EX-4.13



 Exhibit 4.13 
  

							
	



	  		  	 SMART Technologies
 3636
Research Road NW
 Calgary, AB T2L 1Y1
 CANADA

 
 Phone 403.245.0333

Fax 403.228.2500
 info@smarttech.com www.smarttech.com
	    	 SMART Technologies Corporation

Suite 1120, 1655 North Fort Myer Dr.
 Arlington, VA 22209

USA
  
  

 
 info@smarttech.com www.smarttech.com

	  		  	    
	  		  	    
	  		  	    
	  		  	    
	  		  	    

 March 31st, 2016 
 Warren
Barkley 
 [address redacted for confidentiality] 
 Dear
Warren, 
 As per your request, this Supplemental Letter will serve as an amendment to your current executive employment agreement with SMART Technologies
Inc. and identify the details of our agreed upon arrangement. 
 You have requested to move back to Seattle and work out of our office there. I have agreed
to these terms based on the following adjustments to your current employment agreement. You agree that you will continue to be required to travel to the Calgary office on a regular basis. The company is prepared to provide you with assistance for
two trips per month to commute until your relocation has been completed or as approved by the CEO. 
 Entity Change 

Currently, you are employed with the SMART Technologies Inc. entity but since you will now be residing in the US, this letter will amend your executive
employment agreement and you will be employed by SMART Technologies Corporation. All other clauses in the executive employment agreement except for the amendments below will remain the same. 

Annual Salary 
 Your Annual Salary will remain at
the same equivalent rate but will be changed to US funds, such that your Canadian salary of CAD$415,000 will be replaced with a US salary of USD$415,000 without any regard to a currency exchange conversion. The effective date of your transfer to
Smart Technologies Corporation will be April 1st, 2016. All expense claims incurred up to the transfer date will be reimbursed in Canadian funds and US funds after the transfer date. 

Short Term Incentive 
 You will continue to be
eligible to participate in our annual discretionary bonus plan which will be prorated and paid in Canadian funds prior to the transfer date for any Fiscal 2016 payments. Fiscal 2017 will be paid in US funds. 

Change of Control Clauses, Retiring Allowance Clause, Long Term Incentive, Executive Team Retention Plan & Executive Retention Award Payments

 Any payments and amounts specified under these plans will be paid as per the current agreements. Should you be entitled to an Executive Retention
Award payment or a cash bonus payment, such payments shall remain based on the Canadian dollar. At the time of any such payment, the Canadian dollar amount shall be converted and paid to you in US dollars at the then prevailing exchange rate. For
the purpose of the calculation of the Retiring Allowance in Article 4.4(c) of your employment agreement, the words “Annual Salary” in (i) and (iii) shall mean CAD $415,000, and following calculation shall be converted and paid to
you in US dollars at the then prevailing exchange rate. 







 International Relocation 

You will be eligible to receive reimbursement from SMART Technologies Corporation for costs to move your household items with a moving company up to a maximum
of $20,000 US. A receipt from the moving company will be required to support your reimbursement. 
 Repayment 

If you choose to leave SMART’s employ due to voluntary resignation or are terminated with cause before completion of one (1) year service following
the relocation, you agree to repay: 
  

	 	a)	The total amount received as reimbursement for relocation expenses; and 

  

	 	b)	Any Additional Salary you have been paid from the date of your relocation to the date of your departure. “Additional Salary” is defined as the difference between your new US$415,000 salary and what your US
dollar salary would have been if calculated using the market exchange rate between the US and Canadian dollar on the date of your relocation to Seattle, prorated for the amount of time you have received your new US dollar salary. 


Where a repayment is required, the amount owing may be deducted from your salary or from any other amounts due and owing to you, if no other repayment
arrangements have been made. 
 These repayment obligations become null and void if there is a Change of Control as defined in your agreement. 

Schedule “B” - Definitions 
 With respect
to the definitions of a “Change of Control”, all references to SMART Inc. shall continue to be references to SMART Technologies Inc. The definition of Good Reason shall be amended to delete (ii) and replace with: 

 

	 	(ii)	the requirement that the Executive be based anywhere other than SMART Technologies Corporation’s Seattle office on a normal and regular basis; or 


The parties agree that in addition to the executive employment agreement being governed by the laws of Alberta, the Washington State based employment
relationship with you shall be governed by any required state and federal laws. 
 Implementation 

Given the complexities associated with an international executive relocation and the time required to obtain definitive advice on various matters, the parties
agree to obtain coordinated accounting, tax, immigration and other advice, and to take this advice into consideration in good faith in determining whether and how to make technical amendments to the implementation of the arrangements contemplated
herein. 







 If you have any further questions or concerns, please feel free to contact me or Deb Milimaka Miles directly.
Warren, I appreciate your continued contribution and I have every confidence that you will make this transition seamless for us as a company. 
 Yours
truly, 
 SMART Technologies Inc. 
  

	Per:	Neil Gaydon 

 President & Chief Executive Officer 







 Such changes are agreed upon and accepted by SMART Technologies Corporation, and SMART Technologies Corporation
accepts the assignment of the executive employment agreement (amended in accordance with the above terms). 
 SMART Technologies Corporation 

 

			
	Per:	 	/s/ Neil Gaydon

 I accept the changes to my employment on the terms and conditions as outlined in this supplemental letter, and understand
that such changes will constitute an amendment to my executive employment agreement as of April 1st, 2016. 
  

					
	Signed this 4th day of April, 2016                     	 		 	 /s/ Warren Barkley

		 		 	Warren Barkley

  

							
	Witnessed	 	 Deb Milimaka Miles
	 		 	 /s/ Deb Milimaka Miles

		 	Print Name	 		 	Signature

  

	Cc:	VP, People Services