Exhibit
4.14


 





 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated
as of the August 20, 2019 (the “Effective Date”)


 


BETWEEN:


 


PROFOUND MEDICAL CORP.


 


(the “Company”)


 


AND:


 


GOLDY SINGH (the “Employee”)


 


WHEREAS the
Company and the Employee entered into a letter agreement as to employment on November 2, 2011 (the “Original
Agreement”); and


 


WHEREAS the
Company and the Employee wish to amend and restate the Original Agreement on the terms and conditions set forth herein.


 


NOW
THEREFORE in consideration of the covenants and agreements herein, the sufficiency of which is acknowledged by each
of the parties, the parties agree as follows:


 


		1.	EMPLOYMENT



 


		1.1	Effectiveness
                                         of the Agreement: The terms and conditions of employment of the Employee by
                                         the Company prior to the Effective Date shall be governed by the Original Agreement and
                                         the attachments and exhibits thereto, and as of the Effective Date will be governed by
                                         the Agreement. The Employee’s employment with the Company commenced on December
                                         1, 2011 and will continue until this Agreement is terminated in accordance with section
                                         4 herein.



 


		1.2	Title:
                                         The Company agrees to continue to employ the Employee as VP
                                         Regulatory Affairs and Product Management upon the terms and conditions set
                                         out in this Agreement. The Employee will report to the Chief Executive Officer of the
                                         Company (the “CEO”)
                                         or such person the Company advises from time to time. The Employee acknowledges
                                         that she shall undertake such duties and responsibilities for the Company and its affiliates
                                         in connection with and commensurate with the Employee’s position as are determined
                                         by the CEO or to anyone else the CEO designates from time to time. The Employee further
                                         acknowledges the Company may re-assign, re-allocate, or re-organize the Employee’s
                                         duties and responsibilities as circumstances change, provided such duties and responsibilities
                                         are consistent with the role of a VP Clinical Affairs.



 


		1.3	Service:
                                         During the term of this Agreement, in addition to the Employee’s common
                                         law duties to the Company, the Employee covenants and agrees as follows:



 




     

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		(a)	Loyalty
                                         to the Company: Throughout the Employee’s employment, the Employee will faithfully
                                         serve the Company and use the Employee’s best efforts to promote the business of
                                         the Company. The Employee will act honestly and in good faith, in the best interests
                                         of the Company.



 


		(b)	Service:
                                         The Employee shall devote her full working time and attention to the affairs of
                                         the Company. The Employee shall not engage in any other business, profession or occupation,
                                         or become an officer, employee, contractor for service, agent, or representative of any
                                         other company, partnership, firm, person, organization, or enterprise during the term
                                         of this Agreement, provided that the Employee may participate on boards of directors
                                         of other organizations (to a maximum of one (1) at any one time) and in business associations,
                                         charitable organizations or other similar organizations, as may be approved by the CEO
                                         in its discretion, acting reasonably, and provided that such participation does not interfere
                                         with the proper discharge of her duties to the Company. The Employee currently has disclosed
                                         that she is not currently a director of a board.



 


		(c)	No
                                         Personal Benefit: The Employee will not receive or accept for the Employee’s
                                         own benefit or for any other person or entity’s benefit, either directly or indirectly,
                                         any commission, rebate, discount, gratuity or profit from any person or entity having
                                         or proposing to have one or more business transactions with the Company, without the
                                         prior approval of the Company.



 


		(d)	Business
                                         Opportunities: During the Employee’s employment with the Company, the Employee
                                         will communicate and channel to the Company all knowledge, business and customer contacts
                                         and any other information that could concern or be in any way beneficial to the business
                                         of the Company. Any such information communicated to the Company as aforesaid will be
                                         and remain the property of the Company notwithstanding any subsequent termination of
                                         the Employee’s employment.



 


		(e)	Place
                                         of Work: The Employee will work from the Company’s premises located in 2400
                                         Skymark Avenue, Unit #6, Mississauga, Ontario L4W 5K5 and it is anticipated that the
                                         Employee will be required to travel extensively (both domestically and internationally)
                                         in the course of performing the Employee’s duties. In addition, it is anticipated
                                         that the Company will increase its focus on sales in the U.S.



 


		(f)	Pre-existing
                                         Obligations. The Employee is hereby requested and directed by the Company
                                         to comply with any existing common law, contractual or statutory obligations to the Employee’s
                                         former employer and to any other person or entity. The Company is not employing the Employee
                                         to obtain the confidential information or business opportunities of
                                         the Employee’s former employer or
                                         any other person or entity.



