Common use of COMPENSATION A Clause in Contracts

COMPENSATION A. Effective as of the Commencement Date, and continuing during the Term, the Executive will earn the following annual compensation, less applicable statutory and regular payroll deductions and withholdings: Compensation Element $US Annual Base Salary $850,000 (the “Base Salary”) Annual Short-Term Incentive 125% of Base Salary at Target (the “STI Bonus”) (0% - 200% of STI bonus target based on actual performance) Annual Long-Term Incentive Grant Targeted at $11.4 million (the “LTI Grant”) Those eligible to participate in the Employer’s long-term incentive plan (LTI Plan) may be entitled to receive an equity award subject to the terms set forth in the relevant shareholder-approved equity plan. Grants under the LTI Plan are made at the complete discretion and subject to the approval of the Compensation Committee and are based on the recommendation of the senior management or the CEO of the Parent. b. The structure of the STI Bonus and LTI ▇▇▇▇▇ will be consistent with those granted to the Employer’s other executives, and is subject to amendment from time to time by the Employer. c. The specific terms and conditions for the LTI Grant (including but not limited to the provisions upon termination of employment) will be based on the relevant plan documents, subject to amendments from time to time by Parent. d. Notwithstanding any other provisions in this Agreement to the contrary, and subject to any minimum requirements of applicable employment standards legislation, the Executive will be subject to any written clawback/recoupment policy of the Employer in effect from time-to- time, allowing the recovery of incentive compensation previously paid or payable to the Executive in cases of proven misconduct or material financial restatement, whether pursuant to the requirements of ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and the Consumer Protection Act, the listing requirements of any national securities exchange on which common stock of the Employer is listed, or otherwise. 5. BENEFITS a. The Executive will be eligible to participate in the Employer’s US group benefit plans, subject to the terms and conditions of said plans and the applicable policies of the Employer and applicable benefits providers. Subject to the Executive’s eligibility and the terms and

COMPENSATION A. Effective Cash Fee During the term of this Agreement, the Company shall pay the Director a nonrefundable fee of $1,000 per month in consideration for the Director providing the services described in Section I which shall compensate him for all time spent preparing for, travelling to (if applicable) and attending Board meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may be billed at the rate set forth in subparagraph C of Section IV below. This cash fee may be revised by action of the Board from time to time. Such revision shall be effective as of the Commencement Date, and continuing during the Term, the Executive will earn the following annual compensation, less applicable statutory and regular payroll deductions and withholdings: Compensation Element $US Annual Base Salary $850,000 (the “Base Salary”) Annual Short-Term Incentive 125% of Base Salary at Target (the “STI Bonus”) (0% - 200% of STI bonus target based on actual performance) Annual Long-Term Incentive Grant Targeted at $11.4 million (the “LTI Grant”) Those eligible to participate date specified in the Employer’s longresolution for payments not yet earned and need not be documented by an amendment to this Agreement. B. Additional Payments To the extent services described in Section I require out-term incentive plan (LTI Plan) of-town trips, such additional travel time may be entitled to receive an equity award subject to the terms set forth in the relevant shareholder-approved equity plan. Grants under the LTI Plan are made charged at the complete discretion and subject to the approval rate of $1,200 per day or pro-rated portion thereof. This rate may be revised by action of the Compensation Committee and are based on the recommendation of the senior management or the CEO of the Parent. b. The structure of the STI Bonus and LTI ▇▇▇▇▇ will be consistent with those granted to the Employer’s other executives, and is subject to amendment Board from time to time for payments not yet earned. Such revision shall be effective as of the date specified in the resolution and need not be documented by an amendment to this Agreement. C. Payment Cash fees shall be paid monthly at the end of each month. No invoices need be submitted by the Employer. c. Director for payment of the cash fee. Invoices for additional payments under subparagraph B of Section IV above shall be submitted by the Director. Such invoices must be approved by the Company’s Chief Executive Officer as to form and completeness. D. Expenses The specific terms Company will reimburse the Director for reasonable expenses approved in advance, such approval not to be unreasonably withheld. Invoices for expenses, with receipts attached, shall be submitted. Such invoices must be approved by the Company’s Chief Executive Officer as to form and conditions for completeness. E. Equity Compensation Director shall be eligible to receive awards under the LTI Grant (including but not limited to the provisions upon termination of employment) will be based on the relevant plan documents, subject to amendments Company’s equity incentive plans as may from time to time be determined by Parent. d. Notwithstanding any other provisions the Board or the administrator of such plan in this Agreement to its sole discretion. V. Indemnification and Insurance The Company will execute an indemnification agreement in favor of the contraryDirector substantially in the form of the agreement attached hereto as Exhibit B (the “Indemnification Agreement”). In addition, and subject to any minimum requirements of applicable employment standards legislationso long as the Company’s indemnification obligations exist under the Indemnification Agreement, the Executive will be subject to any written clawback/recoupment policy of Company shall provide the Employer in effect from time-to- time, allowing the recovery of incentive compensation previously paid or payable to the Executive in cases of proven misconduct or material financial restatement, whether pursuant to the requirements of ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Director with directors’ and the Consumer Protection Act, the listing requirements of any national securities exchange on which common stock of the Employer is listed, or otherwise. 5. BENEFITS a. The Executive will be eligible to participate officers’ liability insurance coverage in the Employer’s US group benefit plans, subject to amounts specified in the terms and conditions of said plans and the applicable policies of the Employer and applicable benefits providers. Subject to the Executive’s eligibility and the terms andIndemnification Agreement.