CWB-Management Proxy Circular-2024-EN

Termination for Cause ($)

Termination other than for Cause ($)

Change of Control ($)

Retirement ($)

Resignation ($)

Death ($)

Christopher H. Fowler, President and CEO Cash Severance (1)

2,977,300

Accelerated RSU Vesting (2)

Accelerated PSU Vesting (2)

1,955,489

Accelerated Stock Option Vesting (3)

270,499

Continuation of Employee Benefits

Total

2,977,300

5,203,288

270,499

R. Matthew Rudd, CFO Cash Severance

596,367

Accelerated RSU Vesting (2)

Accelerated PSU Vesting (2)

520,502

Accelerated Stock Option Vesting (3)

69,857

Continuation of Employee Benefits

Total

596,367

590,359

69,857

Stephen H.E. Murphy, Group Head, CPW Cash Severance

Accelerated RSU Vesting (2)

Accelerated PSU Vesting (2)

685,768

Accelerated Stock Option Vesting (3)

89,301

Continuation of Employee Benefits

Total

775,069

89,301

M. Carolina Parra, CRO Cash Severance

442,400

Accelerated RSU Vesting (2)

162,673

Accelerated PSU Vesting (2)

541,856

Accelerated Stock Option Vesting (3)

69,857

Continuation of Employee Benefits

Total

442,400

774,386

69,857

Jeffrey I.L. Wright, Group Head, CS&SB Cash Severance

1,122,917

Accelerated RSU Vesting (2)

56,589

Accelerated PSU Vesting (2)

400,042

Accelerated Stock Option Vesting (3)

65,975

Continuation of Employee Benefits

Total 65,975 (1) Mr. Fowler’s employment agreement provides that, if his employment is terminated, without cause or notice, or if CWB’s normal operations are changed as a result of a sale, merger or liquidation, in such a manner as to eliminate or substantively change his position, and he chooses to leave CWB’s employ within 18 months of such an event, then CWB will pay him a settlement amount equal to two times the average of the two most recent full years’ base salaries and bonuses immediately prior to termination. - 1,122,917 522,606 - - (2) RSUs and PSUs are subject to accelerated vesting in the event there is a change of control only if the officer’s or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group’s employm ent within 18 months of the change of control. This amount is calculated as the number of outstanding units that immediately vest on the triggering event times the closing price on the TSX of a common share of CWB on October 31, 2023 ($27.48). (3) All outstanding stock options vest in the event of the employee’s death or upon a change of control of CWB only if the officer’s or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group ’s employment within 18 months of the change of control. Stock options do not immediately vest upon retirement. The amounts i n the table represent the incremental value of stock options vesting that would accelerate on the occurrence of a triggering event. This amount is calculated as the number of stock options that immediately vest on the triggering event pursuant to the terms of the SIP times the difference between the closing price on the TSX of a common share of CWB on October 31, 2023 ($27.48) and the applicable grant exercise price.

63 | Canadian Western Bank- Management Proxy Circular