 


		(g)	Qualifications,
                                         Licences and Permits: The Employee must hold and maintain the appropriate
                                         class of licence, certificate, degree, accreditation, qualification, visa and/or permit
                                         (“Authorizations”)
                                         for the proper performance of the Employee’s duties, and to work in
                                         the jurisdictions in which the Employee is performing the Employee’s duties. The
                                         Company may require the Employee to provide copies of Authorizations which are necessary
                                         for the Employee to perform the Employee’s duties. Should the Employee fail to
                                         make reasonable efforts to maintain such Authorizations or if the Employee misrepresents
                                         such Authorizations, the Employee’s employment will be deemed frustrated and will
                                         terminate without compensation or notice of any kind. All expenses related to the acquisition
                                         and maintenance of Authorizations will be borne by the Company.



 




     

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		1.4	Exclusion/Debarment:
The Employee represents and warrants that the Employee has never been, and as a condition of continued employment shall
never be, during the term of this Agreement, excluded from any contracting by any Canadian or United States government agency
or authority. The Employee further represents and warrants that the Employee is not subject to any final adverse action, as that
term is defined in 42 U.S.C. § 1320a-7e(g), and that no final adverse action has previously occurred or is pending or threatened
against the Employee. The Employee represents and warrants that the Employee is not under investigation by the FDA or any other
Canadian, United States or foreign regulatory agency nor has the Employee been debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Canadian, United States or foreign government department or agency.



 


		1.5	Company
                                         Policy: The Employee acknowledges and agrees that the employment relationship
                                         will be governed by the standards and terms established by
                                         the Company’s policies as they are established from time to time and the
                                         Employee agrees to comply with the terms of such policies which may be introduced, amended,
                                         deleted or modified in the sole discretion of the Company.



 


		1.6	Professional
                                         Conduct: The Employee acknowledges and agrees that effective performance of
                                         the Employee’s duties requires the highest level of integrity and the Company’s
                                         complete confidence in the Employee’s relationship with other employees of the
                                         Company and with all other persons with whom the Employee deals in the course of employment.



 


		2.	COMPENSATION



 


		2.1	Base
                                         Salary: The Employee will earn an annual salary equivalent to CDN$
                                         212,221.20 (the “Base
                                         Salary”), less applicable deductions, payable in arrears for all services
                                         and work the Employee performs for the Company. Any increases will be in the discretion
                                         of the CEO. The Base Salary will be payable in accordance with the Company’s normal
                                         payroll practices and will be payable in Canadian dollars on the applicable payroll date.
                                         The Employee’s hours and schedule may change from time to time depending on the
                                         Company’s business needs.



 


		2.2	Annual
                                         Discretionary Bonus: Provided the Employee remains an employee of the Company
                                         in good standing and the Employee has not received or given notice of termination, for
                                         each calendar year, the Employee will be eligible to receive an annual
                                         bonus of up to 20% of the Employee’s Base Salary based on the assessment
                                         of the Board of the Employee’s and the Company’s achievement of certain milestones
                                         and objectives determined by the Board. Such milestones and objectives (including the
                                         evaluation of achievement thereof), and the bonus amount, will be at the sole discretion
                                         of the Board and will be payable in accordance with the Company’s standard payroll
                                         policies, subject to applicable payroll deductions and withholdings. Such bonus shall
                                         be paid within ninety (90) days after the end of the applicable calendar year.



 


		2.3	Stock
                                         Options: The options to purchase common shares of the Company previously received
                                         by the Employee (“Stock
                                         Options”) shall continue to vest during the term of this Agreement in
                                         accordance with their terms. The Company shall consider compensation as a whole, including
                                         stock incentives, of Vice President Regulatory Affairs and Product Management or similar
                                         roles of comparable companies when considering compensation or the grant of stock options
                                         for the Employee.



 


		2.4	Benefits:
                                         The Employee will be entitled to participate in the standard insurance plans
                                         and other benefit programs (the “Employee
                                         Benefits”) which the Company may offer to management level employees
                                         from time-to-time. The Company reserves the right to unilaterally revise the terms of
                                         the Employee Benefits, to change carriers, or to eliminate any Employee Benefits altogether.
                                         The Employee Benefits will be provided in accordance with the formal plan documents or
                                         policies and any issues with respect to entitlement or payment of benefits under any
                                         of the Employee Benefits will be governed by the terms of such documents or policies
                                         establishing the benefits in issue and will be a matter between the Employee and the
                                         insurer. The Company’s liability with respect to the Employee Benefits will be
                                         limited to the payment of its share of applicable premiums.



