EX-10.27



 Exhibit 10.27 
  





 
 February 1, 2017 

Mr. Stephen Gunn 
 195 Strathgowan Avenue 

Toronto, ON M4N 1C4 
 Dear Mr. Gunn: 

Canada Goose Holdings Inc., a company incorporated under the laws of British Columbia (the “Company”), is delighted that you
are joining the Board of Directors of the Company and of its wholly-owned subsidiary Canada Goose Inc. (the “Board of Directors”) as a director and audit committee chair. 

During your service as a director on the Board of Directors, the Company shall pay you an annual retainer fee in the amount of C$75,000 for
your service as a director and an additional C$15,000 for your services as the chair of the audit committee, each amount subject to any applicable withholding taxes (the “Board Fee”), payable at the end of each quarter that you have
served as a director on the Board of Directors and chair of the audit committee. In addition to the Board Fee, the Company shall reimburse you for reasonable travel expenses incurred by you in providing service to the Company. The Board Fee shall be
prorated for any partial periods of service, and you shall not be entitled to receive any Board Fee for any period after you are no longer serving as a director on the Board of Directors. 

In addition, you will receive stock grants for your service. Given you are joining the Board while we are a privately-held company, you
will receive a grant in the Company’s current stock option plan. You will receive a grant of options to purchase shares in the Company equal to five (5) basis points (55,555 options) with an exercise price not less than the fair
market value of the underlying shares as of February 1, 2017. The terms of the option plan are enclosed in the attached plan document. Additionally, after one year of service and once Canada Goose becomes a public company, you will be
entitled to an annual equity grant for your service. The plan is currently under design, and is subject to compensation committee review and approval, but we would target an annual grant value of C$100,000. 

As a condition to the payment of the Board Fee to you for your service as a director on the Board of Directors, you acknowledge and agree that
you will devote approximately two to three days per month (but not less than two days per month) of your time to providing service to the Company as a director on the Board of Directors. 

During your service as a director for the Company, the Company shall maintain a policy for Directors’ and Officers’ Liability
Insurance with coverage that meets or exceeds standard coverage limits for similarly situated companies. Furthermore, the Company hereby agrees to 
  

 
  

  
 



 








 
defend, indemnify and hold you harmless for any and all claims, damages, lawsuits or other liabilities, including reasonable attorneys’ fees, arising out of your service as a director for
the Company. 
 As a condition to your commencement of service as a director on the Board of Directors and the Company’s payment of any
Board Fee, you hereby agree that you shall continue to be bound by the confidentiality, nondisclosure and assignment agreement entered into with the Company on January 17, 2017, a copy of which is attached hereto as
Exhibit A. 
 We very much look forward to working with you. Assuming that this letter is acceptable to you, you
may indicate your agreement with the terms of this letter agreement and accept this offer by signing and dating this letter agreement and returning it to the undersigned. 

Very truly yours, 
 CANADA GOOSE
HOLDINGS INC. 
  

			
	 Dani Reiss
 President & Chief Executive
Officer
	  	 Ryan Cotton
 Director


 AGREED: 
  

	
	/s/ Stephen Gunn
	Stephen Gunn








 EXHIBIT A 

CONFIDENTIALITY, NONDISCLOSURE AND ASSIGNMENT AGREEMENT 

This CONFIDENTIALITY, NONDISCLOSURE AND ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of January 17, 2017
(the “Effective Date”) by and between Canada Goose Holdings Inc., a company incorporated under the laws of British Columbia (“Company”), and Stephen Gunn (“Director”). In consideration for, and as a
condition of, the Company engaging Director to serve as a director on the Board of Directors of the Company (including, without limitation, the compensation described in that certain letter agreement, dated as of January 17, 2017, to be paid to
Director in connection with such service), the Company and Director hereby agree as follows: 
 1. DEFINITIONS. As used in this
Agreement: 
 1.1 “Company Parties” means the Company and its direct and indirect subsidiaries. 

1.2 “Confidential Information” means any and all proprietary information and any business concept including any idea in
whatever form, tangible or intangible, related to the business of any of the Company Parties, including, without limitation, trade secrets, technical information, business information, financial information, information relating to any products,
services, formulations, strategies, marketing plans, operations, customers, clients, payors, suppliers, vendors, employees, consultants or business associates, and any other confidential or proprietary information. Notwithstanding the foregoing,
“Confidential Information” shall not be deemed to include information that is or becomes (other than directly or indirectly as a result of any act or omission of Director) publicly known. 

1.3 “Director’s Confidential Information” means any and all proprietary information and any proprietary business
concepts including any idea in whatever form, tangible or intangible, related to Director’s business interests outside of his Services to the Company Parties, including, without limitation, trade secrets, technical information, business
information, financial information, industry information, information relating to any products, services, formulations, strategies, marketing plans, operations, customers, clients, payors, suppliers, vendors, employees, consultants or business
associates, and any other confidential or proprietary information. Notwithstanding the foregoing, “Confidential Information” shall not be deemed to include information that is or becomes (other than directly or indirectly as a result of
any act or omission of Company) publicly known. 
 1.4 “Intellectual Property” means all Confidential Information,
documentation, drawings, ideas, inventions, know-how, materials, works of authorship, and other forms of technology or intellectual property. 

1.5 “Intellectual Property Rights” means all copyrights, trademark rights, patent rights, trade secret rights, and
other proprietary rights in any jurisdiction. 
 1.6 “Services” means Director’s service to the Company as a
director on the Board of Directors of the Company and any other services provided by Director to the Company or any 







 
of its direct or indirect subsidiaries during Director’s service as a director on the Board of Directors of the Company. 

1.7 “Work Product” means (a) all reports, analyses and other writings (including, without limitation, in
electronic form or other medium or format) and all other items and work product provided by Director to Company in connection with Director providing the Services, (b) all Intellectual Property, in any stage of development, that Director
conceives, creates, develops, or reduces to practice in connection with performing the Services, and (c) all tangible embodiments (including, without limitation, models, presentations, prototypes, reports, samples, and summaries) of each item
of such Intellectual Property. Work Product shall not include any Intellectual Property conceived, created, developed or reduced to practice prior to Director’s association with the Company or conceived, created, developed or reduced to
practice outside of Director’s performance of the Services. 
 2. CONFIDENTIALITY; NONDISCLOSURE. During the
term of Director’s performance of Services and at all times thereafter, Director will (a) hold all Confidential Information in strict trust and confidence, and (b) refrain from disclosing, using, publishing, furnishing or making
accessible or permitting others to disclose, use, publish, furnish or make accessible any Confidential Information to any third party without obtaining Company’s express prior written consent. Director will protect the Confidential Information
from unauthorized use, access, or disclosure in the same manner as Director protects Director’s own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care.
Additionally, Director will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Company, or is required by law or court order, provided that Director immediately notifies Company
in writing of such required disclosure and cooperates with Company, at Company’s request, in any lawful action to contest or limit the scope of such required disclosure, including, without limitation, filing motions and otherwise making
appearances before a court. Director will not remove any tangible embodiment of any Confidential Information from Company’s facilities or premises without Company’s express prior written consent. Upon Company’s request and upon any
termination or expiration of the Letter Agreement, Director will promptly (x) return to Company or, if so directed by Company in its discretion, destroy all tangible embodiments of the Confidential Information (in every form and medium),
(y) permanently erase all electronic files containing or summarizing any Confidential Information, and (z) certify to Company in writing that Director has fully complied with the foregoing obligations. 

3. CONFIDENTIAL INFORMATION OF DIRECTOR. During the term of Director’s performance of
Services and at all times thereafter, Company will (a) hold all Director’s Confidential Information in strict trust and confidence, and (b) refrain from disclosing, using, publishing, furnishing or making accessible or permitting
others to disclose, use, publish, furnish or make accessible any Director’s Confidential Information to any third party without obtaining Director’s express prior written consent. Company will protect the Director’s Confidential
Information from unauthorized use, access, or disclosure in the same manner as Company protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care.
Additionally, Company will be permitted to disclose Director’s Confidential Information to the extent that such disclosure is expressly approved in writing by Director, or is required by law or court order, provided that Company immediately
notifies Director in writing of such required disclosure and cooperates with 







 
Director, at Director’s request, in any lawful action to contest or limit the scope of such required disclosure, including, without limitation, filing motions and otherwise making
appearances before a court. 
 4. WORK PRODUCT. Director agrees that all Work Product will be the sole and
exclusive property of Company. In performing the Services, Director will not disclose to Company, or use on Company’s behalf, any Intellectual Property of any third party. All elements in the Work Product that are protected by copyright are
“works made for hire” for which Company is the “author”. Company will exclusively own the copyright in all such works upon their creation. To the extent that any aspect of such Work Product is found as a matter of law not to be a
“work made for hire” as contemplated above or embody intellectual property other than copyright, Director hereby irrevocably and unconditionally assigns to Company all right, title, and interest worldwide in and to the Work Product and all
Intellectual Property Rights thereto. Director understands and agrees that Director has no right to use the Work Product except as necessary to perform the Services for Company. If any Intellectual Property Rights, including, without limitation,
moral rights, in the Work Product, cannot (as a matter of law) be assigned by Director to Company as provided above, then (a) Director unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of
any kind against Company with respect to such rights, and (b) to the extent Director cannot (as a matter of law) make such waiver, Director unconditionally grants to Company an exclusive, perpetual, irrevocable, worldwide, fully-paid license,
with the right to sublicense through multiple levels of sublicensees, under any and all such rights (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work
Product in any medium or format, whether now known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work
Product, and (iii) to exercise any and all other present or future rights in the Work Product. 
 5. GENERAL PROVISIONS

 5.1 Governing Law; Severability. This Agreement is governed by the laws of the province of Ontario and the
federal laws of Canada applicable therein, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. If any provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

5.2 Remedies. Director acknowledges that any breach of this Agreement by Director would cause irreparable injury to Company for
which monetary damages would not be an adequate remedy and, therefore, Company will be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive relief, specific performance
and other equitable relief, without any requirement to post bond. Director acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of, or prohibition against, pursuing
other legal or equitable remedies in the event of a breach of this Agreement by Director. 
 5.3 Waiver. No failure or delay by
any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial 







 
exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any agreement on the part of a party to a waiver of any provision of this
Agreement shall be valid only if set forth in writing and signed by such party. No waiver of any term, provision or condition of this Agreement in any one or more instances will be deemed to be, or may be construed as, a further or continuing waiver
of any such term, provision or condition. 
 5.4 Entire Agreement; Amendments; Assignment. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject hereof, and fully supersedes any prior agreements or understandings, both written and oral, between the parties with respect thereto. No change, modification or amendment to
this Agreement will be valid unless in writing and signed by the parties to this Agreement. This Agreement and your rights and/or obligations hereunder may not be assigned, delegated or transferred by you (whether voluntarily or involuntarily). 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have duly executed this Confidentiality, Nondisclosure and
Assignment Agreement effective as of January 17, 2017. 
  

							
	“COMPANY”	 		  	“DIRECTOR”
				
	By:	 	 /s/ David Forrest
	 		  	 /s/ Stephen Gunn

		 		 		  	Stephen Gunn
				
	Name: 	 	 David Forrest
	 		  	
				
	 Title:
	 	 VP, Legal