**Exhibit 4.6**

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AGREEMENT IS MADE effective the15 day of May 2015

 

BETWEEN:

 

**OMEGA INSURANCE HOLDINGS INC.**

34 King Street East, Suite 1200 Toronto, Ontario

Canada MSC 2X8

 

A wholly owned subsidiary of

Till Capital Ltd.

25 Church Street

Hamilton HM12, Bermuda      

 

(hereinafter called the "Company")

 

-and-

 

**PHILIP COOK**

** **

(hereinafter called the "Executive")

 

 

WHEREAS the Company is engagedin the business of insurance, reinsurance, and insurance related activities;

 

AND WHEREAS the Executiveis willing to serve the Company in the capacity and on the terms and conditions herein provided;

 

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

 

 1. DEFINITIONS

 

1.1     In this Agreement the following terms shall have the following meanings:

 

(a)   "Agreement"means this agreement as it may be amended or supplemented from time to time; and the expressions"hereof', "herein", "hereto' ', "hereunder", "hereby" and similar expressions referto this agreement and unless otherwise indicated, references to "Sections" or "Parts" are referencesto sections or parts in this Agreement;

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 (b) "Board" means the board of directors of the Company;

 

 (c) "Cause" means:

 

(i)        the failure or refusal of the Executive to perform his duties and responsibilities at an acceptable level or standard,or to comply with the Company's policies and procedures as instituted from time-to-time, provided that the Executive has been providedwritten notice of such failure and has not corrected its behaviour within 30 calendar days of receiving such notice and providedfurther that the Executive shall only be entitled to correct his behaviour pursuant to such notice on a one-time basis.For purposes of clarity, any subsequent failure or refusal to perform his duties and responsibilities at an acceptable levelor standard will not require written notice of such failure by the Company and corresponding opportunity for the Executive to correctthe behaviour;

 

(ii)         any dishonesty on the part of the Executive affecting the Company;

 

(iii)            the conviction of the Executive for an indictable offence or for any crime involving moral turpitude, fraud or misrepresentation;

 

(iv)          excessive use of alcohol or illegal drugs by the Executive interfering with the performance of his obligations underthis Agreement and the failure to participate fully in any employee assistance program offered by the Company;

 

(v)        any willful and intentional act on the part of the Executive having the effect of materially injuring the reputation, businessor business relationships of the Company;

 

(vi)          any material breach (not covered by any of the above (i) through (v)) of any of the provisions of this Agreement;and

 

(vii)           any other act or omission which at law would entitle the Company to terminate this Agreement.

 

 (d) "Change of Control" means a transaction or series of transactions whereby directly or indirectly:

 

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(i)        any person or combination of persons obtains a sufficient number of securities of the Company to affect materially the controlof the Company; for the purposes of this Agreement, a person or combination of persons holding shares or other securities in excessof the number which, directly or following conversion thereof, would entitle the holders thereof to cast 25% or more of the votesattaching to all shares of the Company which may be cast to elect directors of the Company, shall be deemed to be in a positionto affect materially the control of the Company;

 

(ii) the Company shall consolidate or merge with or into, amalgamate with, or enter into a statutory agreement with, any otherperson (other than a subsidiary of the Company) or any other person (other than a subsidiary of the Company) shall consolidateor merge with or into, or amalgamate with or enter into a statutory arrangement with, the Company, and, in connection therewith,all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged orotherwise acquired for shares or other securities of the Company or any other person or for cash or any other property;

 

(iii)           the Company shall sell or otherwise transfer, including by way of the grant of a leasehold interest (or one or more ofits subsidiaries shall sell or otherwise transfer, including by way of the grant of a leasehold interest), property or assets(A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Company andits subsidiaries as at the end of the most recently completed financial year of the Company or (B) which during the most recentlycompleted financial year of the Company generated, or during the then current financial year of the Company are expected to generate,more than 50% of the consolidated operating income or cash flow of the Company and its subsidiaries, to any other person or persons(other than the Company or one or more of its subsidiaries); or

 

(iv)          thereoccurs a change in the composition of the Board, which occurs at a single meeting, or a succession of meetings occurringwithin 6 months of each other, of the shareholders of the Company, whereby such individuals who were members of theBoard immediately prior to such meeting or succession of meetings cease to constitute a majority of the Board withoutthe Board, as constituted immediately prior to such meeting, approving of such change.