 




     

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		2.5	Expenses:
                                         The Company will reimburse the Employee for all reasonable business expenses actually
                                         and exclusively incurred in connection with the performance of duties under this Agreement,
                                         provided such expenses are incurred and accounted for in accordance with the general
                                         policies and procedures of the Company, as established from time to time.



 


		2.6	Statutory
                                         Holidays: The Company recognizes the statutory holidays observed in Ontario.



 


		2.7	Vacation:
                                         The Employee shall be entitled to 4 weeks of paid vacation per annum, to be
                                         taken at such reasonable times as the Company shall in its discretion permit and in accordance
                                         with the Company’s vacation policy in effect from time to time. Vacation entitlement
                                         for any partial year of employment shall be pro-rated based on the portion of the year
                                         worked by the Employee.



 


		3.	TERMINATION
                                         OF AGREEMENT AND EMPLOYMENT



 


		3.1	Obligations
                                         Upon Termination: Upon termination of the Employee’s employment, for
                                         any reason:



 


		(a)	the Company shall pay the Employee
                                         all unpaid Base Salary and vacation pay earned up to and including the Employee’s
                                         last day of employment (the “Termination
                                         Date”);



 


		(b)	all benefits coverage and other
                                         perquisites of the Employee’s employment shall cease on the later of the Termination
                                         Date or as specified in 3.3(a);



 


		(c)	all files, computer disks, information
                                         and documents pertaining to the Company’s business shall remain the property of
                                         the Company, and shall promptly be delivered by the Employee to the Company’s office,
                                         and no copy, duplication or reproduction of any kind whatsoever shall be made of such
                                         files, computer disks, information or documents, or retained by the Employee, without
                                         the express written consent of the Company. The Employee agrees to deliver all electronic
                                         information to the Company and to destroy any copies held by the Employee belonging to
                                         the Company.



 


		3.2	Termination
                                         by the Employee: The Employee may terminate this Agreement at any time by
                                         providing the Company with ninety (90) days’ prior written notice. Upon receipt
                                         of such notice, the Company may at any time terminate the employment of the Employee
                                         and pay the Employee the amount of Base Salary the Employee would have otherwise received
                                         during the balance of the aforementioned notice period.



 


		3.3	Termination
                                         by the Company: The Company may terminate the Employee’s employment
                                         at any time:



 




     

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		(a)	without Cause by providing the
                                         Employee with the greater of: (i) pay in lieu of notice, benefit continuation (and severance
                                         pay, if applicable) that is required by the Ontario Employment
                                         Standards Act, 2000 as amended or (ii) (A) a minimum of six (6) months of
                                         pay of Base Salary in lieu of notice (the “Severance
                                         Period”) and (B) an amount equal to the then current target annual bonus
                                         prorated based on the number of days elapsed in the calendar year until the date of termination
                                         as a percentage of the total number of days in such calendar year. The Employee will
                                         continue to provide services to the Company on an as-needed basis for a period of up
                                         to I month following the termination of her employment (the “Transition
                                         Period”), including assistance with transition of duties, unless the
                                         requirement for active service is expressly waived in whole or in part by the Company,
                                         in its sole discretion. The Employee agrees that the Company may, in its sole discretion,
                                         limit or discontinue the Executive’s access to business records and Confidential
                                         Information during the Transition Period. The Employee agrees that any services provided
                                         to the Company during the Transition Period shall be for no additional compensation in
                                         excess of the severance payments and benefits contemplated under this Agreement. Regardless
                                         of whether or not the Employee provides active service during the Transition Period,
                                         the Employee shall continue to abide by all obligations owing under this Agreement;



 


		(b)	for frustration of contract upon
                                         the death of the Employee or any incapacitation of the Employee that constitutes an undue
                                         hardship for the Company;



 


		(c)	at any time for just Cause, without
                                         notice or pay in lieu of notice or any other form of compensation, severance pay or damages.
                                         For the purposes of this Agreement, “Cause”
                                         includes:



 


		i.	any material breach of the provisions
                                         of this Agreement by the Employee;



 


		ii.	any intentional or grossly negligent
                                         disclosure of any confidential information by the Employee;



 


		iii.	conduct on the Employee’s
                                         part that is materially detrimental to the business or the financial position of the
                                         Company;



 


		iv.	personal conduct on the Employee’s
                                         part which is of such a serious and substantial nature that it will injure the reputation
                                         of the Company if the Employee was retained as an employee; or



 


		v.	any and all commissions, omissions
                                         or other conduct which would constitute just cause at law, in addition to the specified
                                         causes noted above.



