EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

SECOND AMENDED AND RESTATED 

EMPLOYMENT AGREEMENT 

THIS AGREEMENT dated for reference the 29th day of September, 2015. 

 

					
	 BETWEEN:
	  		  	
			
		  	 MERCER INTERNATIONAL INC., a company organized under the laws of the State of Washington and having an office at Suite 1120, 700 West Pender
Street, Vancouver, British Columbia, V6C 1G8
	  	
			
		  	 (hereinafter referred to as the “Corporation”)
	  	
			
		  		  	 OF THE FIRST PART

			
	 AND:
	  		  	
			
		  	 JIMMY S.H. LEE, Businessman
	  	
			
		  	 (hereinafter referred to as the “Executive”)
	  	
			
		  		  	 OF THE SECOND PART

			
	 WHEREAS:
	  		  	

  

	A.	 The Executive was initially employed by the Corporation as its Chief Executive Officer, Chairman and President pursuant to the Prior Agreement
which was amended by the Amendment in connection with the Executive’s appointment as Executive Chairman of the Board on the Effective Date. 


  

	B.	 The parties wish to formally amend and restate the Prior Agreement, including the Amendment, upon the terms and conditions herein.



 NOW THEREFORE in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby covenant and agree as follows: 

ARTICLE I 
 RECITALS

  

	1.1	 Recitals. The parties hereby represent and warrant that the above recitals are true and correct. 









 ARTICLE II 

INTERPRETATION 

Headings. The headings of the Articles, Sections and subsections herein are inserted for convenience of reference only and shall not
affect the meaning or construction hereof. 
  

	2.1	 Definitions. For the purposes of this Agreement, the following terms shall have the following meanings, respectively: 



 

	 	(a)	 “Accrued Benefits” has the meaning ascribed to such term in subsection 4.1(b)(iv) hereof; 



 

	 	(b)	 “affiliate” and “associates” shall have the meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on the date of this Agreement; 


  

	 	(c)	 “Agreement” means this Second Amended and Restated Employment Agreement and all schedules and amendments hereto; 



 

	 	(d)	 “Amendment” means the letter agreement amending the Prior Agreement made between the Corporation and the Executive dated July 17,
2015; 


  

	 	(e)	 “Annual Bonus” has the meaning ascribed to such term in subsection 3.6(a) hereof; 



 

	 	(f)	 “Banking Day” means a day on which banks are open for business in Vancouver, British Columbia; 



 

	 	(g)	 “Base Salary” has the meaning ascribed to such term in subsection 3.6(a) hereof; 



 

	 	(h)	 “Board” means the board of directors of the Corporation; 



 

	 	(i)	 “CEO” has the meaning ascribed to such term in Section 3.1 hereof; 



 

	 	(j)	 “Change of Control” means the occurrence of any of the following events: 



 

	 	(i)	 The receipt by the Corporation of a Schedule 13D or other statement filed under Section 13(d) of the Exchange Act indicating that any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act): (a) has become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing more than 50% of the Common Shares; or (b) has sole and/or shared voting, or dispositive, power over more than 50% of the Common Shares; 



  
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	 	(ii)	 A change in the composition of the Board occurring within a two-year period prior to such change, as a result of which fewer than a majority of the
Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who are either: (a) Directors of the Corporation as of the Effective Date; or (b) elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Directors who had been Directors two (2) years prior to such change and who were still in office at the time of such election or nomination; 



 

	 	(iii)	 The solicitation of a dissident proxy, or any proxy not approved by the Incumbent Directors, the purpose of which is to change the composition of
the Board with the result, or potential result, that fewer than a majority of the Directors will be Incumbent Directors; 


  

	 	(iv)	 The consummation of a merger, amalgamation or consolidation of the Corporation with or into another entity or any other corporate reorganization,
if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, amalgamation, consolidation or reorganization are owned by persons who were not stockholders of the
Corporation immediately prior to such merger, amalgamation, consolidation or reorganization; 


  

	 	(v)	 The consummation of a sale, transfer or disposition by the Corporation of all or substantially all of the assets of the Corporation; or



  

	 	(vi)	 The approval by the shareholders of the Corporation of a plan of complete liquidation or dissolution of the Corporation. 



An event shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Corporation’s
organization or to create a holding company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such event. Additionally, a Change of Control
will not be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group that consummates the Change of Control event; 
  

	 	(k)	 “Common Shares” means the issued and outstanding voting common shares of the Corporation; 



 

	 	(l)	 “Compensation Committee” means the independent committee of the Board consisting of two or more Directors, not employed by the
Corporation, which is responsible for making any and all decisions to grant awards under the Incentive Plan to officers of the Corporation, and, in the event the Corporation does not have a Compensation Committee, all references herein to the
Compensation Committee shall be deemed to refer to the Board as a whole; 


  

	 	(m)	 “Competing Business” has the meaning ascribed thereto in subsection 7.1(a) hereof; 



 

	 	(n)	 “Confidential Information” has the meaning ascribed thereto in subsection 6.1(a) hereof; 



  
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	 	(o)	 “Date of Termination” means the date of termination of the Executive’s employment with the Corporation; 



 

	 	(p)	 “Directors” means the directors of the Corporation and “Director” means any one of them; 



 

	 	(q)	 “Disability” shall mean the Executive’s failure to substantially perform his material duties for the Corporation on a full-time
basis for twelve (12) consecutive months, or for an aggregate of twelve (12) months within any consecutive twenty-four (24) month period, as a result of physical or mental incapacity; provided, however, in the event the Corporation
temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to physical or mental incapacity which is, or is
reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Corporation and the Executive shall not be able to resign with Good Reason as a result thereof; 



 

	 	(r)	 “Disability Termination” has the meaning ascribed thereto in Section 4.1 hereof; 



 

	 	(s)	 “Effective Date” means the July 20, 2015; 



 

	 	(t)	 “Exchange Act” means the Securities Exchange Act of 1934, as amended; 



 

	 	(u)	 “Good Reason” means, without the express written consent of the Executive, the occurrence of any of the following events:



  

	 	(i)	 Any material reduction or diminution (except temporarily during any period of physical or mental incapacity or disability of the Executive) in the
Executive’s titles, status or positions, any material reduction or diminution in the Executive’s authority, duties or responsibilities with the Corporation (including any position or duties as a Director of the Corporation and the failure
to re-elect the Executive as a Director and to the Board); 


  

	 	(ii)	 A breach by the Corporation of any material provision of this Agreement, including, but not limited to, a breach of the obligations of the
Corporation under Sections 3.2, 3.6, 8.1, 9.7 and 9.11 (other than a reduction in the Executive’s Base Salary that does not exceed an aggregate of ten percent (10%) of the Executive’s then current Base Salary and which reduction
applies, in equal percentages, to all senior officers of the Corporation) or any failure to timely pay any part of the Executive’s compensation hereunder, including, without limitation, the Executive’s Base Salary, Annual Bonus and any
other bonuses payable to him or to materially provide, in the aggregate, the level of benefits contemplated herein; 



