CWB-Management Proxy Circular-2023-EN

Termination for Cause ($)

Termination other than for Cause ($)

Change of Control ($)

Retirement ($)

Resignation ($)

Death ($)

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

3,294,300

Accelerated RSU Vesting (2)

98,849

Accelerated PSU Vesting (2)

1,344,528

Accelerated Stock Option Vesting (3)

Continuation of Employee Benefits

Total

3,294,300

4,737,677

R. Matthew Rudd, CFO Cash Severance

560,600

Accelerated RSU Vesting (2)

26,241

Accelerated PSU Vesting (2)

344,558

Accelerated Stock Option Vesting (3)

Continuation of Employee Benefits

Total

560,600

370,799

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

Accelerated RSU Vesting (2)

38,264

Accelerated PSU Vesting (2)

520,305

Accelerated Stock Option Vesting (3)

Continuation of Employee Benefits

Total

558,569

Carolyn J. Graham, SEVP Cash Severance

Accelerated RSU Vesting (2)

31,678

Accelerated PSU Vesting (2)

430,836

Accelerated Stock Option Vesting (3)

Continuation of Employee Benefits

Total

462,514

M. Carolina Parra, CRO Cash Severance

- - - - - -

180,000

Accelerated RSU Vesting (2)

199,915

Accelerated PSU Vesting (2)

179,926

Accelerated Stock Option Vesting (3)

Continuation of Employee Benefits

Total - (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. - 180,000 379,841 - (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 employmen t 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, 2022. (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 in 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, 2022 and the applicable grant exercise price.

Canadian Western Bank- Management Proxy Circular | 66