 


		3.4	Timing
                                         of Payments: All amounts payable hereunder in respect of Base Salary or with
                                         respect to payments made under the Ontario Employment
                                         Standards Act, 2000, as amended, shall be paid in installments in accordance
                                         with the Company’s normal payroll practices. Payments in respect of annual or prorated
                                         bonuses shall be paid at the time the annual bonus would otherwise be paid.



 


		3.5	No
                                         Implied Entitlement: Other than as expressly provided herein, the Employee
                                         will not be entitled to receive any further pay or compensation, severance pay, notice,
                                         payment in lieu of notice, incentives, bonuses, benefits or damages of any kind from
                                         the Company or from any affiliate of the Company. Any payment in lieu of the Severance
                                         Period payment provided to the Employee will be inclusive of any entitlements upon termination
                                         or severance pay pursuant to the Ontario Employment
                                         Standards Act, 2000 as amended, contract, tort, common law or otherwise, and
                                         will be subject to statutory withholdings. The Employee will not be entitled to receive
                                         any further pay or compensation (except for pay, if any, accrued and owing under this
                                         Agreement up to the date of termination of employment) from the Company, and for clarity,
                                         without limiting the foregoing, the Employee will not be entitled to any bonus or pro
                                         rata bonus payment that has not already been awarded to the Employee by the Company.



 




     

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		3.6	Continued
                                         Effect: Notwithstanding any changes in the terms and conditions of the Employee’s
                                         employment which may occur in the future, including any changes in position, duties or
                                         compensation, the termination provisions in this Agreement will continue to be in effect
                                         for the duration of the Employee’s employment with the Company unless otherwise
                                         amended in writing and signed by the Company.



 


		3.7	Obligations
                                         Upon Termination. The Employee agrees that she shall not be entitled to receive
                                         any severance fee or other benefits under Section 3 of this Agreement if the Employee
                                         breaches any of her obligations arising under Sections 4, 5, 6, 7, 8, 9 and 10 hereof.
                                         The Employee acknowledges that until a release in the form of Exhibit
                                         B hereto (a “Release”)
                                         is timely executed and delivered to the Company, the Company will not be obligated
                                         to make any severance payments or provide any other benefits due under this Agreement
                                         following termination of the Employee. The Employee further acknowledges that if the
                                         Release is not timely executed and delivered to the Company, the severance payments and
                                         other benefits described in this Section 3 shall be forfeited, except as required by
                                         statutory minimum standards.



 


		4.	CONFIDENTIAL
                                         INFORMATION PROTECTIONS



 


		4.1	At all times during and after the Employee’s
                                         employment, the Employee will hold in confidence and will not disclose, use, lecture
                                         upon, or publish any of Company’s Confidential Information (defined below), except
                                         as may be required in connection with the Employee’s work for Company, or as expressly
                                         authorized by the Board. The Employee will obtain the written approval of the Board before
                                         publishing or submitting for publication any material (written, oral, or otherwise) that
                                         relates to the Employee’s work at Company and/or incorporates any Confidential
                                         Information. The Employee hereby assigns to Company any rights the Employee may have
                                         or acquire in any and all Confidential Information and recognize that all Confidential
                                         Information shall be the sole and exclusive property of Company and its assigns.



 


		4.2	The term “Confidential Information”
                                         shall mean any and all confidential knowledge, data or information related to Company’s
                                         or its affiliates business or its actual or demonstrably anticipated research or development,
                                         including without limitation (a) trade secrets, inventions, ideas, processes, computer
                                         source and object code, data, formulae, programs, other works of authorship, know-how,
                                         improvements, discoveries, developments, designs, and techniques; (b) information regarding
                                         products, services, plans for research and development, marketing and business plans,
                                         budgets, financial statements, contracts, prices, suppliers, employees and customers;
                                         (c) information regarding the skills and compensation of Company’s employees, contractors,
                                         and any other service providers of Company; and (d) the existence of any business discussions,
                                         negotiations, or agreements between Company and any third party.



 


		4.3	The Employee understands that Company
                                         has received and in the future will receive from third parties confidential or proprietary
                                         information (“Third
                                         Party Information”) subject to a duty on Company’s part to maintain
                                         the confidentiality of such information and to use it only for certain limited purposes.
                                         During and after the term of the Employee’s employment, the Employee will hold
                                         Third Party Information in strict confidence and will not disclose to anyone (other than
                                         Company personnel who need to know such information in connection with their work for
                                         Company) or use, Third Party Information, except in connection with the Employee’s
                                         work for Company or unless expressly authorized by an officer of Company in writing.