  
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	 	(iii)	 The failure of the Corporation to obtain and deliver to the Executive a written agreement, in a form reasonably satisfactory to the Executive, to
be entered into with any successor, assignee or transferee of the Corporation to assume and agree to perform this Agreement in accordance with Section 9.12 hereof; 



 

	 	(iv)	 Any failure by or of the Corporation to continue in effect any benefit, bonus, profit sharing, incentive, remuneration, compensation, stock
ownership, stock purchase, stock option, life insurance, disability, pension or retirement plans in which the Executive is participating or entitled to participate on the date hereof, or the Corporation takes, or fails to take, any action that
materially adversely affects the Executive’s participation in, or reduces his rights or benefits, under or pursuant to such plans (other than a failure that results in a reduction in benefits under any such plan that does not reduce the
Executive’s benefits under such plan by more than an aggregate of ten percent (10%) of the Executive’s then existing benefits under such plan and which said reduction applies, in equal percentages, to all senior officers of the
Corporation), or the Corporation fails to increase or improve such rights or benefits on a basis consistent with practices in effect prior to such failure, or with practices implemented subsequent to a Change of Control, with respect to senior
officers of the Corporation; 


  

	 	(v)	 The relocation of the Executive by the Corporation to a place other than the location at which he performed his duties for the Corporation
immediately prior to such relocation, except for required travel on the Corporation’s business to an extent substantially consistent with the Executive’s business obligations to the Corporation; 



 

	 	(vi)	 Any failure by the Corporation to provide the Executive with the number of paid vacation days to which he is entitled, as set forth herein, or the
Corporation failing to increase such paid vacation days on a basis consistent with practices in effect prior to such failure, or with practices implemented subsequent to a Change of Control, with respect to the senior officers of the Corporation; or



  

	 	(vii)	 The Corporation taking any action to deprive the Executive of any material fringe benefit enjoyed by him immediately prior to such deprivation
(other than a reduction in benefits under such plan that does not reduce the Executive’s benefits under any plan by more than an aggregate of ten percent (10%) of the Executive’s then benefits under such plan and which said reduction
applies, in equal percentages, to all senior officers of the Corporation) or the Corporation failing to increase or improve such material fringe benefits on a basis consistent with practices in effect prior to such deprivation, or with practices
implemented subsequent to a Change of Control, with respect to senior officers of the Corporation, 



  
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 provided that “Good Reason” shall only be deemed to have
occurred if, no later than thirty (30) days following the initial existence of the circumstances providing grounds for termination for Good Reason, the Executive provides a written notice to the Corporation containing reasonable details of such
circumstances and within thirty (30) days following the delivery of such notice to the Corporation, the Corporation has failed to cure such circumstances; 
  

	 	(v)	 “Incumbent Directors” has the meaning ascribed thereto in Section 2.2(j)(ii); 



 

	 	(w)	 “Incentive Plan” means the 2010 Stock Incentive Plan of the Corporation, as the same may be amended, modified or restated and any
replacement or successor thereto; 


  

	 	(x)	 “Indemnification Amounts” has the meaning ascribed thereto in Section 8.1 hereof; 



 

	 	(y)	 “Indemnity Agreement” has the meaning ascribed thereto in Section 9.19 hereof; 



 

	 	(z)	 “Intellectual Property Rights” has the meaning ascribed thereto in Section 6.6 hereof; 



 

	 	(aa)	 “Inventions” has the meaning ascribed thereto in Section 6.5 hereof; 



 

	 	(bb)	 “Just Cause” means the occurrence of any of the following events: 



 

	 	(i)	 Serious misconduct or disloyalty of the Executive directly related to the performance of his duties for the Corporation which results from a
willful act or omission or from gross negligence and which is materially injurious to the operations, financial condition or business reputation of the Corporation; 



 

	 	(ii)	 Failure by the Executive to comply with any valid and legal directive of the Board; 



 

	 	(iii)	 Willful and continued failure by the Executive to substantially perform his duties under this Agreement (other than any such failure resulting from
his incapacity due to physical or mental disability or impairment); 


  

	 	(iv)	 The Executive’s embezzlement, misappropriation or fraud, whether or not related to the Executive’s employment with the Corporation;



  

	 	(v)	 The Executive’s engagement in dishonesty, illegal conduct or misconduct, which is, in each case, injurious to the Corporation or its
affiliates; 


  

	 	(vi)	 Any other material breach of this Agreement by the Executive; or 



 

	 	(vii)	 Any event or circumstance that would constitute just cause for termination of employment without reasonable notice at law. 



  
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 For purposes of this Agreement, no act, or failure to act, by the Executive
shall be “willful” unless it is done, or omitted to be done, in bad faith and without a reasonable belief that the act or omission was in the best interests of the Corporation; 

 

	 	(cc)	 “Prime” means the prime lending rate charged by Royal Bank of Canada to its most credit worthy customers for U.S. dollar commercial loans
at its main branch in Vancouver, British Columbia; 


  

	 	(dd)	 “Prior Agreement” means the Amended and Restated Employment Agreement between the Corporation and the Executive dated April 28,
2004; 


  

	 	(ee)	 “Proceeding” has the meaning ascribed to such term in Section 8.1 hereof; 



 

	 	(ff)	 “Prorated Bonus” has the meaning ascribed to such term in subsection 4.1(c) hereof; 



 

	 	(gg)	 “SEC” means the United States Securities and Exchange Commission; and 



 

	 	(hh)	 “Securities Act” means the Securities Act of 1933, as amended. 



ARTICLE III 
 TERMS AND
CONDITIONS OF CONTINUING EMPLOYMENT 
  

	3.1	 Employment and Duties and Functions. As of the Effective Date, the Corporation engages the Executive as its Executive Chairman, and the
Executive hereby accepts such employment by the Corporation, all upon and subject to the terms and conditions of this Agreement. The Executive agrees to serve, at no additional remuneration, in such other related senior capacities and to assume such
responsibilities and perform such duties consonant with his position as an executive of the Corporation as the Board may from time to time reasonably require and assign to him from time to time, including with subsidiaries of the Corporation.



  

	3.2	 Duties and Functions. The Executive shall be responsible to and report to the Board. The Executive will be responsible for developing the
Corporation’s overall corporate strategy, providing leadership and building consensus, in conjunction with the chief executive officer of the Corporation (the “CEO”), in the development of the Corporation’s overall strategic
plan, capital markets activities and corporate development initiatives within the context of the corporate strategy. The Executive shall serve as the key driver of development of the corporate strategy. The Executive agrees to carry out, using his
reasonable best efforts and in a manner that will promote the interests of the business of the Corporation, such duties and functions as the Board may request from time to time, including such specific duties and functions as may be prescribed by
the Board in the Corporation’s Corporate Governance Guidelines (as amended from time to time), under the section “Terms of Reference for the Executive Chairman of the Board of the Company”, a current copy of which is attached
as Schedule “A” hereto. 



  
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	3.3	 Appointment as Director. During the term of this Agreement, the Corporation agrees to nominate the Executive to the position of Director and
Chairman of the Board and support the Executive in seeking office as a Director and Chairman of the Board. 


  

	3.4	 Orders of Board. The Executive shall always act in accordance with any reasonable decision of and obey and carry out all lawful and
reasonable orders given to him by the Board. 


  

	3.5	 Time and Energy. Unless prevented by ill health, or physical or mental disability or impairment, the Executive shall, during the term
hereof, devote sufficient business time, care and attention to the business of the Corporation in order to properly discharge his duties hereunder. It is acknowledged and agreed that the Executive is currently, and may continue to act as, a
director, trustee, officer, shareholder or investor in other businesses, ventures, entities, institutions and organizations (herein this Section 3.4 “entities”) during the term of this Agreement provided that: (i) he may only
devote time, care and attention thereto so long as his doing so does not materially adversely affect the ability of the Executive to devote sufficient time and energy to properly discharge his duties hereunder; and (ii) he shall not act as a
director or trustee of more than two other entities that are publicly held or which have their securities listed on any exchange, quoted on any quotation system or traded on the over-the-counter market without the prior consent of the Board.



  

	3.6	 Faithful Service and Conflicts of Interest. The Executive shall well and faithfully serve the Corporation and use his reasonable efforts to
promote the interests thereof and shall not use for his own purposes, or for any purposes other than those of the Corporation, any non-public information he may acquire with respect to the business, affairs and operations of the Corporation. The
Executive will refrain from any situation in which the Executive’s personal interests conflict, or may appear to conflict, with the Executive’s duties with the Corporation. The Executive acknowledges that in case of any doubt in this
respect, the Executive will inform the Board and obtain written authorization. 


  

	3.7	 Compensation. During the term of this Agreement, and any extension thereof, the Corporation shall pay and provide the Executive the
following: 


  

	 	(a)	 Cash Compensation. As compensation for his services to the Corporation, the Executive shall receive a base salary (the “Base
Salary”) and in addition to the Base Salary shall be eligible to receive in respect of each calendar year (or portion thereof) additional variable cash compensation, in an amount determined in accordance with any bonus, profit sharing or short
term incentive compensation program which may be established by the Board or the Compensation Committee, as applicable, either for the Executive or for senior officers of the Corporation (the “Annual Bonus”). Effective July 31, 2015,
the Executive’s annualized Base Salary shall be €463,500. During the term of this Agreement the Board shall review the Executive’s Base Salary and Annual Bonus then in effect annually to ensure that such amounts are reasonably
competitive with awards granted to similarly situated executives of publicly held companies comparable to the Corporation as may be determined by the Board or the Compensation Committee, as applicable, from time to time. The Board shall not reduce
the Executive’s Base Salary except as set forth herein. The Board may reduce the Executive’s Base Salary provided such reduction in the Executive’s Base Salary does not exceed an aggregate total of ten percent (10%) of the
Executive’s Base Salary in effect as of the Effective Date and which reduction applies, in equal percentages, to all senior officers of the Corporation. The Executive’s Base Salary and Annual Bonus shall be payable in accordance with the
Corporation’s normal payroll practices, as applicable. 



  
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	 	(b)	 Equity Compensation. 


  

	 	(i)	 Incentive Plan. The Executive shall be entitled to participate in the Incentive Plan in accordance with the terms thereof as in effect from
time to time. The Corporation agrees, in each fiscal year, to grant to the Executive awards under the Incentive Plan in such amount annually as determined by the Board based on the Executive’s Base Salary and Annual Bonus in such year, before
deduction for income tax, pension plan premiums, employment insurance premiums and other statutory remittances. 


  

	 	(ii)	 Tax Liability. In the event the Executive incurs any withholding tax liability in connection with the exercise of any other rights or
options to acquire Common Shares held by the Executive, the Executive may elect to satisfy his resulting withholding tax obligation by having the Corporation retain that number of such Common Shares or other stock or equity awards having a fair
market value equal to such withholding tax obligation. 


  

	 	(c)	 Employee Benefits. The Executive shall, to the extent eligible, be entitled to participate at a level commensurate with his position in all
of the Corporation’s employee benefit, welfare and retirement plans and programs, as well as equity plans, provided by the Corporation to its senior officers in accordance with the terms thereof as in effect from time to time.



  

	 	(d)	 Perquisites. The Corporation shall provide the Executive, at the Corporation’s cost, with all perquisites which other senior officers
of the Corporation are entitled to receive and such other perquisites which are suitable to the character of the Executive’s position with the Corporation and adequate for the performance of his duties hereunder, including a housing and living
allowance not to exceed in aggregate €75,000 per annum. To the extent legally permissible under applicable laws, the Corporation shall not treat such amounts as income to the Executive. 



 

	 	(e)	 Business and Entertainment Expenses. Upon submission of appropriate documentation in accordance with its policies in effect from time to
time, the Corporation shall pay or reimburse the Executive for all business expenses which the Executive incurs in the performance of his duties under this Agreement, including, but not limited to, travel, entertainment, professional dues and
subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Executive participates in accordance with the Corporation’s policies in effect from
time to time. 



  
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	 	(f)	 Flexible Time Off. The Executive shall be entitled to paid time off in accordance with the standard written policies of the Corporation with
regard to its senior officers, but in no event less than twenty (20) days per calendar year not including, and in addition to, weekends and statutory holidays. 



 

	3.8	 Term. This Agreement shall remain in force until this Agreement is terminated pursuant to Article 4 herein. 



 

	3.9	 Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other
compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Corporation which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to
such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation and pursuant to any such law, government regulation or stock
exchange listing requirement). 


  

	3.10	 Amounts Payable considered Debt. All amounts payable by the Corporation under this Agreement shall constitute a debt owing by the
Corporation to the Executive. 


 ARTICLE IV 

OBLIGATIONS OF THE CORPORATION UPON TERMINATION 
  

	4.1	 Death or Disability. The Corporation may terminate the Executive’s employment in the event the Executive has been unable to perform his
material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate on the
Executive’s death. In the event the Executive’s employment with the Corporation terminates during the term of this Agreement by reason of the Executive’s death or as a result of a Disability Termination, then upon and immediately
effective the Date of Termination: 


  

	 	(a)	 the Executive shall be fully and immediately vested in his unvested stock options or equity awards granted by the Corporation to the Executive,
that are unvested on the Date of Termination so that such options and equity awards are fully and immediately exercisable by the Executive; 


  

	 	(b)	 the Corporation shall promptly pay and provide the Executive (or in the event of the Executive’s death, the Executive’s estate):



  

	 	(i)	 any unpaid Base Salary and any outstanding and accrued regular and special vacation pay through the Date of Termination; 



  
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	 	(ii)	 any unpaid Annual Bonus and other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination;



  

	 	(iii)	 reimbursement for any unreimbursed expenses incurred through to the Date of Termination; 



 

	 	(iv)	 all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any
applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall,
collectively, be referred to as “Accrued Benefits”); and 


  

	 	(v)	 any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and



  

	 	(c)	 the Corporation shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) at the time other senior
executives are paid under any cash bonus or long term incentive plan, a pro rata Annual Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where
the numerator is the number of days in each respective bonus period prior to the Executive’s termination and the denominator is the number of days in the bonus period (the “Prorated Bonus”). 



 

	4.2	 Termination for Just Cause. The Corporation may immediately terminate this Agreement and the Executive’s employment with the
Corporation for Just Cause at any time, without notice or pay in lieu of notice of any other form of compensation, severance pay or damages. In the event that the Executive’s employment with the Corporation is terminated during the term of this
Agreement by the Corporation for Just Cause, the Executive shall not be entitled to any additional payments or benefits hereunder, other than the Accrued Benefits (including, but not limited to, any then vested stock options or other options or
equity grants) and the Prorated Bonus which the Corporation shall pay or provide to the Executive immediately upon the Date of Termination. 



Notwithstanding the foregoing, no event shall constitute or be deemed the basis for termination of the Executive’s
employment for Just Cause unless the Executive is terminated therefor within sixty (60) days after such event is known to a majority of the Board (other than the Executive) and the Executive shall not be deemed to have been terminated for Just
Cause without: 
  

	 	(a)	 advance written notice received by the Executive not less than thirty (30) days prior to the Date of Termination setting forth the
Corporation’s intention to consider terminating the Executive and including a statement of the proposed Date of Termination, the specific detailed basis for such consideration of termination for Just Cause and demanding that the Executive
remedy the event, conduct, condition, act or omission that is the basis for such consideration of termination for Just Cause set forth in such notice (the “Just Cause Event”) within thirty (30) days of receipt of such notice by the
Executive; 



  
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	 	(b)	 an opportunity for the Executive, together with his counsel, to be heard before the Board at least ten (10) days after the giving of such
notice and prior to the proposed Date of Termination; 


  

	 	(c)	 the failure on the part of the Executive to remedy the Just Cause Event within thirty (30) days from receipt of such notice, or any extension
thereof granted by the Board, or the failure on the part of the Executive to take all reasonable steps to that end during such thirty (30) day period, or any extension thereof; and 



 

	 	(d)	 a duly adopted resolution of the Board stating that in accordance this Section 4.2 the actions of the Executive constituted Just Cause and the
basis thereof. Any purported termination of employment of the Executive by the Corporation which does not meet each and every substantive and procedural requirement of this Section 4.2 shall be treated for all purposes under this Agreement as a
termination of employment without Just Cause. 


  

	4.3	 Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with
the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive does not terminate his employment for Good Reason within one
hundred eighty (180) days after initial occurrence of the Good Reason event, then the Executive shall be deemed to have waived his right to terminate for Good Reason with respect to such event. If the Executive’s employment with the
Corporation is voluntarily terminated by the Executive for “Good Reason” or is involuntarily terminated by the Corporation other than for “Just Cause”, then the Corporation shall pay or provide the Executive with the following:



  

	 	(a)	 any Accrued Benefits; 


  

	 	(b)	 a severance amount equal to three (3) times the sum of: (A) the Executive’s then Base Salary; and (B) the higher of
(x) the Executive’s then current Annual Bonus and (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three (3) fiscal years last ending prior to such termination, which
severance amount is payable in substantially equal installments over twelve (12) months in accordance with the Corporation’s standard payroll practice; provided, however, that: 



 

	 	(i)	 in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive
in full in a single lump sum cash payment immediately following such Change of Control; and 



  
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	 	(ii)	 if such termination occurs in contemplation of, at the time of, or within three (3) years after a Change of Control, the Executive shall
instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive’s then Base Salary; and (B) the higher of (x) the Executive’s then
current Annual Bonus and (y) the highest variable pay and annual incentive bonus received by the Executive for the three (3) fiscal years last ending prior to such termination; and 



 

	 	(c)	 the Executive shall be fully and immediately vested in any options or equity awards granted by the Corporation to the Executive so that such
options and equity awards are fully and immediately exercisable by the Executive. 


  

	4.4	 Without Good Reason. The Executive may terminate his employment at any time without Good Reason by written notice to the Corporation. In the
event that the Executive’s employment with the Corporation is terminated during the term of this Agreement by the Executive without Good Reason, the Executive shall not be entitled to any additional payments or benefits hereunder, other than
Accrued Benefits (including, but not limited to, any then vested stock options, or other options or equity grants) and the Prorated Bonus which the Corporation shall pay or provide to the Executive immediately upon the Date of Termination.



  

	4.5	 Mitigation and Offset. In the event of the termination of the Executive’s employment under this Agreement; 



 

	 	(a)	 The Executive shall be under no obligation to seek other employment or otherwise mitigate the value of any compensation or benefits contemplated by
this Agreement, nor shall any such compensation or benefits be reduced in any respect in the event that the Executive shall secure, or shall not reasonably pursue, alternative employment or earnings or benefits that the Executive may receive from
any other source; 


  

	 	(b)	 The amounts payable by the Corporation hereunder shall not be subject to setoff, offset, counterclaim, recoupment, defence or other right which the
Corporation may have against the Executive or others; and 


  

	 	(c)	 The Executive may, at his sole option, set-off or offset any amounts payable by the Executive to the
Corporation against any amounts payable by the Corporation to the Executive under this Agreement. 


  

	4.6	 Change of Control Vesting Acceleration. In the event of a “Change of Control”, immediately effective the date of such Change of
Control, the Executive shall be fully and immediately vested in the unvested options or equity awards granted by the Corporation to the Executive, that are unvested on the Date of Termination so that such options and equity awards are fully and
immediately exercisable by the Executive. 



  
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 ARTICLE V 

FURTHER EXECUTIVE BENEFITS 
  

	5.1	 Housing. If, at the Date of Termination, the Executive was residing in a home provided to him by the Corporation, pursuant to a lease or
rental agreement, or other arrangement, between the Corporation and a third party, the Executive may elect, at any time during the sixty (60) days following the Date of Termination, and the Corporation will permit the Executive, to assume, or
take the assignment of, any such lease or rental agreement, or other arrangement, respecting such housing in accordance with the terms of any such lease or rental agreement, or other arrangement, in force between the Corporation and the party
leasing or renting such housing to the Corporation prior to the Date of Termination. 


 ARTICLE VI 

CONFIDENTIALITY AND OWNERSHIP OF INTELLECTUAL PROPERTY 
  

	6.1	 The Executive acknowledges and agrees that: 


  

	 	(a)	 the Executive may, during the course of his employment with the Corporation, acquire information which is confidential in nature or of great value
to the Corporation and its subsidiaries, including, without limitation, matters or subjects concerning corporate assets, cost and pricing data, customer listings, financial reports, formulae, inventions, know-how, marketing strategies, products or
devices, profit plans, research and development projects and findings, computer programs, suppliers and trade secrets, whether in the form of records, files, correspondence, notes, data, information or any other form, including copies or excerpts
thereof (collectively, the “Confidential Information”), the disclosure of any of which to competitors, customers, clients or suppliers of the Corporation, unauthorized personnel of the Corporation or to third parties would be highly
detrimental to the best interests of the Corporation; and 


  

	 	(b)	 the right to maintain the confidentiality of Confidential Information, and the right to preserve the Corporation’s goodwill, constitute
proprietary rights which the Corporation is entitled to protect. 


  

	6.2	 The Executive shall, while employed with the Corporation and at all times thereafter: 



 

	 	(a)	 hold all Confidential Information that the Executive receives in trust for the sole benefit of the Corporation and in strictest confidence;



  

	 	(b)	 protect all Confidential Information from disclosure and shall not take any action that could reasonably be expected to result in any Confidential
Information losing its character as Confidential Information and shall take all lawful action necessary to prevent any Confidential Information from losing its status as Confidential Information; and 



  
 14 









	 	(c)	 neither, except as required in the course of performing duties and responsibilities under this Agreement, directly or indirectly use, publish,
disseminate or otherwise disclose any Confidential Information to any unauthorized personnel of the Corporation or to any third party nor use Confidential Information for any purpose other than the purposes of the Corporation without the prior
written consent of the Corporation, which consent may be withheld in the Corporation’s sole and absolute discretion. 


  

	6.3	 The restrictions on the Executive’s use or disclosure of all Confidential Information, as set forth in this Article 6, shall continue
following the expiration or termination of the Executive’s employment with the Corporation regardless of the reasons for or manner of such termination. 


  

	6.4	 Notwithstanding Section 6.2 hereof, the Executive may, if and solely to the extent required by lawful subpoena or other lawful process,
disclose Confidential Information but, to the extent possible, shall first notify the Corporation of each such requirement so that the Corporation may seek an appropriate protective order or waive compliance with the provisions of this Agreement.
The Executive shall co-operate fully with the Corporation at the expense of the Corporation in seeking any such protective order. 


  

	6.5	 Inventions. In this Agreement, “Inventions” means, collectively, all 



 

	 	(a)	 discoveries, inventions, ideas, suggestions, reports, documents, designs, technology, methodologies, compilations, concepts, procedures, processes,
products, protocols, treatments, methods, tests, improvements, work product and computer programs (including all source code, object code, compilers, libraries and developer tools, and any manuals, descriptions, data files, resource files and other
such materials relating thereto) and 


  

	 	(b)	 each and every part of the foregoing 



that are conceived, developed, reduced to practice or otherwise made by the Executive either alone or with others or, in any
way, relate to the present or proposed programs, services, products or business of the Corporation or to tasks assigned to the Executive in connection with the Executive’s duties or in connection with any research or development carried on or
planned by the Corporation, whether or not such Inventions are conceived, developed, reduced to practice or otherwise made during the Executive’s employment or during regular working hours and whether or not the Executive is specifically
instructed to conceive, develop, reduce to practice or otherwise make same. 
  

	6.6	 Exclusive Property. The Executive agrees that all Inventions, and any and all services and products which embody, emulate or employ any such
Invention, shall be the sole property of the Corporation and all copyrights, patents, patent rights, trademarks, service marks, reproduction rights and all other proprietary title, rights and interest in and to each such Invention, whether or not
registrable (collectively, the “Intellectual Property Rights”), shall belong exclusively to the Corporation. 


  

	6.7	 Work for Hire. For purposes of all applicable copyright laws to the extent, if any, that such laws are applicable to any such Invention or
any such service or product, it shall be considered a work made for hire and the Corporation shall be considered the author thereof. 



  
 15 









	6.8	 Disclosure. The Executive will promptly disclose to the Corporation, or any persons designated by it, all Inventions and all such services
or products. 


  

	6.9	 Assignment. The Executive hereby assigns and further agrees to, from time to time as such Inventions arise, assign to the Corporation or its
nominee (or their respective successors or assigns) all of the Executive’s right, title and interest in and to the Inventions and the Intellectual Property Rights without further payment by the Corporation. 



 

	6.10	 Moral Rights. The Executive hereby waives and further agrees to, from time to time as such Inventions arise, waive for the benefit of the
Corporation and its successors or assigns all the Executive’s moral rights in respect of the Inventions. 


  

	6.11	 Further Assistance. The Executive agrees to assist the Corporation in every proper way (but at the Corporation’s expense) to obtain
and, from time to time, enforce the Intellectual Property Rights in and to the Inventions in any and all countries, and to that end will execute all documents for use in applying for, obtaining and enforcing the Intellectual Property Rights in and
to such Inventions as the Corporation may desire, together with any assignments of such Inventions to the Corporation or persons designated by it. The Executive’s obligation to assist the Corporation in obtaining and enforcing such Intellectual
Property Rights in any and all countries shall continue beyond the termination of this Agreement. 


  

	6.12	 Representations and Warranties. The Executive hereby represents and warrants that the Executive is subject to no contractual or other
restriction or obligation that will in any manner limit the Executive’s obligations under this Agreement or activities on behalf of the Corporation. The Executive hereby represents and warrants to the Corporation that the Executive has no
continuing obligations to any person (a) with respect to any previous invention, discovery or other item of intellectual property or (b) that require the Executive not to disclose the same. 



ARTICLE VII 

NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT 
  

	7.1	 Non-Competition and Non-Solicitation. 


  

	 	(a)	 In this Agreement, “Competing Business” means the business activity the same as or in direct competition with the Business carried on by
the Corporation or its subsidiaries as of the date of the Executive’s termination of employment with the Corporation. 


  

	 	(b)	 Provided that the Corporation is in material compliance with any payment obligations under Section 4.3, if any, the Executive covenants that
for a period of three (3) months following the Date of Termination for any reason, including his resignation, the Executive will not do any of the following, directly or indirectly, whether individually or in conjunction with any other person
or entity: 


  

	 	(i)	 engage or participate in any Competing Business in Germany, Canada or the United States of America; 



  
 16 









	 	(ii)	 become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent or consultant) any person, firm,
corporation, association or other entity engaged in a Competing Business. Notwithstanding the foregoing, the Executive will not be in breach of this paragraph 7.1(b)(ii) by virtue of the Executive holding, for portfolio purposes and as a passive
investor, no more than five percent (5%) of the issued and outstanding shares of (or of any other interest in) any person, firm, corporation, association or other entity that is engaged in a Competing Business or, in the case of such passive
equity interest exceeding 5%, if the Executive obtains prior written consent to acquire such equity interest from the Board; 


  

	 	(iii)	 attempt to influence or solicit, any employee, consultant, supplier, contractor, agent, strategic partner, distributor, customer or other person to
terminate or modify any written or oral agreement, arrangement or course of dealing with the Corporation or its subsidiaries; or 


  

	 	(iv)	 solicit for employment, employ or retain (or arrange to have any other person or entity employ or retain) any person who is at such time employed
or retained by the Corporation or its subsidiaries or has been employed or retained by the Corporation or its subsidiaries within the preceding twelve (12) months. 



 

	 	(c)	 The Executive acknowledges that the Corporation competes on a worldwide basis and that the scope of the limitations in subsection 7.1(b) above,
including the geographic limitation, are reasonable and necessary for the protection of the Corporation’s trade secrets, business interests, and other Confidential Information. The Executive confirms that the obligations in subsection 7.1(b)
above are reasonably necessary for the protection of the Corporation and its shareholders and, given the Executive’s knowledge and experience, will not prevent the Executive from being gainfully employed. 



 

	 	(d)	 Scope of Restrictions. In the event that any provision of this Section 7.1 shall be determined to be illegal, invalid or unenforceable
for any reason whatsoever by any court of competent jurisdiction from which no appeal exists or is taken, it is agreed such illegality, invalidity or unenforceability shall not affect any other provision of such Section or this Agreement, and the
remaining terms, covenants, restrictions or provisions in such Section and in this Agreement shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and
enforceable. In the event that a court determines that the length of time, geographic area or the activities prohibited under this Agreement are too restrictive to be enforceable, the court may reduce the scope of the restriction to the extent
necessary to make the restriction enforceable. 



  
 17 









	7.2	 Non-Disparagement. The Executive undertakes and covenants that he will permanently refrain from directly or indirectly disclosing,
expressing, publishing or broadcasting, or causing to be disclosed, expressed, published or broadcast, or otherwise disseminated or distributed in any manner, in his own name, anonymously, by pseudonym or by a third party, to any person whatsoever,
any comments, statements or other communications, which a reasonable person would regard as reflecting adversely on the character, reputation or goodwill of the Corporation or any of its subsidiaries or any of its or their employees, officers,
directors, investors, shareholders or agents, or which a reasonable person would regard as reflecting adversely on their publications, products, or services and, without limiting the generality of the foregoing, such statements shall not be made by
means of oral communications, press releases, articles, letters, telephone calls, telephone messages, e-mail messages or in postings on the Internet on websites or to newsgroups or listservers. 



ARTICLE VIII 

INDEMNIFICATION 
  

	8.1	 Indemnification. The Corporation hereby covenants and agrees that if the Executive is made a party, or is threatened to be made a party, to
any action, suit or proceeding, whether civil, criminal, administrative or investigative of any nature whatsoever (a “Proceeding”), by reason of, or as a result of, the fact that he is or was a Director, officer or employee of the
Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a Director, officer, member, employee or agent of the Corporation, the Executive shall be indemnified and held
harmless by the Corporation to the fullest extent legally permitted or authorized by the Corporation’s constating documents or, if greater, by applicable federal, state or provincial legislation, against all costs, expenses, liability and
losses of any nature whatsoever (including, without limitation, attorney’s fees, judgments, fines, interest, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection
therewith (collectively, the “Indemnification Amounts”), and such indemnification shall continue as to the Executive even if he has ceased to be an officer, trustee, director, member, employee or agent of the Corporation or other entity
and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Corporation shall promptly advance to the Executive the Indemnification Amounts incurred, or to the extent legally permissible reasonably estimated to be
incurred, by him immediately upon receipt by the Corporation of a written request for such advance. 


  

	8.2	 Standard of Conduct. Neither the failure of the Corporation or the Board to have made a determination prior to the commencement of any
proceeding concerning payment of amounts claimed by the Executive under Section 8.1 hereof that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Corporation or the
Board that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 



  
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 ARTICLE IX 

GENERAL 
  

	9.1	 Enforcement. The Executive acknowledges and agrees that the covenants and obligations under Articles VI and VII are reasonable, necessary
and fundamental to the protection of the Corporation’s business interests and the Executive acknowledges and agrees that any breach of these Articles by the Executive would result in irreparable harm to the Corporation and loss and damage to
the Corporation for which the Corporation could not be adequately compensated by an award of monetary damages. Accordingly, the Executive agrees that, in the event the Executive violates any of the restrictions referred to in Articles VI and VII,
the Corporation shall suffer irreparable harm and shall be entitled to preliminary and permanent injunctive relief and any other remedies in law or in equity which the court deems fit. 



 

	9.2	 Withholding. The Corporation shall have the right to withhold from any amount payable hereunder any federal, state, provincial and local
taxes in order for the Corporation to satisfy any withholding tax or similar obligation it may have under any applicable law or regulation. 


  

	9.3	 Resignation of Positions. The Executive agrees that after termination of his employment with the Corporation he will tender his resignation
from any position he may hold as an officer, director, employee, trustee or agent of the Corporation or any of its affiliated or associated companies if so requested by the Board. 



 

	9.4	 Post-Termination Reasonable Cooperation. The Executive agrees and covenants that, after termination of his employment with the Corporation,
he shall, to the extent reasonably requested by the Corporation, cooperate in good faith with the Corporation to assist the Corporation in the pursuit or defence of (except if the Executive is adverse with respect to) any claim, administrative
charge, or cause of action by or against the Corporation as to which the Executive, by virtue of his employment with the Corporation or service on the Board or any other position that the Executive held that was affiliated with or was held at the
request of the Corporation or its affiliates, has relevant knowledge or information, including by acting as the Corporation’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any
jurisdiction or forum. The Corporation shall reimburse the Executive for his reasonable out-of-pocket expenses incurred in compliance with this Section 9.4, including any reasonable travel expenses and reasonable legal fees incurred by the
Executive. The Corporation shall use reasonable business efforts to provide the Executive with reasonable advance written notice of its need for the Executive’s reasonable cooperation and shall attempt to coordinate with the Executive the time
and place at which the Executive’s reasonable cooperation shall be provided with the goal of minimizing the impact of such reasonable cooperation on any other material pre-scheduled business commitment that the Executive may have. The
Executive’s cooperation described in this Section 9.4 shall be subject to the satisfaction of the Corporation’s indemnification obligations provided under Article VIII hereof and the maintenance of the Executive’s insurance
coverage provided under Section 9.10 hereof. 



  
 19 









	9.5	 Rights and Obligations Survive. The respective rights and obligations of the parties hereunder shall survive any termination of the
Executive’s employment to the extent necessary to preserve such rights and obligations. For greater certainty, notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that Sections 3.9, 3.10, 4.1,
4.2, 4.3, 4.5, 4.6, 5.1, 5.2, 6.1, 6.2, 6.3, 6.4, 6.6, 6.7, 6.9, 6.10, 6.11, 7.1, 7.2, 8.1, 9.1, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.15, 9.16, 9.17, 9.18 and 9.24 shall survive the termination of the Executive’s employment with the
Corporation and remain in full force and effect. 


  

	9.6	 Beneficiaries. The Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death by giving the Corporation written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. 


  

	9.7	 Legal, Accounting and Professional Expenses. The Corporation shall pay, to the full extent permitted by law, all legal, accounting and other
professional fees and related expenses the Executive, the Executive’s legal representatives or the Executive’s family may reasonably incur in connection with the preparation of this Agreement, any contest by the Corporation, the Executive
or others of the validity or enforceability of, interpretation of, or liability under, any provision of this Agreement or as a result of any action by the Executive, the Executive’s legal representatives or the Executive’s family to
enforce his or their rights under this Agreement, plus interest, compounded quarterly, on the total unpaid amount determined to be payable under this Agreement, such interest to be calculated at a rate equal to 2% in excess of Prime in effect from
time to time during the period of such non-payment. The Corporation shall advance to the Executive such fees and expenses incurred by him in connection with such negotiation and preparation, contest or action
within ten (10) Banking Days after receipt by the Corporation of a written request for such amount. Notwithstanding any other provision herein, in the event that an action, proceeding or other claim whatsoever is made in a court of competent
jurisdiction by the Executive, his legal representatives or family or the Corporation and is determined by such court in favour of the Corporation pursuant to a final non-appealable judgment or order, the Executive shall repay to the Corporation all
amounts for professional fees provided to him in respect of that particular action, proceeding or claim pursuant to this Section 9.7. 


  

	9.8	 Fair and Reasonable Provisions. The Corporation and Executive acknowledge and agree that the provisions of this Agreement regarding further
payments of the Executive’s Base Salary, Annual Bonus and other bonuses, and the exercisability and vesting of the options or equity grants granted by the Corporation to the Executive, constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts the Executive might earn or be able to earn from any other employment or ventures during the remainder of the
agreed term of this Agreement. 



  
 20 









	9.9	 Lump Sum Payment. Except as otherwise specifically provided in this Agreement, the Corporation shall pay the Executive any lump sum payment
due to him under this Agreement within ten (10) Banking Days of the Date of Termination. Any payments due to the Executive under this Agreement that are not paid within such time shall accrue interest, compounded quarterly, on the total unpaid
amount payable under this Agreement, such interest to be calculated at a rate equal to 2% in excess of Prime then in effect from time to time during the period of such non-payment. No payments due to the
Executive under this Agreement may be offset by the Corporation by amounts due to the Corporation from the Executive. 


  

	9.10	 Liability Insurance. The Corporation shall use its best efforts to obtain and continue coverage of the Executive under directors and
officers liability insurance both during and, while potential liability exists, after the Executive’s employment with the Corporation in the same amount and to the same extent, if any, as the Corporation covers its other Directors and / or
senior officers. 


  

	9.11	 No Derogation of Rights. Nothing herein derogates from any rights the Executive may have under applicable law. 



 

	9.12	 Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs
(in the case of the Executive) and assigns. No rights or obligations of the Corporation under this Agreement may be assigned or transferred by the Corporation except that such rights or obligations may be assigned or transferred pursuant to a
merger, amalgamation, reorganization, continuance or consolidation in which the Corporation is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Corporation, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the Corporation and such assignee or transferee assumes the liabilities, obligations and duties of the Corporation, as contained in this Agreement, either contractually or as a
matter of law. The Corporation further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause such assignee or transferee to expressly
assume the liabilities, obligations and duties of the Corporation hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than: (a) his rights to compensation and benefits,
in whole or in part, which may be transferred by the Executive to (i) a corporation owned or controlled by the Executive or members of the Executive’s family, (ii) a trust, the beneficiaries of which are the Executive or members of
the Executive’s family or (iii) a charity, a foundation or trust established for charitable purposes, or which may be transferred by the Executive’s will or the operation of law; (b) to a corporation through which the Executive
shall provide the services required of him hereunder; and (c) as provided in Section 9.6 hereof. 


  

	9.13	 Authorization. The Corporation represents and warrants that it is fully authorized and empowered to enter into this Agreement and perform
its obligations hereunder, which performance will not violate any agreement between the Corporation and any other person, firm or organization or breach any provisions of its constating documents or governing legislation. 



  
 21 









	9.14	 Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive
and an authorized officer of the Corporation. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Corporation, as the case may be. 



 

	9.15	 Interpretation of Incentive Plan and Option Agreements. In the event of a conflict between, or inconsistency with, any, or any part, of the
terms or provisions of this Agreement and the terms or provisions of the Incentive Plan and any agreements entered into pursuant thereto, the terms and provisions of this Agreement shall be deemed to govern, supersede, and take precedence over such
inconsistent or conflicting terms and provisions contained in the Incentive Plan and any agreements entered into pursuant thereto. 


  

	9.16	 Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia
and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia, situate in Vancouver, with respect to any matters arising out of
this Agreement. 


  

	9.17	 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given when sent in
writing to the other party by hand delivery, registered letter, receipted commercial courier or electrically receipted facsimile transmission, acknowledged in like manner by the recipient, to the following addresses: 



 

	 	(a)	 in the case of the Corporation: 



Mercer International Inc. 

Suite 1120, 700 West Pender Street 

Vancouver, British Columbia, V6C 1G8 

Facsimile: (604) 684 1094 
  

	 	(b)	 in the case of the Executive: 



to the last address of the Executive in the records of the Corporation and its subsidiaries or to such other address as the
parties may from time to time specify by notice given in accordance herewith. 
 Any notice so given shall be conclusively
deemed to have been given or made on the day of delivery, if delivered, or if mailed as aforesaid, upon the date shown on the postal return receipt as the date upon which the envelope containing such notice was actually received by the addressee.

  

	9.18	 Severability. If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not
be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law. 



  
 22 









	9.19	 Entire Agreement. Other than the Amended and Restated Trustee’s Indemnity Agreement between the Executive and the Corporation dated for
reference February 4, 2003 (the “Indemnity Agreement”), this Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and amends, replaces and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto, including, without limitation, the Prior Agreement and the Amendment. For greater certainty, notwithstanding anything to
the contrary in this Agreement, the parties hereto acknowledge and agree that nothing contained herein is intended to modify, abridge, limit or affect any of the rights or obligations of the parties hereto contained in the Indemnity Agreement.



  

	9.20	 Currency. Unless otherwise specified herein all references to €, Euro or Euros are references to European Union Euros.



  

	9.21	 Further Assurances. Each of the Executive and the Corporation will do, execute and deliver, or will cause to be done, executed and
delivered, all such further acts, documents and things as the Executive or the Corporation may require for the purposes of giving effect to this Agreement. 


  

	9.22	 Counterparts Execution. This Agreement may be executed in several parts in the same form, and by facsimile or other electronic form, and
such parts as so executed shall together constitute one original document, and such parts, if more than one, shall be read together and construed as if all the signing parties had executed one copy of the said Agreement. 



 

	9.23	 Amendment and Restatement. This Second Amended and Restated Employment Agreement is hereby amended, ratified and confirmed by each of the
parties hereto and shall amend and restate in their entirety the Prior Agreement and the Amendment which are hereby terminated and null and void. 


  

	9.24	 Affiliated Entities. The Executive acknowledges and agrees that all of the Executive’s covenants and obligations to the Corporation, as
well as all of the rights of the Corporation under this Agreement, shall run in favour of and shall be enforceable by the subsidiaries and affiliates of the Corporation. The Executive acknowledges that notwithstanding references in this Agreement to
subsidiaries and affiliates, this Agreement is between the Executive and the Corporation. The Executive shall have no right to enforce this Agreement against any party other than the Corporation unless this Agreement is assigned to any entity in
accordance with Section 9.12. 


 [Signature page follows] 

  
 23 








 IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written. 

 

			
	MERCER INTERNATIONAL INC.
		
	 By:
	 	 /s/ Eric Lauritzen

	 Name:
	 	 Eric Lauritzen

	 Title:
	 	 Lead Director


  

							
	 SIGNED, SEALED and DELIVERED
	 	 )
	 		 	
	 by JIMMY S.H. LEE
	 	 )
	 		 	
	 in the presence of:
	 	 )
	 		 	
		 	 )
	 		 	
	  
	 	 )
	 		 	 /s/ Jimmy S.H. Lee

	 Witness
	 	 )
	 		 	JIMMY S.H. LEE
	  
	 	 )
	 		 	
	 Address
	 	 )
	 		 	
	  
	 	 )
	 		 	
		 	 )
	 		 	
	  
	 	 )
	 		 	
	 Occupation
	 		 		 	


  
 [Signature Page to Second
Amended and Restated Employment Agreement] 








 SCHEDULE A 

EXECUTIVE’S DUTIES 
  

	1.	 The Executive Chairman of the Board is responsible for developing the overall corporate strategy, providing leadership and building consensus in
conjunction with the chief executive officer of the Company (“CEO”), in the development of the Company’s overall strategic plan, capital markets activities and corporate development initiatives within the context of the corporate
strategy. The Executive Chairman will primarily act as a key driver of the development of the strategy and the CEO will be primarily responsible for the execution of the strategy. 



Additionally, the Executive Chairman has the following duties and responsibilities: 

Strategic Matters 
  

	 	(i)	 to work with the CEO to build a strong senior management group to ensure that the objectives, policies and procedures of the Company, as agreed to
by the Board, are fully, promptly and properly carried out; 


  

	 	(ii)	 to ensure that the Company’s management strategies and business plans are founded on the creation of shareholder value; 



 

	 	(iii)	 to work with the CEO to develop management strategies and business plans, provide guidance to, and act as a ‘sounding board’ for, the CEO
with respect to the implementation of such strategies and plans and in cooperation with the CEO, ensure that such strategies and plans are appropriately represented to the Board; 



 

	 	(iv)	 to work with the CEO and other senior management of the Company to oversee and monitor the progress of the implementation of the Company’s
management strategies and business plans; 


  

	 	(v)	 to work with the Board to ensure that appropriate objectives and goals are established for the CEO and senior management and monitor and evaluate
the performance of the CEO and senior management against these objectives; and 


  

	 	(vi)	 to hold the CEO to account for executive actions and performance and ensure the Board is kept informed as required. 



Relations with Shareholders, Stakeholders and the Public 

 

	 	(i)	 to chair, when present, all meetings of the shareholders; 










	 	(ii)	 to be a spokesman for the Company with respect to shareholders, investors, analysts, public, government and industry regarding the Company’s
assets, operations, strategic goals and initiatives; 


  

	 	(iii)	 to ensure that the views of major shareholders are communicated to the Board and that the Board develops an understanding of those views;



  

	 	(iv)	 to work with the CEO to develop and implement effective communication strategies with shareholders, investors, analysts, public, government and
industry regarding the Company’s assets, operations, strategic goals and initiatives; and 


  

	 	(v)	 to assist the CEO and other senior management, if requested by the CEO or the Board, in representing the Company in its dealings with all other
interested parties. 


 Managing the Board 

 

	 	(i)	 to chair, when present, all meetings of the Board except as otherwise provided herein; 



 

	 	(ii)	 to be the senior spokesman for the Board in conjunction with the Lead Director and maintain its relations with senior management and to communicate
with the CEO information and feedback by the Board; 


  

	 	(iii)	 to assist the Board in the discharge of its duties and responsibilities relating to the review and approval of the following:



  

	 	(i)	 corporate goals and policies of the Board; 


  

	 	(ii)	 strategies and business plans developed by management; 


  

	 	(iii)	 management, capital and operating plans, financial statements and management reports; 



 

	 	(iv)	 the declaration and payment of distributions/dividends; 


  


	 	(v)	 mergers, acquisitions, new projects, diversifications and expansions; 



 

	 	(vi)	 the allocation of resources; 


  

	 	(vii)	 equity and debt financing; and 


  

	 	(viii)	 the assessment of the performance of senior officers of the Company; 



 

	 	(iv)	 to keep himself or herself informed about the business and affairs and short and long range plans of the Company and the industrial, political and
financial trends and activities in the United States, Germany, Canada and elsewhere which affect the Company; 


  

	 	(v)	 to direct the administrative functions which are necessary for the due and efficient performance and discharge by the Board of its duties and
responsibilities; 


  

	 	(vi)	 to review all information and material prepared by management for submission to the Board and to supervise the procedure whereby it is distributed
in time for due consideration; 



  
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	 	(vii)	 to circulate to all directors, subject to reasonable safeguards, the minutes and proceedings of the Board; 



 

	 	(viii)	 to work in close cooperation with the senior management of the Company and the Lead Director so that the policies, goals, decisions and directives
of the Board are fully understood and implemented by the Company; 


  

	 	(ix)	 to ensure senior management succession and development plans are presented to the Board annually; 



 

	 	(x)	 to foster a harmonious and constructive relationship between management and the Board; 



 

	 	(xi)	 to communicate with the Board to keep it up-to-date on all major developments; 



 

	 	(xii)	 to develop, with input from the Lead Director, Board agendas and timetables for future meetings; 



 

	 	(xiii)	 to ensure, in conjunction with the Lead Director, that the Committees are working effectively; and 



 

	 	(xiv)	 to assume such other duties and responsibilities as may be assigned to him or her from time to time by the Board. 



  
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