CWB-Management Proxy Circular-2023-EN

Restricted Share Unit (RSU) Plan


• Each grant vests rateably on each of the first, second and third anniversaries of the grant date. • If a holder ceases to be an employee before a RSU's vesting date by reason of death or retirement, then such granted RSUs vest in accordance with the terms of the RSU Plan as if the Participant was an employee on the RSU vesting date. • Subject to the HR Committee’s discretion, if a Participant's emplo yment ceases for any reason other than death or retirement, all of the Participant's unvested RSUs are cancelled and no compensation is paid for those RSUs. • Upon a change of control, RSUs vest immediately if both of the following conditions are met: (i) the Participant’s office or position is eliminated or substantially changed, and (ii) the Participant leaves the employment of CWB Financial Group within 18 months of the change of control. • The value of each RSU on the vesting date is based on the average of the weighted average trading price of the common shares on the TSX on the vesting date of the RSU and the four trading days preceding the vesting date. The value of each RSU is paid to Participants, in cash, no later than 60 days after vesting.



Group RRSP NEOs and all employees are eligible

• Under the Group RRSP, we contribute an amount equal to 3% of base salary and match the employee's contribution up to an additional 4.5%. • If the maximum CWB contribution for an executive exceeds the RRSP contribution limit permitted by the Income Tax Act for the year, the executive may elect to allocate the excess to the Supplemental Retirement Plan. • If the executive does not make such an election, then the individual's contribution to the Group RRSP is reduced accordingly. • Our contributions under both plans vest immediately. • In the case of Mr. Fowler and Mr. Murphy, their employment agreements provide that the total CWB contribution to both plans will be 15% and 10%, respectively, of base salary. • The Supplemental Retirement Plan (discussed under the heading “Retirement Arrangements” on page 65) is available to CWB senior management at the SVP level and above. • Under the ESPP, we contribute an amount equal to 50% of the employee’s contribution up to a maximum of 5% of salary.

Supplemental Retirement Plan NEOs, Executive Committee and SVPs are eligible ESPP NEOs and all employees are eligible Group Benefits NEOs and all employees are eligible

• The NEOs participate in various employee benefit plans, including health, dental, and life and disability insurance, on the same basis as other employees.

Perquisites NEOs and Executive Committee are eligible

• Perquisites include paid parking, club memberships, a home security system, retirement planning services, and a medical exam once every two years.

51 | Canadian Western Bank- Management Proxy Circular

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