 




     

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		4.4	The Employee represents that employment
                                         by Company does not and will not breach any agreement with any former employer, including
                                         any non-compete agreement or any agreement to keep in confidence or refrain from using
                                         information acquired by the Employee prior to employment by Company. The Employee further
                                         represents that the Employee has not entered into, and will not enter into, any agreement,
                                         either written or oral, in conflict with the Employee’s obligations under this
                                         Agreement. During employment by Company, the Employee will not improperly make use of,
                                         or disclose, any information or trade secrets of any former employer or other third party,
                                         nor will the Employee bring onto the premises of Company or use any unpublished documents
                                         or any property belonging to any former employer or other third party, in violation of
                                         any lawful agreements with that former employer or third party. The Employee will use
                                         in the performance of the Employee’s duties only information that is generally
                                         known and used by persons with training and experience comparable to the Employee’s
                                         own, is common knowledge in the industry or otherwise legally in the public domain, or
                                         is otherwise provided or developed by Company.



 


		5.	INVENTIONS



 


		5.1	As used in this Agreement, the term
                                         “Invention” means
                                         any ideas, concepts, information, materials, processes, data, programs, know-how, improvements,
                                         discoveries, developments, designs, artwork, formulae, other copyrightable works, and
                                         techniques and all Intellectual Property Rights in any of the items listed above. The
                                         term “Intellectual
                                         Property Rights” means all trade secrets, copyrights, trademarks, mask
                                         work rights, patents and other intellectual property rights recognized by the laws of
                                         any jurisdiction or country. The term “Moral
                                         Rights” means all paternity, integrity, disclosure, withdrawal, special
                                         and any other similar rights recognized by the laws of any jurisdiction or country.



 


		5.2	The Employee has disclosed in Exhibit
                                         C a complete list of all Inventions that (a) the Employee has, or has
                                         caused to be, alone or jointly with others, conceived, developed, or reduced to practice
                                         prior to the commencement of the Employee’s employment by Company; (b) in which
                                         the Employee has an ownership interest or which the Employee has a license to use; (c)
                                         and that the Employee wishes to have excluded from the scope of this Agreement (collectively
                                         referred to as “Prior
                                         Inventions”). If no Prior Inventions are listed in Exhibit
                                         C, the Employee warrants that there are no Prior Inventions. The Employee
                                         agrees that the Employee will not incorporate, or permit to be incorporated, Prior Inventions
                                         in any Company Inventions (defined below) without Company’s prior written consent.
                                         If, in the course of the Employee’s employment with Company, the Employee incorporates
                                         a Prior Invention into a Company process, machine or other work, the Employee hereby
                                         grants Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and
                                         worldwide license, with rights to sublicense through multiple levels of sublicensees,
                                         to reproduce, make derivative works of, distribute, publicly perform, and publicly display
                                         in any form or medium, whether now known or later developed, make, have made, use, sell,
                                         import, offer for sale, and exercise any and all present or future rights in, such Prior
                                         Invention.



 


		5.3	Inventions assigned to the Company
                                         or to a third party as directed by the Company pursuant to the subsection 5.5 are referred
                                         to in this Agreement as “Company
                                         Inventions”. Subject to the subsection 5.5 and the Prior Inventions
                                         Employee has set forth in Exhibit
                                         C, the Employee hereby assigns and agrees to assign in the future (when any
                                         such Inventions or Intellectual Property Rights are first reduced to practice or first
                                         fixed in a tangible medium, as applicable) to the Company all rights, title, and interest
                                         in and to any and all Inventions (and all Intellectual Property Rights with respect thereto)
                                         made, conceived, reduced to practice, or learned by the Employee, either alone or with
                                         others, during the period of the Employee’s employment by the Company. Any assignment
                                         of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes
                                         an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned
                                         to the Company and to the extent the following is allowed by the laws in any country
                                         where Moral Rights exist, the Employee hereby unconditionally and irrevocably waives
                                         the enforcement of such Moral Rights, and all claims and causes of action of any kind
                                         against the Company or related to the Company’s customers, with respect to such
                                         rights. The Employee further acknowledges and agrees that neither the Employee’s
                                         successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and
                                         any Intellectual Property Rights with respect thereto).



 




     

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		5.4	During the period of employment, the
                                         Employee will promptly and fully disclose to the Company in writing (a) all Inventions
                                         authored, conceived, or reduced to practice by the Employee, either alone or with others,
                                         and (b) all patent applications filed by the Employee or in which the Employee is named
                                         as an inventor or co-inventor. The Employee agrees to keep and maintain adequate and
                                         current records (in the form of notes, sketches, drawings and in any other form that
                                         is required by the Company) of all Inventions made by the Employee during the period
                                         of the Employee’s employment by the Company, which records shall be available to,
                                         and remain the sole property of, the Company at all times.



