8 8 0 Corporation is required to pay an amount equal to the premium cost or contributions that would have otherwise been made for the same period of time. Under the terms of the executive officers’ employment agreements, the concept of resignation for “good reason” applies in circum stances unrelated to a “change of control” (see below). The concept of “good reason” generally includes: changes in an executive officer’s duties or status, including a material change t o the executive officer’s reporting relationship; a change in aggregate compensation which would include annual base salar y and the executive officer’s aggregate incentive compensation or aggregate t arget incentive compensation that would have the effect of reducing aggregate compensation by 35% or more, including any change in performance metrics t hat would produce such a result; failure by the Corporation to continue to provide benefits at least as favourable as those initially provided or the taking of any action that would materiall y reduce any such benefits; t he Corporation requiring the executive officer to relocate; and failure by the Corporation to obtain a satisfactory agreement from a successo r corporation to assume and agree to perform the employment agreement. Change of Control Benefits The executive officers have double-trigger “change of control” provisions in their applicable employment agreements. A “cha nge of control” is defined as: (i) the acquisition of control in law (whether by sale, transfer, merger, consolidation or otherwise) of the Corporation by a third party (that is, the acquisition of control of at least 50.1% of the issued and outstanding voting sh ares of the Corporation) or (ii) the sale, transfer or other disposition of all or substant ially all of the assets of the Corporation to a third party. In the event that a “change of control” occurs and the executive officer is terminated without cause or resigns for “good reason” (as defined above) within the twelve-month period following the “change of control”, the Corporation is required to provide to the executive officer a lump-sum payment equal to a multiple of the executive officer’s base salary and bonus (see below) at the time of termination or resignation, as applicable. For this purpose, the term bonus means the sum of: (i) the cash bonus awarded for performance during the calendar year preceding the “change of control” and (ii) the grant date dollar value of all share-based compensation awarded for performance during the calendar year preceding the “change of control”. The Corporation is also required to continue the executive officer’s benefits cove rage for a specified period (see below). If the Corporation is unable to continue the executive officer’s participation in one or more of its benefit plans, the Corporation is required to pay an amount equal to the premium cost or contributions that wo uld have otherwise been made for the same period of time. Under the terms of the 2018 Share Compensation Plan, all unvested RSUs and all options (whether or not currently exercisabl e) will vest or become exercisable, as applicable, at such time as determined by th e CESGC in its sole discretion such that the

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