stock trading policy of the Corporation available from the Corporation.

7.7 No Shareholder Rights

Under no circumstances shall Restricted Share Units be considered an interest in any ATI Shares or other securities of the Corporation nor shall any Participant be considered to be the owner of any ATI Shares by virtue of an award of Restricted Share Units until such Restricted Share Units have vested and ATI Shares are delivered to the Participant in accordance with the terms of the Plans. Restricted Share Units shall not entitle any Participant to exercise voting rights with respect to Restricted Shares (except as provided in section 4.4) nor any other rights attaching to the ownership of ATI Shares or other securities of the Corporation. To the extent the assets which constitute the Market Plan Trust Fund are insufficient to satisfy the rights of Participants under the Market Plan, such rights shall be no greater than the rights of an unsecured creditor of the Corporation.

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7.8 Governing Law

The validity, construction and effect of the Plans and any actions taken or relating to the Plans shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

7.9 Currency

All amounts paid or values to be determined under the Plans shall be in Canadian dollars.

7.10 Severability

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

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SCHEDULE “A”

ACKNOWLEDGEMENT AND AGREEMENT

RESTRICTED SHARE UNIT PLAN FOR CANADIAN EMPLOYEES

ATI Technologies Inc. (“ATI”) is pleased to inform you that the Board of Directors has approved an award of restricted share units (“RSUs”) in your name, subject to the terms and conditions of the Restricted Share Unit Plan for Canadian Employees (the “Plan”). Your RSUs have been awarded under the Treasury Plan set out in the Plan, meaning that the common shares of ATI (the “Shares”) that will be delivered to you upon vesting of your RSUs will be new shares issued from ATI’s treasury. A copy of the Plan can be found on ATI’s intranet site at the following address:

http:// •

PLEASE READ THE PLAN CAREFULLY AS IT SETS OUT
TERMS AND CONDITIONS THAT APPLY TO YOUR RSUs.

Vesting

[INSERT VESTING CRITERIA]

By clicking the “I Accept” icon below, I accept the award of RSUs made in my name and hereby acknowledge and agree that:

(a) I have reviewed a copy of the Plan and agree to be bound by it and the terms and conditions of this acknowledgement and agreement;

(b) I will be liable for all reporting and payment of income tax payable by me in respect of Shares received by me upon the vesting of RSUs;

(c) it is my responsibility to confirm the amount of tax payable and the applicable reporting and payment requirements under the relevant taxation legislation with my own tax advisor;

(d) the value of an RSU is based on the trading price of ATI’s Shares and is not guaranteed; the eventual cash value of an RSU upon vesting may be higher or lower than the value of the RSU on the award date;

(e) if I (i) retire from employment with ATI, become eligible for long-term disability benefits under the terms of a long-term disability plan sponsored by ATI, become eligible for short-term disability, go on maternity, parental, emergency or other approved leave, and (ii) at any time thereafter, I begin to work for a competitor of ATI or otherwise compete with ATI, I will forfeit any RSUs that have not yet vested, as set out in more detail in the Plan;

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(f) if I resign or my employment with ATI is terminated for any reason, I will forfeit any RSUs that have not yet vested, as set out in more detail in the Plan;

(g) where the number of RSUs that vest on any date is not a whole number, the number of RSUs that vest on each such date, and the number of Shares deliverable on such date, shall be rounded by the Plan Administrator in accordance with its policies and systems;

(h) I am required to provide ATI with all of the information (including personal information) that it requires in order to administer the Plan and I hereby consent to the collection of all such information by ATI; I understand that the ATI may from time to time transfer or provide access to such information to third party service providers for purposes of the administration of the Plan and that such service providers will be provided with such information for the sole purpose of providing such services to ATI; the withdrawal of my consent at any time may result in a delay in the administration of the Plan or the inability of the Corporation to deliver Shares to me upon the vesting of my RSUs;

(i) any notice required to be provided by me to ATI under the Plan must be made in writing and will only be effective upon its receipt by the ATI contact person indicated below;

(j) any notice required to be provided by ATI to me concerning the RSUs will be in writing (either in electronic format or hardcopy) and will be effective if mailed or delivered electronically to me; such notice may also be delivered by Solium Capital; and

(k) if ATI waives a provision of this acknowledgement and agreement or the Plan, such waiver shall not operate as or be construed to be a continuing waiver of the same provision or a waiver of any other provision hereof.

Please acknowledge your acceptance of the terms and conditions of this award of RSUs and the terms and conditions of the Plan by clicking the “I Accept” icon at the bottom of this page. If you need any further information regarding this award of RSUs, please do not hesitate to contact Barbara Wilcox, Employee Programs Manager, at (905) 882-2600 extension 3689.

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SCHEDULE “B”

The Corporation committed, effective December 14, 2004, to limit the maximum number of ATI Shares issuable from treasury under all of the Corporation’s restricted share plans to 3,000,000 ATI Shares.

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EX-4.3

EXHIBIT 4.3

ATI TECHNOLOGIES INC.

RESTRICTED SHARE UNIT PLAN FOR
GLOBAL DIRECTORS AND EMPLOYEES

AMENDED AND RESTATED
EFFECTIVE JANUARY 31, 2005

1. INTRODUCTION

1.1 Purpose

The Plan has been established to retain and motivate eligible Directors and Employees and to promote a greater alignment of interests between Directors, Employees and the shareholders of the Corporation and its Affiliates.

1.2 Definitions

For purposes of the Plan:

(a) “Account” means an account maintained for each Participant on the books of the Corporation which will be credited with Restricted Share Units in accordance with the terms of the Plan;

(b) “Acknowledgement Form” has the meaning set forth in Paragraph 3.2;

(c) “Act” means the Canada Business Corporations Act or its successor, as amended from time to time;

(d) “Affiliate” means an “affiliated entity” under Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants adopted by the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec;

(e) “Applicable Withholding Taxes” has the meaning set forth in Paragraph 2.7;

(f) “Associate” shall have the meaning ascribed thereto in the Ontario Securities Act;

(g) “ATI Share” means a common share of the Corporation;

(h) “Award Date” means the date or dates on which Restricted Share Units are awarded to a Participant in accordance with Paragraph 4.1;

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(i) “Board” means the board of directors of the Corporation as constituted from time to time;

(j) “Canadian Restricted Share Unit Plan” means the ATI Technologies Inc. Restricted Share Unit Plan for Canadian Directors and Employees or its successor, as amended from time to time;

(k) “Committee” means the committee of the Board responsible for recommending to the Board the compensation of the Participants, which at the effective date of the Plan is the Human Resources and Compensation Committee;

(l) “Corporation” means ATI Technologies Inc.;

(m) “Director” means a person who is a director of the Corporation or an Affiliate, as applicable;

(n) “Distribution Value” means the value of an ATI Share on NASDAQ at the relevant vesting date;

(o) “Effective Date” has the meaning set forth in Paragraph 1.4;

(p) “Employee” means an employee of the Corporation or an Affiliate, as applicable, other than seasonal and contract employees and independent contractors;

(q) “Forfeiture Date” means the date, as determined by Management, on which a Participant:

(i) who has retired or has become eligible for long-term or short-term disability benefits or who is on pregnancy, parental, emergency or other approved leave, begins to work for a competitor of the Corporation or otherwise competes with the Corporation as contemplated in Paragraph 5.4 or 5.6, as applicable;

(ii) resigns from employment with the Corporation as contemplated in Paragraph 5.5 and “Forfeiture Date” in such circumstances specifically does not mean the date on which any period of reasonable notice that the Corporation may be required at law to provide to the Participant, would expire; or

(iii) is terminated for any reason as contemplated in Paragraph 5.7 and, except as specifically provided in Paragraph 5.7, “Forfeiture Date” specifically does not mean the date on which any statutory or common law severance period or any period of reasonable notice that the Corporation may be required at law to provide to the Participant, would expire;

(r) “Going Private Transaction” shall have the meaning ascribed thereto in the Act;

(s) “Insider” shall have the meaning ascribed thereto in the Ontario Securities Act;

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(t) “Issuer Bid” shall have the meaning ascribed thereto in the Ontario Securities Act;

(u) “Management” means the senior management of the Corporation or an Affiliate;

(v) “NASDAQ” means the NASDAQ Stock Market;

(w) “Ontario Securities Act” means the Securities Act (Ontario) or its successor, as amended from time to time;

(x) “Options” means options to purchase ATI Shares granted under the Corporation’s share option plans;

(y) “Outstanding Issue” means on any date, the number of ATI Shares of the Corporation issued and outstanding, excluding any ATI Shares issued pursuant to share compensation arrangements during the one-year period immediately preceding such date;

(z) “Participant” means a Director or an Employee determined to participate in the Plan in accordance with Paragraph 3.1 and, where applicable, a former Director or a former Employee deemed to continue to participate in the Plan in accordance with Paragraph 5.4, 5.6 or 5.7;

(aa) “Plan” means the ATI Technologies Inc. Restricted Share Unit Plan for Global Directors and Employees;

(bb) “Plan Administrator” means the third party service provider, if any, retained from time to time by the Corporation to perform certain of the administrative functions of the Plans as delegated by the Committee in accordance with section 2.3;

(cc) “Restricted Share Unit” means a unit equivalent in value to an ATI Share, credited to a Participant’s Account by means of a bookkeeping entry on the books of the Corporation in accordance with Paragraph 4.1;

(dd) “Take-over Bid” shall have the meaning ascribed thereto in the Ontario Securities Act; and

(ee) “U.S. Restricted Share Plan” means the ATI Technologies Inc. Restricted Share Plan for U.S. Directors and Employees or its successor, as amended from time to time.

1.3 Interpretation

Words in the singular include the plural and words in the plural include the singular. Words importing male persons include female persons, corporations or other entities, as applicable. The headings in the Plan are for convenience and reference only and shall not be deemed to alter or affect any provision hereof.

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1.4 Effective Date of the Plan

The effective date of the Plan shall be August 12, 2003 (the “Effective Date”). The Board shall review and confirm the terms of the Plan from time to time.

2. PLAN ADMINISTRATION

2.1 Administration of the Plan

Except for matters that are under the jurisdiction of the Board as specified by the Plan or as required by law, the Plan shall be administered by the Committee.

2.2 Authority of the Committee

Subject to Paragraph 2.1, the Committee shall, by majority action, have the full power to administer the Plan, including, but not limited to the authority to:

(a) interpret and construe any provision of the Plan and decide all questions of fact arising in its interpretation;

(b) adopt, amend, suspend and rescind such rules and regulations for administration of the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan, or in order to conform to any law or regulation or to any change in any laws or regulations applicable thereto;

(c) make recommendations to the Board for the Board’s consideration concerning the determination of Participants in the Plan and the number of Restricted Share Units to be credited to each Participant’s Account;

(d) determine, upon the vesting of any Restricted Share Units, whether the Participant shall recover a lump sum payment, ATI Shares issued from treasury or a combination of both cash and ATI Shares;

(e) take any and all actions permitted by the Plan; and

(f) make any other determinations and take such other action in connection with the administration of the Plan that it deems necessary or advisable.

2.3 Delegation of Authority

The Committee may delegate to Management and/or a Plan Administrator the whole or any part of the administration of the Plan and shall determine the scope of such delegation in its sole discretion.

2.4 Discretionary Relief

Notwithstanding any other provision of the Plan, the Committee may, at its sole discretion, (i) waive any condition of the Plan or (ii) satisfy any award that would otherwise be payable in Restricted Share Units by an equivalent cash payment (equivalence being determined on a before-tax basis), if specific individual circumstances warrant such waiver or payment.

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2.5 Amendment, Suspension, or Termination of Plan

(a) The Board may from time to time amend or suspend the Plan in whole or in part and may at any time terminate the Plan without prior notice. However, except as expressly set forth herein, no such amendment, suspension, or termination may adversely affect the Restricted Share Units held in Participants’ Accounts at the time of such amendment, suspension, or termination without the consent of the affected Participant(s).

(b) The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to the Plan, and may make such determinations as it deems necessary or desirable for the administration of the Plan.

(c) If the Board terminates or suspends the Plan no new Restricted Share Units will be credited to the Account of a Participant.

(d) On termination of the Plan, any Restricted Share Units shall immediately vest and be paid out to the Participant in accordance with the terms of the Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when all Restricted Share Units have been paid out of, or cancelled in, all Participants’ Accounts.

2.6 Final Determination

Any determination or decision by, or opinion of, the Board, the Committee or Management made or held pursuant to the terms of the Plan shall be made or held reasonably and shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants, and their beneficiaries and legal representatives.

Subject to Paragraph 2.4, all rights, entitlements and obligations of Participants under the Plan are set forth in the terms of the Plan and cannot be modified by any other documents, statements or communications, except by Plan amendments referred to in Paragraph 2.5.

2.7 Taxes and Other Source Deductions

Neither the Corporation nor any Affiliate shall have any liability for any tax imposed on any Participant as a result of amounts paid or payable to such Participant under this Plan or of any ATI Shares received by such Participant under this Plan. The Corporation shall be authorized to deduct from any amount paid or credited hereunder such taxes and other amounts as it may be required by law to withhold, in such manner as it determines (the “Applicable Withholding Taxes”).

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2.8 Information

Each  Participant shall provide the Corporation with all information (including personal information) it requires in order to administer the Plan.

The Corporation may from time to time transfer or provide access to such information to a third party service provider for purposes of the administration of the Plan.

2.9 Indemnification

Each member of the Board or Committee is indemnified and held harmless by the Company against any cost or expense (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan to the extent permitted by applicable law. This indemnification is in addition to any rights of indemnification a Board or Committee member may have as director or otherwise under the by-laws of the Corporation, any agreement, any vote of shareholders, or disinterested directors, or otherwise.

3. ELIGIBILITY AND PARTICIPATION

3.1 Participation

The Board, in its sole discretion, shall determine, or shall delegate to the Committee the determination of, which Directors and Employees will participate in the Plan.

3.2 Acknowledgement Form

A Participant shall confirm acknowledgement of an award of Restricted Share Units to such Participant under the Plan in the form attached hereto as Schedule “A” (or such similar form as determined by the Committee) (the “Acknowledgement Agreement”) within the time period and in such manner as specified by the Corporation or the Plan Administrator. If acknowledgement of an award of Restricted Share Units is not confirmed by a Participant within the time specified, the Corporation reserves the right to revoke the crediting of Restricted Share Units to the Participant’s Account.

3.3 Participant’s Agreement to be Bound

Participation in the Plan by any Participant shall be construed as acceptance by the Participant of the terms and conditions of the Plan and all rules and procedures adopted hereunder and as amended from time to time.

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4. GRANT OF PHANTOM RESTRICTED SHARE UNITS

4.1 Grant of Restricted Share Units

Subject to Section 3.2, an award in the form of Restricted Share Units will be credited to each Participant’s Account, effective as of the Award Date. The number of Restricted Share Units to be credited to each Participant’s Account shall be determined by the Board, or the Committee, if delegated by the Board to do so, each in its sole discretion.

4.2 Account Statements

Information pertaining to the Restricted Share Units in Participants’ Accounts will be made available to the Participants at least annually in such manner as Management or the Plan Administrator may determine and shall include such matters as the Committee may determine from time to time or as otherwise may be required by law.

5. VESTING AND PAYMENT

5.1 Vesting

Subject to Paragraph 5.2, the Restricted Share Units credited to a Participant’s Account shall vest in accordance with the terms specified in the Participant’s Acknowledgement Form. The vesting provisions in any Acknowledgement Form will be determined by the Board or the Committee, if delegated by the Board to do so, each in its sole discretion, provided that each award of Restricted Share Units to an Employee shall vest over a period of no less than three years from the Award Date.

For greater certainty, the vesting of Restricted Share Units may be determined from time to time by the Board, or the Committee if delegated by the Board to do so, to include criteria such as, but not limited to:

(a) time vesting, in which an ATI Share is not delivered to a Participant until the Participant has held the corresponding Restricted Share Unit for a specified period of time; and

(b) performance vesting, in which the number of Restricted Share Units that vest at any time fluctuates based upon the Corporation’s performance and/or the market price of ATI Shares, in such manner as determined by the Board or, if so delegated, the Committee, each in their sole discretion.

5.2 Accelerated Vesting

The Board in its sole discretion may, by resolution, permit all unvested Restricted Share Units to vest immediately and be paid out of the Participants’ Accounts in accordance with Paragraph 5.3.

Without limiting the generality of the foregoing, if a Take-over Bid is made pursuant to a take-over bid circular or an Issuer Bid is made pursuant to an issuer bid circular or if the Corporation proposes a Going Private Transaction, the Board in its sole discretion may, by resolution, permit all unvested Restricted Share Units to vest immediately and be paid out of the Participants’ Accounts in accordance with Paragraph 5.3.

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5.3 Payments

(a) Payments on Vesting.

The Committee shall, (i) in its sole discretion, determine no later than each relevant vesting date whether a Participant shall receive; and (ii) pay out or issue as soon as practicable after each relevant vesting date, either:

(i) a lump sum payment in cash, less any Applicable Withholding Taxes, equal to the number of Restricted Share Units recorded in the Participant’s Account that become payable on the relevant vesting date multiplied by the Distribution Value; or

(ii) one ATI Share issued by the Corporation from treasury as a fully paid and non-assessable ATI Share for each Restricted Share Unit recorded in the Participant’s Account that is payable on the relevant vesting date.

Upon payment or issuance of the foregoing, the Restricted Share Unit upon which such payment or issuance was based shall be cancelled and no further payments shall be made from the Plan in relation to such Restricted Share Unit.

(b) Payments on Forfeiture.

As determined by the Committee, in its sole discretion, where a Participant ceases to be a Participant pursuant to Paragraphs 5.4, 5.5, 5.6 or 5.7, the former Participant shall receive, as soon as practicable, and no later than 45 days, after the Forfeiture Date:

(i) a lump sum payment in cash, less any Applicable Withholding Taxes, equal to the number of any remaining vested Restricted Share Units recorded in the former Participant’s Account multiplied by the Distribution Value;

(ii) one ATI Share issued by the Corporation from treasury as a fully paid and non-assessable ATI Share for each remaining vested Restricted Share Unit recorded in the former Participant’s Account.

Upon payment or issuance of the foregoing, the Restricted Share Units upon which such payment or issuance was based and all forfeited Restricted Share Units shall be cancelled and the former Participant shall not be entitled to any further payment from the Plan.

(c) Delivery of ATI Shares

The Corporation shall register and deliver certificates for any ATI Shares issued to a Participant upon the vesting of Restricted Share Units by first class insured mail, unless the Corporation shall have received alternative instructions from the Participant (through Management or the Plan Administrator) for the registration and/or delivery of the certificates.

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(d) Limits On Issuances

The maximum number of ATI Shares available for issuance under (i) the Plan, and (ii) the terms of the Canadian Restricted Share Unit Plan and the U.S. Restricted Share Plan shall be limited to the number of ATI Shares as set out from time to time in Schedule “B”. In addition, any ATI Shares issued under the Plan shall be issued only from the pool of ATI Shares set out in the Corporation’s share option plan as being reserved for issuance under the Corporation’s share option plan and any other share compensation plans or arrangements established by the Corporation (excluding, for greater certainty, ATI Shares issuable or reserved for issuance in connection with the ArtX Inc. 1997 Equity Investment Plans).

In the event there is any change in the ATI Shares through the declination of stock dividends or subdivisions, consolidations or exchanges of ATI Shares, or otherwise, the number of ATI Shares available for issuance upon the vesting of Restricted Share Units granted under the Plan shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan.

In addition, the number of ATI Shares reserved for issuance and which may be issued pursuant to the Plan and other share compensation arrangements established by the Corporation shall be limited as follows:

(i) the number of ATI Shares reserved for issuance to any one individual shall not exceed 5% of the Outstanding Issue;

(ii) the number of ATI Shares reserved for issuance pursuant to Restricted Share Units and Options granted to Insiders shall not exceed 10% of the Outstanding Issue;

(iii) the number of ATI Shares that may be issued to Insiders within any one-year period shall not exceed 10% of the Outstanding Issue; and

(iv) the number of ATI Shares that may be issued to any one Insider and such Insider’s Associates within any one-year period shall not exceed 5% of the Outstanding Issue.

5.4 Retirement

If a Participant retires from employment with the Corporation (or an Affiliate), as determined by the Committee in its sole discretion, before all of the Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision of the Plan, such Participant shall be deemed to continue to be a Participant for purposes of the Plan, but only if, and for so long as, such Participant does not work for a competitor of the Corporation, or otherwise compete with the Corporation (or an Affiliate), as determined by the Committee in its sole discretion. For greater certainty, so long as a Participant continues to be deemed a Participant for purposes of this paragraph, Paragraphs 5.1, 5.2, 5.3 and 5.8 apply to such Participant. If, in the opinion of the Committee, such Participant begins to work for a competitor of the Corporation (or an Affiliate), or otherwise competes with the Corporation, the Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested Restricted Share Units in the Participant’s Account effective as at the Forfeiture Date.

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5.5 Resignation

If a Participant resigns from employment with the Corporation (or an Affiliate), as determined by the Committee in its sole discretion, before all of the Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision of the Plan, such Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested Restricted Share Units in his Account effective as at the Forfeiture Date.

5.6 Disability and Leaves of Absence

If a Participant becomes eligible for long-term disability benefits under the terms of a long-term disability plan of the Corporation (or an Affiliate) or is eligible for short term disability or is on pregnancy, parental, emergency or other approved leave, as determined by the Committee in its sole discretion, before all of the Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision of the Plan, such Participant shall be deemed to continue to be a Participant for purposes of the Plan, but only if, and for so long as, such Participant does not work for a competitor of the Corporation (or an Affiliate), or otherwise compete with the Corporation (or an Affiliate), as determined by the Committee in its sole discretion. For greater certainty, so long as a Participant continues to be deemed a Participant for purposes of this paragraph, Paragraphs 5.1, 5.2, 5.3 and 5.8 apply to such Participant. If, in the opinion of the Committee, such Participant begins to work for a competitor of the Corporation (or an Affiliate), or otherwise competes with the Corporation, the Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested Restricted Share Units in the Participant’s Account effective as at the Forfeiture Date.

5.7 Termination of Employment

If a Participant is terminated from the Corporation (or an Affiliate) for any reason (including involuntary termination without cause), as determined by the Committee in its sole discretion, before all of the Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision of the Plan, such Participant shall cease to be a Participant as of the Forfeiture Date, and the former Participant shall forfeit all unvested Restricted Share Units in his Account effective as at the Forfeiture Date. Notwithstanding the previous sentence, in the event of an involuntary termination without cause, the Committee may, in its sole discretion, permit a Participant to continue to participate in the Plan during any statutory or common law severance period and any period of reasonable notice that the Corporation (or an Affiliate) may be required at law to provide to the Participant. In such circumstances, the Participant shall cease to be a Participant following the expiry of such period.

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5.8 Death

If a Participant dies before all of the Restricted Share Units credited to the Participant’s Account have vested or are forfeited pursuant to any other provision of the Plan, all unvested Restricted Share Units will vest effective on the date of death. Upon receipt of satisfactory evidence of the Participant’s death from the authorized legal representative of the deceased Participant, the Corporation shall, as determined by the Committee in its sole discretion, either:

(i) make a lump sum payment in cash, less any Applicable Withholding Taxes, to the legal representative of the deceased former Participant’s estate equal to the number of Restricted Share Units recorded in the Former Participant’s Account multiplied by the Distribution Value; or

(ii) issue to the legal representation of the deceased former Participant’s estate one ATI Share from treasury as a fully paid and non-assessable ATI Share for each remaining Restricted Share Unit recorded in the former Participant’s Account.

Upon payment or issuance of the foregoing, the Restricted Share Units upon which such payment or issuance was based shall be cancelled and no further payments shall be made from the Plan to the deceased former Participant’s estate.

6. GENERAL

6.1 No Shareholder Rights

Under no circumstances shall Restricted Share Units be considered ATI Shares or other securities of the Corporation or any Affiliate, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of ATI Shares or other securities of the Corporation or any Affiliate, nor shall any Participant be considered the owner of ATI Shares by virtue of the award of Restricted Share Units.

6.2 Reorganization of the Corporation

The existence of any Restricted Share Units shall not affect in any way the right or power of the Corporation, an Affiliate, or their respective shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the capital structure of the Corporation or an Affiliate or their business, or any amalgamation, combination, merger or consolidation involving the Corporation (or an Affiliate) or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation (or an Affiliate) 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.

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6.3 General Restrictions and Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

The Plan shall be binding on all successors and assigns of the Corporation and its Affiliates.

6.4 Market Fluctuations

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 ATI Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

The Corporation makes no representations or warranties to Participants with respect to the Plan or the Restricted Share Units whatsoever. Participants are expressly advised that the value of any Restricted Share Units in the Plan will fluctuate as the trading price of ATI Shares fluctuates. If the Board or Committee has attached performance vesting criteria to any Restricted Share Units under Section 5.1, the amount of cash to be paid to a Participant or the number of ATI Shares to be delivered to a Participant upon the vesting of such Restricted Share Units may fluctuate based upon the terms of such vesting criteria.

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 ATI Shares and all other risks associated with the holding of Restricted Share Units.

6.5 No Rights to Employment

(a) Nothing in this Plan or in the opportunity to participate in this Plan shall confer upon any Participant any right to continued employment with the Corporation or an Affiliate, as applicable, nor shall interfere in any way with the right of the Corporation or an Affiliate, as applicable, to terminate the Participant’s employment at any time.

(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 to continue participation in this Plan, or to compensation or damages in lieu of participation or the right to participate in this Plan upon the termination of the Participant’s employment for any reason whatsoever.

(c) A Participant shall not be entitled to any right to participate or to continue to participate in this Plan or to compensation or damages in lieu of participation or the right to participate in the Plan in consequence of the termination of his employment with the Corporation or an Affiliate, as applicable, for any reason (including, without limitation, any breach of contract by the Corporation or an Affiliate, as applicable, or in consequence of any other circumstances whatsoever.

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6.6 No Trading on Undisclosed Information

No Participant shall in any manner participate in the trading of ATI Shares based upon insider or undisclosed material corporate information. Any trading based on undisclosed material information by a Participant may be subject to prosecution and may result in discipline by the Corporation up to and including termination of a Participant’s employment with the Corporation. Participants should consult the stock trading policy of the Corporation available from the Corporation.

6.7 Unfunded and Unsecured Plan

Unless otherwise determined by the Board, the Plan shall be unfunded and neither the Corporation nor any of its Affiliates will secure the Corporation’s obligations under the Plan. To the extent any Participant or his estate holds rights by virtue of an award of Restricted Share Units under the Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.

6.8 Governing Law

The Plan and the issuance and granting of Restricted Share Units hereunder shall be governed by, and construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.9 Currency

Unless otherwise determined by the Board in its sole discretion, all amounts paid or values to be determined under the Plan shall be in U.S. dollars.

6.10 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.

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SCHEDULE “A”

ATI TECHNOLOGIES INC.

ACKNOWLEDGEMENT AND AGREEMENT

RESTRICTED SHARE UNIT PLAN
FOR GLOBAL EMPLOYEES

ATI Technologies Inc. (“ATI”) is pleased to inform you that the Board of Directors has approved an award of restricted share units (“RSUs”) in your name, subject to the terms and conditions of the Restricted Share Unit Plan for Global Employees (the “Plan”). Upon vesting, these RSUs will be paid out in cash in accordance with the terms of the Plan. A copy of the Plan can be found on ATI’s intranet site at the following address:

http:// •

PLEASE READ THE PLAN CAREFULLY AS IT SETS OUT
TERMS AND CONDITIONS THAT APPLY TO YOUR RSUs.

Vesting

[INSERT VESTING CRITERIA]

By clicking the “I Accept” icon below, I accept the award of RSUs made in my name and hereby acknowledge and agree that:

(a) I have reviewed a copy of the Plan and agree to be bound by it and the terms and conditions of this acknowledgement and agreement;

(b) I will be liable for all reporting and payment of income tax payable by me in respect of the cash received by me upon the vesting of RSUs;

(c) it is my responsibility to confirm the amount of tax payable and the applicable reporting and payment requirements under the relevant taxation legislation with my own tax advisor;

(d) the value of an RSU is based on the trading price of ATI’s common shares and is not guaranteed; the eventual cash value of an RSU upon vesting may be higher or lower than the value of the RSU on the award date;

(e) if I (i) retire from employment with ATI, become eligible for long-term disability benefits under the terms of a long-term disability plan sponsored by ATI, become eligible for short-term disability, go on maternity, parental, emergency or other approved leave, and (ii) at any time thereafter, I begin to work for a competitor of ATI or otherwise compete with ATI, I will forfeit any RSUs that have not yet vested, as set out in more detail in the Plan;

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(f) if I resign or my employment with ATI is terminated for any reason, I will forfeit any RSUs that have not yet vested, as set out in more detail in the Plan;

(g) where the number of RSUs that vest on any date is not a whole number, the number of RSUs that vest on each such date shall be rounded by the Plan Administrator in accordance with its policies and systems;

(h) I am required to provide ATI with all of the information (including personal information) that it requires in order to administer the Plan and I hereby consent to the collection of all such information by ATI; I understand that the ATI may from time to time transfer or provide access to such information to third party service providers for purposes of the administration of the Plan and that such service providers will be provided with such information for the sole purpose of providing such services to ATI; the withdrawal of my consent at any time may result in a delay in the administration of the Plan or the inability of the Corporation to make a cash payment to me upon the vesting of my RSUs;

(i) any notice required to be provided by me to ATI under the Plan must be made in writing and will only be effective upon its receipt by the ATI contact person indicated below;

(j) any notice required to be provided by ATI to me concerning the RSUs will be in writing (either in electronic format or hardcopy) and will be effective if mailed or delivered electronically to me; such notice may also be delivered by Solium Capital; and

(k) if ATI waives a provision of this acknowledgement and agreement or the Plan, such waiver shall not operate as or be construed to be a continuing waiver of the same provision or a waiver of any other provision hereof.

Please acknowledge your acceptance of the terms and conditions of this award of RSUs and the terms and conditions of the Plan by clicking the “I Accept” icon at the bottom of this page. If you need any further information regarding this award of RSUs, please do not hesitate to contact Barbara Wilcox, Employee Programs Manager, at (905) 882-2600 extension 3689.

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SCHEDULE “B”

The Corporation committed, effective December 14, 2004, to limit the maximum number of ATI Shares issuable from treasury under all of the Corporation’s restricted share plans to 3,000,000 ATI Shares.

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EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF GOWLING LAFLEUR HENDERSON LLP]

November 17, 2005

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have acted as counsel to ATI Technologies Inc., a company continued under the federal laws of Canada (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the 10,000,000 common shares of the Company to be issued from time to time pursuant to the Company’s Restricted Share Unit Plan for U.S. Directors and Employees (the “Plan”). Under the terms of the Plan, up to a maximum of 3,000,000 common shares of the Company may be issued from the Company’s treasury (the “Treasury Shares”).

We have examined originals and copies, certified or identified to our satisfactions of: (i) the Registration Statement; (ii) the Plan; (iii) the Company’s Articles of Continuance and By-Laws, in each case, as amended; (iv) certain resolutions of the Company’s Board of Directors; and (v) such other proceedings, documents and records as we have deemed relevant or necessary as a basis for the opinions herein expressed.

For purposes of this opinion we have assumed the genuineness of all signatures on all documents, the authenticity of all documents submitted to us as certified, conformed or photostatic copies of facsimiles thereof, and that all representations of fact (other than those opined on below) expressed in or implied by the documents are accurate.

On the basis of the foregoing, we are of the opinion that all necessary corporate proceedings have been taken by the Corporation to reserve and set aside the Treasury Shares for issuance pursuant to the Plan and such shares will, when issued in accordance with the terms of the Plan and the grants of RSUs thereunder, be validly issued as fully paid and non-assessable shares of the Company.

We are solicitors qualified to carry on the practice of law in the Province of Ontario and we express no opinion as to any laws, or matters governed by any other laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein. We consent to being named in the Registration Statement and the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Gowling Lafleur Henderson LLP

EX-23.1

EXHIBIT 23.1

[LETTERHEAD OF KPMG LLP]

Consent of Independent Registered Public Accounting Firm

The Board of Directors
ATI Technologies Inc.

We consent to the incorporation by reference into the Registration Statement on Form S-8 of ATI Technologies Inc. (the “Company”) for the registration of Common Shares of the Company to be issued pursuant to the Company’s Restricted Share Unit Plans of our report dated September 30, 2004 with respect to the consolidated balance sheets of the Company as at August 31, 2004 and 2003, and the related consolidated statements of operations and retained earnings and cash flows for each of the years in the three-year period ended August 31, 2004, incorporated by reference herein.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada
November 18, 2005