EMPLOYMENT AGREEMENT. Tins Agreement made Me TBtn day of January 2021 BETWEEN: SHARED HEALTH INC. [A corgoration incorporated under tha laws of Manitobs (hareinatier called "he Emoloye) ana: ‘Adam Tope (hareinafier called "Topa*] WHEREAS the Emoloyer desires to offer to Toop employment as Chie! Executive Otficer of the Employor, WHEREAS Topp has agrued te become the Onief Executive Offoer of the Employer as aforesaid on the, terms and conditions hacainater sei forth WHEREAS the Employer and Tor recogni that his Agresment supersedes sry previous Employment Contract NOW THEREFORE THIS AGREEMENT WITNESETH, in consideration ofthe premises and of Ihe ‘mutal covenants and agreements herain contained. the partes hereta agree as follows: APPOINTMENT AND DUTIES 14 Topp’semlayment as Chief Executive Officer pursuant ta this agreement shall bs for @ period of five (5) yoars. commencing on March 18, 2021("Commencemant Date") and tarminaio March 15, 2026 tthe “Term’). Should Tapp's performance remain favourable, dlcussions will tke place 12 months prior to the ‘simination date. between Topp and the Employer, relating to the possible extension ofthis agreement 1.2 Topp wil at alltimos, fachfuty and to tne best of hs ably, perform all duis that may be aquired by virus ofthe positon of Chet Executive Officer and all utes in connection with such position as set forth in ne official postion description, jwhich duties and responsibliies may be modified from ime io ine ina ‘manrar consistent for such postion) and in ine Employers By-Laws snd Polcy statements. together wth any e980 duties or projects aesignad by the Baard of Directors of the Emphayer (Ihe "Board, ad ll ter lawful instructions and duties as the Employer may fara lime io tine reasonably require, in carrying out {Such dutas, Topp willbe accountable to the Boar. 4.3. Topp throughaut ne Teem (as Narvinater defined, Sal devote his full be and attention to the business affairs of the Employer and any of its subsidiarige and shail nc wthout the consent in tha weting Cf the Employer, undertake any athay business or occupation ar beeome 2 deactor, officer, amplayaa or agent of any other company: frm or ndvigual ‘t__ The foregoing provisions (1 3) shal not prevent Topp from participating in civic and charitable actives which do nol mseore with Topps duties and obligates hevaunder and whieh are natin eonice lath theists ofthe Employer RECOGNITION OF SERVICE 21 Foc purposes under this Agreement, Topp shal be deemed io have been employed by the: Employer since Febeuary 26, 2018. (ld.REMUNERATION 3.1 The Emaloyer wil pay Topp. forall servicns roeared by himr as Chia! Exacutve Officer, and {Topp agrees to accest a full compensation therefore. dusag each year af his employment with the Employar fr prorat far any part of the yosr] an annual salary of $321 523-in accordance wih the ravincally mandates CEO siary seats 22 Increases to annual compensation such as cost of living adjustments, shall be subject te applicable Jegalaton, provincial polices and deacivas regarding executive compensation. 3.3 The remuneration and benelfts gayabla to Topp pursuant te tame contsined in the Employment. Agraament are subject 1 al withholdings requred ty any lam. ragul foveremenial authorizaben, requirement or order and ary deductions required by Tope'S particoabon in any af the beni pregranis heran, 24 The Employer will provide a vanica allowance to Topp in the amount of $7,800 per year forthe ‘uration al the Term, The arrcunt shal be pad in equal netalments, nd chal ba treaind as a taxable Senet to Fopp. Topp shall be ressonsibe for paying al oense, insurance, fepairefother than those repairs required as 3 result of accident covered through Tagp's automobile insurance), and mainisnatece and ‘perational expanses in respect of he vanicla. Nflaage and parkeig costs incurred by Topp shall be reimbursed by the Employer in accordance with ine Eriplayer's policies, 3.5. The Emplayar shat pay for any and af fees, dues, assessments lewed to Topn associated with his Tembership in relied professional oranizabonfs) te. makinsim of $2,500.00 por year. 3.6 __Teppshall ertand such courses, cornars, conferences. classes andlor continuing education as “Topp fools is reesonsbly requed to maintain and entance fisher qualifications ai the Chief Executive (Officer and ha shal in hisiher sole discretion datarmine whion of such eoursas, seminars, confarences, Classas andior continuing education he shal lend. Topp will bs reimtuis ed far al casts and expenses {noting fees, travel and accommodation and incidental expenses associaied with hisiher atfondance at Such coursbs, seminars, conference, clagtas andi enninuing educaton in accordance wth Emoloyer's policy goveming reimbursemenl or expenses, Any cost for such peofessional development wil be ta.3 maximums of $7-500.00 per year, andbe subject to prowesal directives an out-of- province travel 37 When conducting business as the Chie! Exacuive Ofice with exerts) reimbursement of Tessonanls bushes expenses wil be based on actual original receipis and aubyect lo applicable Employer poleies and dractnes BENEFITS 41 Ineoch yer of the Tart, Topp shal be entiiad 10 eo (6) wosks pat vacsion, to be taken at atime 40 be mutually agreed upon with the Employer Any cary-aver of vacation fiom one vacatian year be anciher ‘rust firs! be approved by tne Chavpercon ot the Board, 42 inlieuot averime, Too wil reine an axkitional five (6) paid compensatory days in each vacation yar in addition to regular earned vacation raforreg 0 = 41, oat tobe carried over. 43 Topp wil maintain nisiner accrued Income crojection and continue ta accrue incom aotection at the rate of one and one-quaier (1.25) deys per month44 Too shall beenttiod tahealth and pension tanefits, on 2 coninbutory basis, 36 contained in Heathcare Employees Baneft Plan (HEBP) and the Healthcare Emelayaes Panecn Plan (HEP) or any Fuceustors thereto, in sccardanco with Be term and Conditions mcuuding estabéshed conibuton rates as set out in the Plan lens and the applicable weston polices. and pracedures, 45 Prevretvemant Leave willbe provided as a provision ofthe HEPP and Toop wll be granted a pro- Folement eatilement saming of 4 days per yaar ofemplayment in accordance wih Clause 2.1 4.6 Topp shall ba enitied to recognized holidays inchiding Naw Year's Day, Louis Riel Day, Goad Frisay, Easter blondy, Victoria Day, Carada Day. August Civic Holiday (Terry Fox Day/, Labour Day, Thankagwing Day, Remembrance Day, CRrisimas Day and Boxng Day. and any other steluiory holdays declared by provincial autho CODE OF ETHICS AND-CONFLICT OF INTEREST 5.1 Teppagioas wh the Employer that na wil, forthe Tarr 2) conduct hissefin.a manner thats indtul of pubic sevtiny and that maintains. pubic conten b) conduct Rengein practice and in he spit Of the expeciaions ofthe most senior loader ofthe FEnployer and in accerdanes withthe fiduciary responsibiias association wih the Position ). comroly with the ethics and confit of intersat poses af tha Employer and all thar policies Sn drectnves relaing 0 cxher areas Of professional or erpioyment responsi ae may B6 fttabienad fom time to ime dd) ensure tha the: al enpress and implied regurdinehis and tant of the ethies and confit of interest policies and directives are respected. mainiained and ustald: 8) immesiataly dissose in uniting to me Board of Snared Heal inc. nformation canceening ary polzstal or paewed or reat gonfet of tareet as defined and implied in tho confit of arest polices: 1) immediataly disclose in unting to the Board of Shared Health Inc. any intrest, eect or Indirect. of Toop or ane momd of fisimmadiata family any business tat is reasonable knows to Topp fo sell or atheswse provide products oF seriens i he Employer, is facts, subsidiaries or its or the suppliers, and {9} bide by any decision and decton cf the Board of Diracios in consequence ofa disclosure a5 comamplated m clause f) above, CONFIDENTIAL INFORMATION ‘Toop acknomedges that in the Course of carying oxt, pertonming and fuliing histher responsibltes to the Emeloyer, be willhave- egcess lo and ba en‘ruciad with detaded confidential inoimration conceming the busnese of the Eriplayer, Bie Employers naalty cave (gelies, agencies and services (Ihe "FacSties") and the employees and patentatesidants(dlanis ef the Facies, contemplated contracts and the policies usad 1 the Empioyer and that the disciosive of such confidential iformation would be highly detrimental ts the ‘peel nierosts ofthe Employer, fe subeimanas and Faciing Topp acknawledgas and agrees Inat te ght 1g maintain the confdantaliy of such configensal nformation constiutes a propaetary nght which ihe Empoyer. ts subskSiries and the Faciities are aniiad protect. Accordingly, Topp eoverants and agrees ‘an the Employer that he wil ok aeher during Ina teem of hisier armploysnent with tne Employer oF al any lime thereatlar, disclose any of such carfiential nformaton fe ary parten, nor shall Ne use tho same for ‘any purpass ether than the purposes of the Emelayer. is subsidanes, the Goverment of Manioba or the Facities, prosigad however Topp may, durng ihe term of nisin employ ment wih the Employer. desclose Such eantidential information 2st resonable for tha performance ans fulrpent of hisiher responsiities harein. to any person in the employ ofthe Ermalayar, he Goverment of Muanvioba, the Employer's subeddiaries. ie Facitias or any depariment or agency ol the Government of Maritaba, | :7 TERMINATION 71 Termination With Cause: The Eingloyer may, at any time and ints complete discretion, terminate the ergloyment of Topp for cause. Such action shall become affective upon wetien nabe to Topp oF at ‘uuch later rma a may ba spectiog in zd notice. Upon auch terranation, are subject to the provisions. of fhis agtsemant. all gs, duties and obigatons of tom paras pureuant te this aprearnant shall caase and Topp snail nat be required to perform any duties forthe Employer of attend lo the Erplayar's facies or ‘ston, Where Topps larminatad for cause thera nll be nO payout 72 _ Termination Wihowt Cause: Where Tape is aot tarmineted for cause, he Emgloyer shat continue to pay Toop ha then annual salary for the month in which heswher dues are tarminaled, pie @ further teeminaten payment aquivalant to Swetve (12) Moris’ salary ai his then current rae 7.2 Ganstuciive Terminal. Should the Employer its sole sesereien, change Topp's dubes, ‘teparing relationships or authorityto the extent that he change mould. af common law. constitute conatuctive lemicesl, Topp shall 9 required te make an olscion as to whother hese is prepared 10 ‘accep auch change within hree (3] monins of such change an, n the event that Topp nettes the Emgioyr within shres (3) months of such change thet he/she is not prepared to ancl Sane, Topp wile ‘enti! te the termination paymant aoscribed in 7.2, 74 Termination by Tapp: Notwithstanding any other povision to tne contrary, Tapp shal give the Chairperson of the Based fires (3) months notice if he wishes io termieale his employment wih te Employer during ne fest rty-saven ($7) morsns ofthe Tees and notice equivalent io ibe unexpired balance (OF the Torm for the last Pe (3) mcetis of the Tarr, which netien may bo waved ty the Empoyer, atts ‘pian, whole oF in part witout payment of any salary Bau of notica by the Employer. 7.5 Disabil: ln the guest Tapp scanies physically or mental disables, and forthe purnasss of his Agreement menial or ahysizal isabity shall mean ayy menial ar ahysical lines or condition rendering ‘Topp meapabie of pertorning fot tke Empoyeraubstantaly aiff the services reed to herein forthe pnd of in (6}eonsocute months. the Employer may, in ts slo discretion, terminate the empsoyment of ‘Toop without pst cause and upon paymnnl ini of netee a accordance wt he provsons ous 7.2 ‘Nothing herin nludng sy temnaton of employment, shal seni Topp ram ary rights ar Banat vwnsch Topp may bo artiled pursuant to any Gaby Denef program ofthe Employer in effock a he tne of the occurance of such ssabity, 7.8 General, Upon termination of this Agreement and the emplayment af Toop. wheter yporinolice oF ‘herwae, ana.upan payment of any roquired severance payments Topp shall nave no clam against ne Employer for darnages o any other reel aisng out ofr stagect of this Agreament, his srsploymant, Or ne termination ofthis Agreement and hisiher employment exceat for payment of any bere Femunaratian owed 10 Topp fo the effsciva date of termination or as required by statue and any amounts payable pursuant to the section, ‘Topp upon rece of he afccasaid soverance payrats, shall execute & formal rebsaso which expressly releases the Employer, ts directors, officers. agents, members, succ=ssors and assigns from any land al actans, caus of action, claims. demands, or whatever nature arsing out ot orn any way cennecton wah his/her employment oF he tgrmanaton of ts Agreement and hesiher employment except caimsto-eniorce the matters refertedo = this section, Upon any termination of the Agreement for any reason whatsoever, Topp wll wmacintly dotver tothe Employer all electronic equipment. books. reports, dacuments, effecis, manay. secutlies or aber propemy belonging to the employer and all papery fr whi the Employer is lable to hers which are in the Topo!s poseastion, charge. rental orustedy and resign any positan 8s an offcar or drectar of tne Employer o° Itsrolated corporations, subsidiares, associations ar aflites,GENERAL 31 Any notica rocuire or patmited pursuant to the torms of tis Agreamant shal ba n wing and chal be sufcerly gwen if datvrod to Topp bythe Employer personsey or madd by tegstered mall postage pre-pad and adoresses © Topp of his ost know aes. ‘Any Such notice ven by Topp tothe Employer shat bs im wring and sil be suicionty aiven f dotrered sy handia he Chat of te Boers. of Oectors or # mad by regitared mal postage pre-paid and adoressed othe Ghat af he Board of Directors, 82 This Agreemect (an the documants ineorperod by reference herein) constitute the entire agreament between the parties and suparsadea any and al provious representations and lagreemonts. wiles oral or writen, etwean the pasties wih respect to te Subjact matt Naroot. does eat negate any mped cuss or obigabions thal exst under common law which ave not smupereaded by the @xaeoes terme ofthis. Agreement 8.3 This Agreement shalt be construed and enforced under and in accordance with tho laws of Province of Mandaba. ENTIRE AGREEMENT ‘Tris Agreement contains the entre Employment Agekariant between tha Parbes hereto and all previous nagotatons. understandings and agreement whether verbal orurien with any matlers herein referred to IN WITNESS WHEREOF this Agreements siacuted as of the data frst above writin. SHARED HEALTHING. & Ki Oso! “Chairperson ofhe Shared Meath Board-af Directors (SIGNED, SEALED & DELIVERED) IN THE PRESENCE OF: