ARTICLE 1 - INTERPRETATION

This Agreement contains the terms and conditions of our offer of employment in the position of Chief Financial Officer. This Agreement will take effect as of the Effective Date and will continue until terminated in accordance with its terms.

If you accept employment on the terms and conditions set out below, please execute this Agreement where indicated.

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“Affiliate” has the meaning attributed to such term in the Canada Business Corporations Act and includes each direct and indirect subsidiary of the Company and any other entities, including joint ventures and franchises, in which the Company has an interest.

“Agreement” means this agreement, including its recitals and schedules, as amended from time to time in accordance with Section 6.05.

“Approvals” means collectively, a Canadian work permit and all other necessary authorizations and approvals for the Executive to work in Canada.

“Cause” means (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to the Executive’s obligations or otherwise relating to the business of Company; (b) any acts or conduct by the Executive that are materially adverse to the Company’s interests; (c) the Executive’s material breach of this Agreement; (d) the Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts the Executive’s ability to effectively perform the Executive’s duties hereunder; (e) the Executive’s willful neglect of duties; or (f) just cause under the common law. In the event of any of the foregoing, the Executive will have fifteen (15) days from receipt of written notice from the Company to cure the issue, if curable, and failure to timely effect such cure shall entitle the Company to terminate the Executive's employment for Cause.

“Confidential Information” means information disclosed to or known by the Executive as a consequence of or through the Executive’s employment with the Company about the Company’s or any of its Affiliates’ products, operations, research, processes or services, including but not limited to all information relating to research, development, inventions, copyrights, patents, industrial designs, licenses, manufacture, production, distribution, purchasing, accounting, financing, engineering, marketing, merchandising, selling, and other technical or business information or trade secrets of the Company or any of its Affiliates, or about any of the Company’s or any of its Affiliates’ customers, suppliers, vendors or business affiliates and also includes any information that the Company has received from others that the Company is obligated to treat as confidential or proprietary, but Confidential Information does not include information which is or becomes generally available to the public through no fault of the Executive or which the Executive can establish, through written records, was in the Executive’s possession prior to its disclosure to the Executive as a result of the Executive’s work for the Company.

(1)    Subject to the terms and conditions of this Agreement, the Company will, commencing on the Start Date, employ the Executive in the position of Chief Financial Officer, on the terms and conditions set out herein.

(2)    The Executive will report to the Chief Executive Officer, currently Laurent Potdevin.

(3)    The Executive shall perform duties and responsibilities as are normally provided by a Chief Financial Officer of a corporation in a business and of a size similar to the Company and such other duties and responsibilities as may reasonably be assigned from time to time, subject always to the control and direction of the Chief Executive Officer.

The term of this Agreement will commence on the Effective Date and the Executive’s employment under this Agreement will commence on the Start Date and will continue for an indefinite period, subject to termination in accordance with the terms of this Agreement.

(1)    Within 30 days after the Approvals are granted, the Executive will relocate the Executive’s primary residence to Vancouver, B.C. (the “Relocation”) and will perform the Executive’s duties and responsibilities for the Company at the principal executive offices of the Company and the Executive will reside within a reasonable daily commuting distance of such offices.

(2)    The Executive acknowledges that the performance of the Executive’s duties and responsibilities will necessitate frequent travel to other places.

The Company will pay the Executive a base salary (the “Base Salary”) in the amount of CAD $575,000 per annum after the Start Date, payable in accordance with the Company’s usual payroll practices and dates, in arrears by direct deposit, and subject to deductions required by law or authorized by the Executive.

The Executive will be eligible to receive an annual bonus pursuant to the terms and conditions of the Bonus Plan. The Executive’s bonus target under the Bonus Plan shall be seventy five percent (75%) of Base Salary.

In exchange for the Executive accepting employment with the Company and remaining employed for a period of twelve (12) months from the Start Date (“Retention Period”), the Company agrees to provide the Executive with a retention bonus in the amount of USD $500,000 (“Retention Bonus”), less applicable tax and other withholdings. The Company will pay the Executive the Retention Bonus within 15 days of the Start Date, in advance of the Executive actually having earned it and remaining employed for the Retention Period. Accordingly, because the Company is advancing this unearned Retention Bonus to the Executive in anticipation of retaining the Executive’s services for at least the Retention Period, in the event the Executive should voluntarily resign the Executive’s employment with the Company, other than for Good Reason (as defined below), or if the Company terminates the Executive’s employment for Cause, at any time prior to completing the Retention Period, the Executive will repay the Company the Retention Bonus, within 15 days of the date of such resignation or termination date. Should the Company terminate the Executive’s employment without Cause or due to the Executive’s death or disability at any time prior to the Executive’s completing the Retention Period, or should the Executive terminate the Executive’s employment for Good Reason during the Retention Period, then the Retention Bonus shall be considered earned in full on the date of termination. For purposes of this Section 3.03 only, the Executive will be deemed to have resigned for Good Reason if the Executive voluntarily terminates the Executive’s employment with the Company within 30 days after the occurrence of one or more of the following circumstances: (a) a material reduction in the Executive’s Base Salary or other compensation or (b) a material diminution of the Executive’s duties so that the Executive’s duties are no longer consistent with the position of a senior executive reporting directly to the Chief Executive Officer, without the Executive’s prior written approval; provided, however, that the Company has been provided with written notice of the circumstance and 15 days from receipt of written notice in which to cure such circumstance.

(1)    As an employee of the Company, the Executive will be eligible for annual equity awards as determined by the Compensation Committee, in its sole discretion. These potential equity awards currently consist of stock options and performance share units. Subject to Compensation Committee approval, for fiscal 2015, these grants will be made on or about March 2015, in accordance with the Plan and pursuant to the Company's applicable agreements, practices and policies on granting equity awards.

(2)    Subject to the approval of the Compensation Committee , on the Start Date, the Executive will be awarded a one-time grant of a number of Restricted Share Units (RSUs) determined by dividing USD $500,000 by the fair market value of a share of the Company’s common stock determined in accordance with the Plan as of the effective date of the grant. Subject to the Executive’s continued employment, the RSUs will vest over a three-year period, with one-third of the award vesting on or about each of the first, second, and third anniversaries of the grant date. RSU grants are subject to the terms of the Plan, the applicable grant agreements, and the Company’s practices and policies on granting RSU awards, including the Company’s standard RSU award agreement.

The Executive will be entitled to participate in applicable employee benefit plans as are in effect from time to time, subject to and in accordance with the terms and conditions of such plans, subject to any express limitations by this Agreement or unless a greater benefit is expressly provided to the Executive under this Agreement. The Executive further acknowledges that the Company may amend or terminate the benefit plans from time to time.

(1)    Some of the compensation and benefit plans and programs referred to in this Agreement are governed by insurance contracts and other plan or policy documents, which will in all cases govern.

(2)    The Company reserves the right to amend, change or terminate any or all of its plans, programs, policies and benefits at any time for any reason without notice to the Executive, including without limitation bonus, commission, benefit, or compensation plans and programs.

The Executive will be entitled to up to 4 weeks paid vacation each year. Such vacation entitlement will be pro-rated for any part of a year. The Executive will take such vacation at times having regard to the best interests of the Company. Except as may be required by applicable law, the Executive will lose the entitlement to unused vacation and the Executive will not be paid for any accrued but unused vacation. The Executive agrees that any unearned advanced vacation may be deducted from the Executive’s final pay should the Executive’s employment with the Company end for any reason.

Contingent upon and following the Executive’s receipt of the Approvals, the Executive is eligible for relocation services as per the attached summary

The Company will reimburse the Executive for all reasonable out-of-pocket expenses properly incurred by the Executive in the course of the Executive’s employment with the Company, in accordance with the Company’s expense reimbursement policy in effect as at the date the Executive incurs any such expenses. The Executive will provide the Company with appropriate statements and receipts verifying such expenses as the Company may require.

The Executive will devote all of the Executive’s time, attention and effort to the business and affairs of the Company, will well and faithfully serve the Company and will use the Executive’s best efforts to promote the interests of the Company and its Affiliates. The Executive will not engage in other employment or consulting work while employed by the Company.

In the performance of the Executive’s duties, the Executive agrees to give the Company the full benefit of the Executive’s knowledge, expertise, skill and ingenuity and to exercise the degree of care, diligence and skill that a prudent executive would exercise in comparable circumstances.

The Executive will be bound by and will faithfully observe and abide by all of the policies, rules and regulations of the Company from time to time in force which are applicable to senior executives of the Company and which are brought to the Executive’s notice or of which the Executive should reasonably be aware including but not limited to the Company’s Code of Business Conduct.

(1)    The Executive will not, during the Executive’s employment with the Company, engage in any business, enterprise or activity that competes with the Company or its business or is contrary to or detracts from the due performance of the business of the Company or the Executive’s duties.

(2)    The Executive will refrain from any situation in which the Executive’s personal interest conflicts or may appear to conflict with the Executive’s duties to the Company or the interests of the Company. The Executive agrees that if there is any doubt in this respect, the Executive will inform the Chief Executive Officer and obtain written authorization prior to engaging in such situation.

During the Executive’s employment, the Executive will communicate to the Company all knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the business of the Company. Any such information communicated to the Company as aforesaid will be and remain the property of the Company notwithstanding any subsequent termination of the Executive’s employment.

The Executive agrees to be bound by the terms and conditions of the Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”) between the Company and the Executive, a copy of which is attached to this Agreement as Schedule A and is incorporated by reference and deemed to be a part of this Agreement.

The Executive is hereby requested and directed by the Company not to disclose confidential or proprietary information of any kind belonging to the Executive’s former employer or any other person. The Company is not employing the Executive to obtain the confidential information business information, intellectual property or business opportunities of the Executive’s former employer or any other person.

During the Executive’s on-boarding and employment the Executive will be required to read and comply with the Company’s Handbook. The Handbook provides additional details regarding the Executive’s employment, employee discounts, personal accountability, integrity (regarding hours worked), yoga benefits, the Code of Business Conduct (including policies related to gifts and entertainment and prohibiting bribes) and other benefits and time off programs. Failure to follow any of the Company’ policies may lead to immediate termination of employment. Additional information and resources are on youlu, which is available following the Executive’s first day of work.

(1)    The Executive acknowledges and agrees that the Executive shall not acquire any right, title or interest in or to the Confidential Information.

(2)    At all times during and subsequent to the termination of the Executive’s employment with the Company, the Executive:

(3)    If the Executive is requested or ordered by law to disclose any Confidential Information, the Executive will advise the Company forthwith of such request or order and provide to the Company all information concerning such request or order and the opportunity for the Company to object or intervene, prior to making any disclosure of Confidential Information.

The Company may terminate the Exectuive's employment with the company at any time by giving notice in writing to the Exectuive and stipulating the last day of employment (the "Termination Date").

The Executive may terminate the Executive’s employment with the Company at any time by giving the Company thirty (30) days’ notice in writing (the “Notice of Resignation Period”). The Company may waive such notice, in whole or in part, in which case the Executive shall only be entitled to (i) payment of the Executive’s Base Salary for the period from the effective date of the waiver of the Notice of Resignation Period to the end of the Notice of Resignation Period; (ii) continued group benefit coverage under Section 3.04(1) subject to and in accordance with the terms and conditions of the applicable plans, for the period ending the last day of the Notice of Resignation Period; (iii) the value of the pro-rated vacation leave with pay for that portion of the calendar year up to the end of the Notice of Resignation Period, and (iv) any payments or entitlements under the Bonus Plan that the Executive would otherwise receive during the Notice of Resignation Period.

(1)    If the Executive’s employment with the Company is terminated by the Company without Cause, the Executive will only be entitled to the following payments and benefits:

i. less any termination or severance pay paid pursuant to the Employment Standards Act (British Columbia);

ii. subject to regular and statutory withholdings;

iii. paid in equal instalments on the Company’s normal paydays beginning on the first regular payday occurring after the date of termination; and

iv. for any payment above the minimum required under the Employment Standards Act (British Columbia), contingent upon the Executive’s compliance with all surviving provisions of this Agreement and the Executive’s execution of a full general release in a form acceptable to the Company releasing all claims, known or unknown, that the Executive may have against the Company arising out of or any way related to the Executive’s employment or termination of employment with the Company.

If the Executive’s employment with the Company is terminated by the Company for Cause, the Executive will only be entitled to receive the following compensation:

The Executive acknowledges and agrees that the payments and/or benefits pursuant to this Article 5 will be in full satisfaction of all terms or requirements regarding termination of the Executive’s employment, including without limitation common law notice of termination or compensation in lieu of such notice and compensation for length of service and any other entitlement pursuant to the British Columbia Employment Standards Act as amended from time to time. Except as expressly provided in this Article 5, the Executive will not be entitled to any termination payments, damages, or compensation whatsoever, notwithstanding any changes in the terms and conditions of the Executive’s employment which may occur in the future, including any change in position, duties or compensation.

Upon termination of the Executive’s employment with the Company, the Executive will deliver or cause to be delivered to the Company promptly all books, documents, money, securities or other property of the Company that are in the possession, charge, control or custody of the Executive, without retaining any copies or records of any Confidential Information whatsoever.

Upon any termination of the Executive’s employment under this Agreement, the Executive will be deemed to have resigned as a director and officer of the Company and all Affiliates of the Company contemporaneously with the date of termination of the Executive’s employment for any reason and will immediately, on request of the Company, sign forms of resignation indicating the Executive’s resignation as a director and officer of the Company and any Affiliates of the Company and of any other entities of which the Executive occupies similar positions as part of or in connection with the performance by the Executive of the duties under this Agreement, if applicable.

Notwithstanding any termination of the Executive’s employment under this Agreement for any reason whatsoever and with or without cause, all provisions of this Agreement necessary to give efficacy thereto, including without limitation the Restrictive Covenant Agreement attached as Schedule A, will continue in full force and effect following such termination.

(1)    Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall be paid to the Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

(2)    The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement.

(3)    Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(4)    For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

The Company will deduct all statutory deductions and any amounts authorized by the Executive from any amounts to be paid to the Executive under this Agreement.

This Agreement, including the Schedules to this Agreement, the Bonus Plan, the Plan, the Restrictive Covenant Agreement, the Company’s standard stock option agreement and the Company’s standard RSU agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and cancels and supersedes any prior understandings and agreements between the parties to this Agreement with respect to the subject matter of this Agreement and any rights which the Executive may have by reason of any such prior agreements. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement will continue in full force and effect.

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail, or by electronic means of communication addressed to the recipient as follows:

or such other address, individual or electronic communication number as may be designated by notice given by either party to the other.

The Executive hereby acknowledges and agrees that a breach of the Executive’s obligations under this Agreement would result in damages to the Company that could not be adequately compensated for by monetary award. Accordingly, in the event of any such breach by the Executive, in addition to all other remedies available to the Company at law or in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of British Columbia. The courts of competent jurisdiction located in Vancouver, British Columbia will have jurisdiction to entertain any action arising under this Agreement and the Company and the Executive each hereby attorns to the courts of competent jurisdiction located in Vancouver, British Columbia.