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(e)  "Confidential Information" means information of a sensitive nature related to the Company or its business including,but not limited to information pertaining to the Company's costs, sales, income, profit, profitability, pricing, salariesor wages, marketing information, corporate information and intellectual property. "Confidential Information" doesnot include any information that, through no fault of the receiving party:

 

 

(A) independently developed by or on behalf of the receiving party as shown by documentary evidence; or

 

(B) disclosed to the receiving party by a third party not having an obligation of confidence to the proprietor of the informationas shown by the documentary evidence; or

 

 

No combination of informationshall be deemed to be within any of the above exceptions, whether or not the component parts of the combination are within oneor more of the exceptions in Sections l (e) (i) and (ii), unless the combination itself and its economic value and principlesof operation are themselves so excepted;

 

(f) "Company" means Omega Insurance Holdings, a wholly owned subsidiary of **Till**Capital Ltd.;

 

(g)   "Person"means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or Companywith or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personalrepresentative, regulatory body or agency, government or governmental agency, authority or entity however designated orconstituted;

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(h)  "Public Domain" means readily accessible to the public in a written publication, and does not include informationthat is only available by substantial searching of the published literature, and information the substance of which must bepieced together from a number of different publications and/or sources;

 

(i)  "Residual Information" means general information not specified as being confidential in nature by the Company thatis in tangible form and is retained in memory by the Executive who have had access to Confidential Information including ideas,concepts, know-how and techniques or business opportunities that have been considered by the Company but rejected or unsuccessfullypursued by the Company;

 

(j)  "Share Option" means any stock option granted under a stock option or share purchase plan of the Company;

 

(k) "Term" shall have the meaning set forth in Part 2 below; and

 

(1) "Triggering Event" meansany one of the following events occurring without the express or implied agreement of the Executive:

 

(i) a change (other than those that are clearly consistent with a promotion) in the Executive's position or duties (includingany position or duties as a director of the Company) , responsibilities (including a change in the person or body to whom theExecutive reports at the date of a Change in Control, except if such person or body is of equivalent rank or stature or such changeis as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, andwho reports to the Executive), title or office in effect immediately prior to a Change in Control;

 

(ii)areduction by the Company or any of its subsidiaries of the Executive's compensation, benefits or any other form ofremuneration or any change in the basis upon which the Executive's compensation, benefits or any other form of remunerationpayable by the Company or its subsidiaries is determined or any failure by the Company to increase the Executive's, benefitsor other forms of remuneration payable by the Company or its subsidiaries in a manner consistent (both as to frequency andpercentage increase) with practices in effect immediately prior to a Change in Control or with practices implementedsubsequent to a Change in Control with respect to the senior Executives of the Company and its subsidiaries, whichever ismore favourable to the Executive;

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(iii)anyfailure by the Company or its subsidiaries to continue in effect any benefit or stock ownership plan in which theExecutive was entitled to participate immediately prior to a Change in Control, or the Company or its subsidiaries taking anyaction or failing to take any action that would adversely affect the Executive's participation in or reduce its rights orbenefits under or pursuant to any such plan, or the Company or its subsidiaries failing to increase or improve such rights orbenefits on a basis consistent with practices in effect immediately prior to a Change in Control or with practicesimplemented subsequent to a Change in Control, whichever is more favourable to the Executive;

 

(iv)any breach by the Company of any provision of this Agreement;

 

(v)the good faith determination by the Executive that, as a result of a Change in Control or any action or event thereafter, theExecutive's status or responsibility in the Company or its subsidiaries have been diminished or the Executive is being effectivelyprevented from carrying out its duties responsibilities as they existed immediately prior to a Change in Control; or

 

(vi)the failure by the Company to obtain, in a form satisfactory to the Executive, an effective assumption of its obligationshereunder by any successor to the Company, including a successor to a material portion of its business.

 

(m) except where otherwiseindicated all currencies are in Canadian dollars.

 

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 2. TERMS OF EMPLOYMENT

 

2.1    The Company engages the Executive as the Company's **Chief Executive Officer**witheffect from the date of this Agreement for an initial term of **Thirty-Six**(36) months,which then will automatically renew for successive one year periods provided that the Company has not given the Executive noticein writing of its intention not to renew this Agreement (the "Term") not less than one hundred and eighty (180)calendar days prior to the expiration of the Term. The Executive and the Company shall mutually agree on the Executive 'stitle and responsibilities with respect to any of the Company' s subsidiaries or affiliates.

 

2.2     The Executive shall serve and perform in the capacities described in Section 2.1 hereof and shall have such duties, responsibilities, andauthorities as are designated for such offices pursuant to the Bylaws of the Company, and as may be reasonably assigned to theExecutive  from time to time by the Board of Directors. The Executive shall, and shall have commensurate authority toformulate, and implement the Company's mission statement; The Executive is accountable for ensuring that business strategies, production, anddevelopment targets are achieved as scheduled and within budgeted cost constraints. The Executive will provide leadership, oversightand guidance to the Company's operations, while maintaining a strong awareness of corporate financial capabilities andshare market requirements. The Executive shall report and be responsible to the Board of Directors.

 

2.3     TheExecutive agrees to devote substantially all of the Executive's time, best efforts, abilities, knowledge and experience tothe faithful performance of the duties, responsibilities, and authorities which may be reasonably assigned to theExecutive and which are consistent with the Executive's Executive offices described under Section 2.1, provided the Executiveshall not engage in any business which is in direct competition with the Company or any subsidiaries or affiliates, andprovided that the Executive's other business activities shall not interfere with, or prevent the Executive from fulfilling,his obligations to the Company hereunder. Notwithstanding the preceding, the Executive may, without being in violation of theExecutive's obligations hereunder, (i) serve on corporate, civic or charitable boards, or committees which are not engaged inbusiness in competition with the Company or any subsidiary; (ii) deliver lectures, accept and fulfill speaking engagements,teach at educational institutions and seminars and write or publish papers, articles or books; and (iii) invest theExecutive's personal assets in such form or manner as will not require any material services by theExecutive in the operation of the entities in which such investments are made, provided the Executive shall use his bestefforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfillinghis obligations to the Company hereunder.

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2.4     In connection with the Executive's employment by the Company during the Term, the Executive shall be based in Toronto, Canada,or at any office or location as agreed to by the Executive and the Board of Directors, save and except for reasonable travel requiredin connection with the Company's business consistent with the Executive's position as **Chief ExecutiveOfficer**of the Company.

 

 3. REMUNERATION AND BENEFITS

 

3.1      TheCompany shall pay the Executive, as compensation for services rendered by the Executive under this Agreement, a base salary,on an annualized basis (the "Annual Base Salary") of One hundred Ninety-Five Thousand dollars ($195,000)during theTerm of this Agreement. The Annual Base Salary shall be subject to all appropriate federal and provincial withholdingand payroll taxes and shall be paid by the Company to the Executive in accordance with the regular payroll policies andpractices of the Company. The Company 's compensation of the Executive by payments of the Annual Base Salary pursuant to thisSection 3.1    1 shall not bedeemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of theCompany, nor shall such compensation in any way limit or reduce any other obligation of the Company hereunder; and, except tothe extent specifically set forth herein, no other compensation, benefit or payment hereunder shall in any way limit orreduce the obligation of the Company to pay the Annual Base Salary to the Executive during the term of this Agreement.

 

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3.2   In additionto the Base Salary, Executive shall be entitled to incentive pay, as set forth in **Exhibit A.**

** **

3.3  Executiveshall be granted stock options in Till Capital Ltd. expiring two years from the date of grant, on and subject to the termsand conditions of the Company' s Stock Option Plan and 3.3(i) below. These options will vest in four equal instalments everysix months beginning six months from the date of grant. Future grants will be at the discretion of the Company' s management,as approved by the Compensation Committee of Till Capital Ltd.

 

(i) upon approval at the next Till Capital Ltd. Compensation Committee meeting, Executive shall be granted **20 , 000 options**at a $10.00 strike price. Said options will vest in the manner described in 3.3 abovewith the timing beginning upon the final regulatory approval of the Share Purchase Agreement.

 

(ii)  in order to facilitatethe option grant, Executive will sign the Consulting Agreement at **Exhibit B,**whereby Executive shall be a consultant toTill Capital Ltd. in the interim period between signing of the Share Purchase Agreement and regulatory approval of the acquisition.

 

3.4 In addition tothe Annual Base Salary set forth in Section 3.1 hereof and any other amounts of compensation payable to the Executivepursuant to any other provisions of this Agreement, the Company may also pay the Executive discretionary annual bonuscompensation (the "Annual Bonus Compensation") , in the form of cash or shares of the common stock of the Companyin such amount, if any, determined by the Board, or any duly authorized committee thereof, to be proper and appropriate foreach fiscal year of the Company during the term of this Agreement, provided that the Annual Bonus Compensation may not exceed50% of the Annual Base Salary. Such Annual Bonus Compensation shall be based upon such factors as the Board of Till CapitalLtd., or any duly authorized committee thereof, shall deem appropriate and consistent with factors applicable to otherExecutive officers of the Company, including (i) the Executive's contributions to the success of the business operations ofthe Company, its divisions and its subsidiaries for each fiscal year of the Company during the term hereof; (ii) theCompany's share price performance viewed objectively as well as against its peer group within the industry; (iii) the successof the Company's insurance activities; (iv) the consolidated revenues, expenses and profits of the Company, its divisions andits subsidiaries for each fiscal year of the Company during the term hereof, as determined in accordance with generallyaccepted accounting principles; and (v) the general overall economic performance of the Company, its divisions and itssubsidiaries for each fiscal year of the Company.

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3.5  The Company shall also reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executivein accordance with the Company's standard expense practices. Prior to the reimbursement of such expenses, the Company shallrequire the Executive to prepare a summary of the expenses incurred and submit it to the Company together with appropriate supportingreceipts, invoices, or other documentation acceptable to the Company. The Company may make an advance to cover such expenses, suchadvances being repayable to the extent remaining upon termination of this Agreement.

 

3.6  In addition to the Annual Base Salary, Incentive Pay and any Annual Bonus Compensation payable to the Executive hereunder,the Executive shall be entitled to participate in the Company's health, dental, disability and life insurance plans (if any) providedthat the Executive satisfies the eligibility requirements therefor, provided that nothing herein will obligate the Companyto institute such plans.

 

3.7   TheExecutive shall be entitled to a reasonable paid vacation of not less than twenty (20) business days each calendar yearduring the Employment Period, exclusive of holidays and weekends, which vacation shall be taken by the Executive inaccordance with the Company's vacation plans, policies and practices as then in effect and with a view to the businessrequirements of the Company. The Executive shall also be entitled to compensation in respect of earned or accrued but unusedvacation time based on the Executive's Annual Base Salary.

 

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3.8   Duringthe Term the Company shall provide, at its expense, appropriate and adequate office space, furniture, communications andword-processing equipment, supplies, personnel (including as required professional, clerical, support and otherpersonnel) and such other facilities and services as shall be suitable to the Executive's position and adequate for theExecutive's use in performing the Executive's duties and responsibilities under this Agreement.

 

4.  CONFIDENTIAL INFORMATION AND PROPERTY OF THE COMPANY

 

4.1 The Executive's Obligations as to Confidential Information and Materials. Confidential Information, whetherin written, oral, magnetic, photographic, optical, or other form and whether now existing or developed or created during the periodof the Executive's relationship or engagement with the Company, excepting information obtained from general or public sources,is proprietary to the Company and is highly confidential in nature. In this regard, the Executive acknowledges that damagespursued by an action at law may not be an adequate remedy for the Executive' s breach of its obligations under this Part4, and the Executive agrees that the Company shall be entitled to equitable remedies including but not limited to interlocutory orpermanent injunctions, which the Executive agrees not to oppose.

 

4.2    Use of Company Communication and Documents Storage Systems. The Executive shall send and receive all electroniccommunications through, and shall store copies of all documents material to the business and affairs of the Company on, the Company'sserver in accordance with the Company's information technology policies and procedures as established from time-to time.

 

4.3 General Skills. The generalskills and Residual Information and other experience gained by the Executive during the Executive's relationship with theCompany, and information within the Public Domain or generally known within the industries or trades in which the Companycompetes, is not considered Confidential Information.

 

4.4   Preservationof Confidential Information. During the Executive's relationship with the Company, the Executive may have access to all or aportion of the Confidential Information and, as such, will occupy a position of trust and confidence with respect to theCompany's affairs and business. The Executive will take the following steps to preserve the confidential andproprietary nature of the Confidential Information:

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(a) Non-Disclosure. The Executive will not at any time disclose or otherwise permit any person or entity access to any of theConfidential Information other than as required in the performance of the Executive's duties to the Company.

 

(b)  Prevent Disclosure. The Executive will take all reasonable precautions to prevent disclosure of the Confidential Informationand will follow all the Company's reasonable instructions to the Executive in respect of the same.

 

(c) Non-Use. The Executive will not use at any time, or otherwise permit any person or entity to use, any of the ConfidentialInformation other than as required in the performance of the Executive's duties.

 

(d) Return all Materials. Within five business days after the termination of the Executive's relationship with the Company,for any reason whatsoever, the Executive will deliver to the Company all keys and access cards as well as all tangible materialsembodying the Confidential Information, including, without limitation, any documentation, records, listings, notes, data, sketches,drawings, memoranda, models, accounts, reference materials, samples, machine-readable media and equipment which in any way relateto the Confidential Information.

 

4.5   Continuationof Confidentiality Obligations. The Executive acknowledges and agrees that the obligations set out in this Part are to remainin effect for a period of five (5) years following termination of the Executive's relationship with the Company. TheExecutive further acknowledges that the obligations set out in this Part are not in substitution for any obligationswhich the Executive may now or hereafter owe to the Company and which exist apart from this Part 4 and do not replace anyrights of the Company with respect to any such obligations.

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4.6    Communication of Confidential Information. The Executive agrees to communicate to the Company all Confidential Informationobtained in the course of performing the services.

 

4.7  Confidentiality and Non-Competition. The Executive hereby agrees that he will not at any time during the Term and for aperiod of one year thereafter:

 

(a)   knowinglyinterfere with or endeavour to entice away from the Company any of the financiers who were active financiers or participatedin private placements of the Company or its securities during the three year period immediately prior to the termination ofthe Contactor's relationship with the Company;

 

(b)   interferewith or knowingly entice away any employee of the Company who was an employee of the Company within 120 calendar days of thetermination of the Executive's relationship with the Company.

 

4.8     Notice.If the Executive is required by law, rule, regulation, subpoena or regulatory agency or stock exchange rule("Legal Process") to disclose any Confidential Information, the Executive will provide the Company with promptnotice of such requirement, if legally practicable, and will use reasonable efforts to obtain confidential treatment for anyConfidential Information that is required to be disclosed prior to making any such disclosure. If, provided that theExecutive has used reasonable efforts to obtain assurances that confidential treatment will be afforded such information, theExecutive is nonetheless required by Legal Process to disclose any Confidential Information, the Executive may only disclosesuch Confidential Information that it is required by law to be disclosed.

 

4.9 Limitation. The provision of this paragraph 4 shall not prevent the Executive, following the termination of this Agreement,from providing his services to other insurance industry companies, provided such services are not directly in competition withthe Company or directly in conflict with the Company’s interests.

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 5. INTELLECTUAL PROPERTY OF THE COMPANY

 

5.1     Company's Rights. The Executive agrees that all right, title, and interest in or to any and all of the work product of theExecutive shall be the property of the Company.

 

5.2      Disclosure.The Executive agrees to promptly disclose to the Company all of the products of the services hereunder and to provide allassistance reasonably requested by the Company in the preservation of its interests in the same, such as byexecuting documents or testifying. Regardless of whether this Agreement has been terminated, the Executive agrees to execute,acknowledge, and deliver any instruments, and to provide whatever other assistance is required to confirm the ownership bythe Company of such rights. Reasonable expenses incurred for such assistance shall be paid by the Company. No additionalcompensation shall be paid to the Executive in respect of any of the matters referred to in this Section 5.2.

 

5.3 No Rights. Nothing in this Agreement shall be construed to grant to the Executive any express or implied option, licenseor other rights, title or interest in or to the Confidential Information or, or obligate either party to enter into any agreementgranting any such right.

 

 6. TERMINATION

 

6.1 Termination. The Company may terminate this Agreement in the following circumstances:

 

(a) at any time by the Company forthwith, without notice and without pay in lieu of notice, for Cause;

 

 (b) automatically upon the death of the Executive;

 

(c) automatically in the event the Executive is subject to any bankruptcy, insolvency or other similar proceeding;

 

(d)  atany time by notice in writing from the Company to the Executive if the Executive shall become permanently disabled; for thepurposes hereof, the Executive shall be deemed to be permanently disabled immediately following any period of 180consecutive calendar days during which the Executive is prevented from performing his duties for more than 90 calendar daysin the aggregate by reason of illness or mental or physical disability despite reasonable accommodation efforts of theCompany;

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(e)   inany other case, by (i) the payment by the Company to the Executive in a lump sum equal to twelve months' Annual Base Salary,and (ii) the immediate vesting of any Stock Option previously granted to the Executive by the Company or any subsidiary ofthe Company, and the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstandingany term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall notterminate due to the termination of the Executive's employment with the Company. In addition, any provisions of the StockOption restricting the number of option shares which may be purchased before a particular date shall be waived. The terms ofany Stock Option agreement shall be deemed amended to reflect the provisions of this paragraph (e) The provisions of thisparagraph (e) shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of theCompany may be then listed and the receipt of all necessary approvals from such securities regulators and exchange, whichapprovals the Company shall use its reasonable commercial efforts to obtain in the event of the operation of this paragraph(e). In the event that any payment is made to the Executive pursuant to the provisions of paragraph (e)  theExecutive shall not be required in any manner whatsoever to mitigate any damages and shall be made regardless of whether theExecutive seeks or finds alternate employment of any nature whatsoever; and

 

(f)by the Executive providing no less than ninety (90) calendar days' notice in writing to the Company. In the event theExecutive provides such notice to the Company, the Executive's employment shall terminate on the date the period of suchnotice expires. In such circumstance, the Company may request that the Executive cease duties prior to the expiry of the noticeperiod.

 

6.2  Effectof Termination. Upon the termination of this Agreement pursuant to Sections 6.1 (a), (b) (c) or (f), the parties agree thatthe Company's liability to the Executive shall be limited to all accrued and unpaid portions of the Annual Base Salary due upto the date of termination as well as any Expenses properly incurred prior to the date of termination, less anyadvances against Expenses not accounted for.

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 7. CHANGE OF CONTROL

 

7.1  Notwithstandinganything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, aTriggering Event subsequently occurs within two (2) years of the Change in Control, the Executive shall be entitled to electto terminate this agreement with the Company and to receive a payment from the Company in an amount equal to two times theAnnual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the "Change ofControl Payment"). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involvesa sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whetherdirectly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt,equity or purchase-leaseback financing)

 

7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise suchright by notice given to the Company within 120 calendar days of the Triggering Event.

 

7.3 Notwithstanding the provisions contained in Section 6.l(e) hereof, the Executive shall be entitled to the Change of ControlPayment if a Triggering Event does not occur but the Executive is dismissed from the Company without Cause within two (2)years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuantto this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismissthe Executive for any reason unless such dismissal is specifically approved by the Board.

 

7.4   TheChange of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of theExecutive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangementsprovided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissalwithout Cause, other than as provided for in this Agreement.

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7.5  In the event that the Executive is entitled to a Change of Control Payment, the Executive shall be entitled to continueto participate in any benefit package for a period of 12 months after the date of the giving of notice by the Executive pursuantto Section 7.2, or the dismissal of the Executive's contract pursuant to Section 7.3, as the case may be.

 

7.6   Inthe event that the Executive is entitled to a Change of Control Payment, any Stock Option previously granted to the Executiveby the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled toexercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary,shall remain exercisable for the original term granted and shall not terminate due to the termination of the Executive'semployment with the Company. In addition, any provisions of the Stock Option restricting the number of option shares whichmay be purchased before a particular date shall be waived. The terms of any Stock Option agreement shall be deemed amended toreflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities lawsand the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessaryapprovals from such securities regulators and exchange, which approvals the Company shall use its reasonable commercialefforts to obtain in the event of the operation of this Section 7.6.

 

7.7   Any payment to be made by the Company pursuant to the terms of Part 7 shall be paid (i) by the Company in cash in a lump sumwithin five business days of the giving of notice by the Executive pursuant to Section 7.2, (ii) within five business days ofthe termination or dismissal from the Executive's employment as referred to in Section 7.3, or (iii) in such manner as may beagreed to by the Company and the Executive. Any such payment shall be calculated, in the case of Section

 

7.8 at the dateof giving notice pursuant to Section 7.2 and, in the case of Section 7.3, at the date of dismissal or termination, as thecase may be.

 

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7.9 In the event that any payment ismade to the Executive pursuant to the provisions of Section 7.1 or Section 7.3, as the case may be, the Executive shall notbe required in any manner whatsoever to mitigate any damages. Furthermore, the payment referred to in Section 7.1 or Section7.3, as the case may be, shall be made regardless of whether the Executive seeks or finds alternate employment of any naturewhatsoever.

 

 8. NOTICE

 

8.1  Unless otherwisepermitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall bedeemed to have been fully given if personally delivered to the party to whom the notice or other communication is directed orif mailed by prepaid registered mail on the fifth business day after the date on which it is so mailed (provided that if thereis an interruption in the regular postal service during such period arising out if a strike, lockout, work slow-down or similarlabour dispute in the postal system, all days whichsuchinterruption duringoccurs shall not be counted:

 

Notice to the Company:

Omega Insurance Holdings Inc.

C/O Till Capital Ltd.

11521 North Warren Street

Hayden, Idaho USA 83835

Attention: Chief Executive Officer      

 

 

Notice to the Executive:Philip Cook

 

Address:

39 Milroy Crescent Toronto,ON, MlC 486

 

or to such other addressas each party may from time to time notify the other of in writing. Notices may not be given by facsimile or email.

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 9. MISCELLANEOUS

 

9.1  This Agreement contains the entire understanding and agreement between the parties and supersedes **all**prior communications, representations and agreements whether verbal or written between the parties with respect to thesubject matter hereof. This Agreement may be amended or modified only by written instrument signed by all parties hereto.

 

9.2  The rights and obligations of the parties set out under Parts 4, 5 and 9 of this Agreement survive the termination ofthis Agreement insofar as is necessary to give full effect to the terms hereof.

 

9.3  The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of Ontario, Canada.The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario with respect to any legal proceedings

arising here from.

 

9.4  The Company has obtained legal advice concerning this Agreement and has requested that the Executive obtain independentlegal advice with respect to this Agreement. The Executive hereby represents and warrants to the Company that it has been advisedto obtain independent legal advice, and that prior to the execution of this Agreement he has obtained independent legal adviceor has, in his discretion, knowingly and willingly elected not to do so.

 

9.5 The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisionthereof, and this Agreement shall be construed as though such invalid or unenforceable provision were omitted.

 

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF the parties haveexecuted this Agreement with effect from the date first written above.

 

SIGNED, SEALED AND DELIVERED

In the presence of

 

 

 

Omega Insurance Holding Inc., 

A wholly owned subsidiary of

Till Capital Ltd.

 

 

Signed:”*/s/Phillip H. Cook”*

* *

Name: Phillip Cook 

 

Title: Chief Executive Officer

 

 

Till Capital Ltd. (solely with respect to Section 6.3)

 

 

Signed: *“/s/Timothy P. Leybold”*

 

Name: Timothy P. Leybold

 

Title: Chief Financial Officer 

 

 

 

 

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EXHIBIT A - Incentive Pay

 

The purpose of the Incentive Pay is to provideincentive based compensation targeted to equal 75% of annual Base Salary, based on one new Loss Portfolio Transfer (LPT) signedby the Executive per year, and historical LPT profitability to the Company.

 

Theincentive pay shall be calculated on a percentage of profit on any new LPT business secured by the Executive. The Executiveshall receive 5% of the transaction profit margin from the LPT, vested equally over three years. In the event the profitmargin in year two or three of the payout year is higher or lower, the Incentive Pay for the corresponding year is reduced orincreased accordingly.

 

Byway of example, assuming a $10,000,000 LPT which has a 30% profit margin, which would result in $3,000,000 profit to theCompany, Executive would earn 5% of the $3,000,000 or $150,000 in that year, and receive payment of $50,000 over three years(or three annual payments totaling $150,000).

 

In the event the Profit Margin(expressed as the inverse of the LPT loss reserve) for the 2nd or 3rd year for the LPT is actuarially adjusted, thesubsequent payment for that year is accordingly reduced or increased to reflect the new loss reserve. For example, assumingthe loss reserve at year 2 is 80%, the profit to the Company would be measured at $2,000,000, and the 2nd and 3rd yearpayments would reflect one-third each year of $100,000 or $33,334. Conversely, if the loss reserve for the 2nd or 3rd year isdecreased to 60%, then the 2nd and 3rd year payments would reflect one-third each year of $200,000, or

$66,667.

 

At no point shall the IncentivePay earned be greater than 25% of the Company' s total net income for the year.

 

The Executive will only be entitled to earnpayments under this Incentive Pay plan for LPT' s fully secured while the Executive is still employed by the Company. The Executiveshall not forfeit any payments under this Incentive Pay plan except in

the case of Terminationunder 6.1 (a) or 6.1 (e) of this Agreement.

 

Allpayments under this Incentive Pay plan **will**be paid as soon as practical after the Company’sannual audit.

 

 

 

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