 


		5.5	The Employee agrees that, as directed
                                         by the Company, the Employee will assign to the Company or a third party, including without
                                         limitation, all rights, title, and interest in and to any particular Company Invention.



 


		5.6	During and after the period of employment
                                         and at the Company’s request and expense, the Employee will assist the Company
                                         in every proper way, including consenting to and joining in any action, to obtain and
                                         enforce Canadian, United States and foreign Intellectual Property Rights and Moral Rights
                                         relating to Company Inventions in all countries. If the Company is unable to secure the
                                         Employee’s signature on any document needed in connection with such purposes, the
                                         Employee hereby irrevocably designates and appoints the Company and its duly authorized
                                         officers and agents as the Employee’s agent and attorney in fact, which appointment
                                         is coupled with an interest, to act on the Employee’s behalf to execute and file
                                         any such documents and to do all other lawfully permitted acts to further such purposes
                                         with the same legal force and effect as if executed by the Employee.



 


		5.7	The Employee agrees that the Employee
                                         will not incorporate into any Company software or otherwise deliver to the Company any
                                         software code licensed under the GNU General Public License or Lesser General Public
                                         License or any other license that, by its terms, requires or conditions the use or distribution
                                         of such code on the disclosure, licensing, or distribution of any source code owned or
                                         licensed by the Company.



 


		6.	RETURN
                                         OF COMPANY PROPERTY



 


		6.1	Without limiting the provisions of
                                         Section 3.1(c), upon termination of the Employee’s employment or upon the Company’s
                                         request at any other time, the Employee will deliver to the Company all of the Company’s
                                         property, equipment, and documents, together with all copies thereof, and any other material
                                         containing or disclosing any Inventions, Third Party Information or Confidential Information
                                         and certify in writing that the Employee has fully complied with the foregoing obligation.
                                         The Employee agrees that the Employee will not copy, delete, or alter any information
                                         contained upon any Company computer or Company equipment before the Employee returns
                                         it to the Company. In addition, if the Employee has used any personal computer, server,
                                         or e-mail system to receive, store, review, prepare or transmit any Company information,
                                         including but not limited to, Confidential Information, the Employee agrees to provide
                                         the Company with a computer-useable copy of all such Confidential Information and then
                                         permanently delete and expunge such Confidential Information from those systems; and
                                         the Employee agrees to provide the Company access to the Employee’s system as reasonably
                                         requested to verify that the necessary copying and/or deletion is completed. The Employee
                                         further agrees that any property situated on the Company’s premises and owned by
                                         the Company issubject to inspection by the Company’s personnel at any time
                                         with or without notice. Prior to thetermination of employment or promptly after termination
                                         of employment, the Employee will cooperate with the Company in attending an exit interview
                                         and certify in writing that the Employee has complied with the requirements of this section.



 




     

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		7.	NON-COMPETITION/NON-SOLICITATION



 


		7.1	The Employee covenants and agrees that
                                         for the periodof the Employee’s employment by the Company and for one (1) year
                                         after termination of such employment for any reason (except in the event of a Change
                                         of Control pursuant to the proviso at the end of Section 3.4(b), in which event such
                                         period shall extend to eighteen (18) months after termination of such employment), the
                                         Employee will not, without the Company’s express written consent, anywhere in the
                                         world, be employed by or contribute to any business activity that is competitive with
                                         the business of the Company or involves the use of real-time magnetic resonance imaging
                                         or ultrasound or similar technologies in the delivery of ablative tools.



 


		7.2	The Employee covenants and agrees that
                                         for the period of the Employee’s employment by the Company and for one (1) year
                                         after termination of such employment for any reason (except in the event of a Change
                                         of Control pursuant to the proviso at the end of Section 3.4(b), in which event such
                                         period shall extend to eighteen (18) months after termination of such employment), the
                                         Employee will not, either directly or indirectly, solicit or attempt to solicit any employee,
                                         independent contractor, or consultant of the Company to terminate , her or its relationship
                                         with Company in order to become an employee, consultant, or independent contractor to
                                         or for any other person or entity.



 


		8.	NOTIFICATION
                                         OF NEW EMPLOYER



 


		8.1	After the termination of this Agreement,
                                         the Employee consents to the notification of any new employer of the Employee’s
                                         rights and obligations under this Agreement, by the Company providing a copy of this
                                         Agreement or otherwise as the Company deems fit.



 


		9.	INJUNCTIVE
                                         RELIEF



 


		9.1	The Employee acknowledges that, because
                                         the Employee’s services are personal and unique and because the Employee will have
                                         access to the Confidential Information of the Company, any breach of this Agreement would
                                         cause irreparable injury to the Company for which monetary damages would not be an adequate
                                         remedy and, therefore, will entitle the Company to injunctive relief (including specific
                                         performance). The rights and remedies provided to each party in this Agreement are cumulative
                                         and in addition to any other rights and remedies available to such party at law or in
                                         equity.



 


		10.	PUBLICITY



 


		10.1	The Employee shall not, without the
                                         prior written consent of the Company, make or give any public announcements, press releases
                                         or statements to the public or the press regarding the Employee’s work or the Company’s
                                         business.



 


		11.	NOTICES



 




     

    	 	 	Page 10



    

 


		11.1	All notices, requests, demands and
                                         other communications to be given pursuant to the terms of this Agreement shall be in
                                         writing and shall be deemed to have been duly given (i) on the date of delivery if personally
                                         delivered or sent by a recognized overnight courier or (ii) on the date of transmission
                                         if sent by email (provided notice is then also promptly delivered personally or by a
                                         recognized overnight courier), in each case to the parties at the addresses listed below:



 


		(a)	If to the Employee, at the Employee’s then current address
                                         in the Company’s payroll records;



 


		(b)	If to the Company:



 


Profound
Medical Corp.


2400
Skymark Avenue, Unit 6


Mississauga,
ON L4W 5K5


Attention:             Chair
of the Board of Directors


E-mail:                  [___________________]


 


Each
party may change its address for receipt of notice by giving notice of the change to the other party.


 


		12.	SURVIVAL



 


		12.1	The Employee’s obligations under
                                         this Agreement shall survive the termination of the Employee’s employment, regardless
                                         of the manner or reason for termination, including, without limitation, those set forth
                                         in Sections 4 through 7 hereof.



 


		12.2	The assignment of this Agreement by
                                         the Company to any successor or other assignee and shall be binding upon the Employee’s
                                         heirs and legal representatives.



 


		13.	SEVERABILITY



 


		13.1	If any provision of this Agreement
                                         is, for any reason, held to be invalid or unenforceable, the other provisions of this
                                         Agreement will remain enforceable and the invalid or unenforceable provision will be
                                         deemed modified so that it is valid and enforceable to the maximum extent permitted by
                                         law.



 


		14.	WAIVER



 


		14.1	Any waiver or failure to enforce any
                                         provision of this Agreement on one occasion will not be deemed a waiver of that provision
                                         or any other provision on any other occasion.



 


		15.	ASSIGNMENT



 


		15.1	The Company may assign this Agreement
                                         to (i) an affiliate, subsidiary, related company or partnership without prior notice
                                         or consent of the Employee, or (ii) a new employer in connection with any transaction
                                         or reorganization; provided that any such successor or assignee expressly assumes in
                                         writing the Company’s obligations under this Agreement and has responsibility for
                                         managing the underlying business of the Company. The Employee may not assign any of her
                                         rights nor delegate any of the duties hereunder.



 




     

    	 	 	Page 11



    

 


		16.	ENTIRE
                                         AGREEMENT



 


		16.1	This Agreement is the final, complete
                                         and exclusive agreement of the parties with respect to the subject matter hereof and
                                         supersedes and merges all prior communications between us with respect to such matters.
                                         No modification of or amendment to this Agreement, or any waiver of any rights under
                                         this Agreement, will be effective unless in writing and signed by the Employee and the
                                         Company. Any subsequent change or changes in duties, salary or compensation will not
                                         affect the validity or scope of this Agreement.



 


		17.	HEADINGS



 


		17.1	The headings utilized in this Agreement
                                         are for convenience only and are not to be construed in any way as additions or limitations
                                         of the covenants and agreements contained in this Agreement.



 


COUNTERPARTS


 


		17.2	This Agreement may be executed in
                                         two or more counterparts, each of which will be deemed to be an original and all of which
                                         will constitute one Agreement.



 


		18.	LAWS



 


		18.1	This Agreement shall be governed by
                                         and interpreted in accordance with the laws of Ontario and the laws of Canada applicable
                                         therein. The Employee and the Company hereby attorn to the exclusive jurisdiction of
                                         the superior courts of Ontario to resolve any dispute arising from this Agreement except
                                         to the extent the Company seeks injunctive relief outside Ontario where applicable to
                                         enforce the Employee’s covenants hereunder.



 


[Signature
Page to Follow]


 




     

     


    

 


IN WITNESS
WHEREOF the parties have duly executed this Agreement as of the 26 day of august, 2019.


 


	Signed, Sealed and Delivered
    in the presence	 	)	 
	of: 	 	)	 
	/s/ ARUN
    MENAWAT	 	)	 
	Name (witness)	 	)	 
	2400 SKYMARK
                                         UNIT 6 	 	)	 
	MISS., ON.	 	)	 
	Address 	 	)	 
		 	)	/s/ Goldy
    Singh
	CEO	 	)	Goldy Singh
	Occupation	 	)	


 


	PROFOUND
    MEDICAL CORP.	 
	 	 	 
	Per:	/s/
    Arun Menawat	 
	 	 	 
	 	Arun
    Menawat	 


 




    	 		 



     


    

 


Exhibit
B


 


RELEASE


 


I, Goldy Singh
of the City of ______, in the Province of Ontario, for and in consideration of the sum of * ($*) and other good and valuable consideration
which is being delivered to me concurrently with the execution and delivery hereof (the receipt and sufficiency of which is hereby
acknowledged) do hereby remise, release and forever discharge PROFOUND
MEDICAL CORP. (hereinafter called the “Company”),
its officers, directors, servants, employees and agents, including any related or associated companies, and their heirs,
executors, administrators, successors and assigns, as the case may be, of and from any and all manner of actions, causes of action,
suits, contracts, claims, damages, costs and expenses of any nature or kind whatsoever, whether in law or in equity, which, as
against the Company or such persons as aforesaid or any of them I have ever had, now have, or at any time hereafter I or my personal
representatives can, shall or may have, by reason of or arising out of the termination of my employment with the Company or in
any other way connected with my employment with the Company (except as otherwise set forth below), and more specifically, without
limiting the generality of the foregoing, any and all claims for damages for termination of my employment, constructive termination
of my employment, loss of position, loss of status, loss of future job opportunity, loss of opportunity to enhance my reputation,
the timing of the termination and the manner in which it was effected, loss of bonuses, loss of benefits, including life insurance
and short and long-term disability benefit coverage, and any other type of damages; provided,
however, that notwithstanding anything contained herein, this Release does not apply to any claims related to (i) equity
in the Company or its affiliates that I hold, directly or indirectly, including without limitation, the options granted to me
in connection with my employment with the Company, or (ii) any unpaid reimbursement of expenses and accrued but unpaid salary
or termination payments provided for in the Employment Agreement.


 


I FURTHER
AGREE that this Release includes any and all claims I may have arising under contract, the Ontario Employment
Standards Act, 2000, as amended, common law or other applicable law related to my employment with the Company and that
the consideration provided includes any amount that I may be entitled to under such legislation and I agree to immediately withdraw
any complaint as settled and not to file any complaint pursuant to such legislation with respect to my employment or the termination
of my employment.


 




     

    	 	 	Page 2



    

 


IT IS UNDERSTOOD
that the Company has withheld income tax and other statutory deductions from the aforesaid consideration and I agree to indemnify
and hold harmless the Company from any further assessment for income tax or other statutory deductions which may be made under
statutory authority.


 


IT IS FURTHER
UNDERSTOOD that as a former officer of the Company I owe a fiduciary duty to the Company and I agree that the Company will suffer
irreparable harm if confidential information or information unique to the Company is disclosed in any way by me without authorization
of the Company and that I have returned to the Company originals or copies of the Company’s corporate records, files, financial
documents, client lists, or any other material that is related to the Company’s business, clients, personnel or operations.


 


IT IS FURTHER
UNDERSTOOD AND AGREED that this is not to be construed or considered as an admission of liability on the part of the Company.
The terms of this Release set out the entire agreement between myself and the Company and are intended to be contractual and not
a mere recital.


 




     

    	 	 	Page 3



    

 


IT
IS EXPRESSLY ACKNOWLEDGED that the contents, terms and effect of this Release have been explained to me by my lawyer and are fully
understood.


 


IN
WITNESS WHEREOF I, Goldy Singh, have hereunto set my hand and seal this ___ day of _______________, 20___ in the City of __________________,
Province of Ontario.


 


 


	 	 
	 	 
	Goldy Singh	 


 




    	 		 



     


    

 


EXHIBIT C


 


INVENTIONS


 


1.           Prior
Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 5.2 of the
attached Employment Agreement):


 


		 ̈	None



 


		 ̈	See
                                         immediately below: