content_image/242075.jpg
## NOTE 21 Related party transactions 

## The ultimate parent 

High Liner Foods Incorporated is the ultimate parent entity. 

## Key management personnel compensation 

In addition to their salaries, the Company also provides benefits to the Chief Executive Officer (“CEO”), Named Executive Officers (“NEOs”) and Directors in the form of contributions to post-employment benefit plans on their behalf, non-cash plans and various other short- and long-term incentive and benefit plans as described below. 

## Future employee benefits 

Please refer to  note 14  for details of each plan as applicable to the Company’s CEO and NEOs. 

## Termination and change of control benefits 

The Company has entered into Change of Control Agreements (the “Agreements”) between the Company and the CEO and NEOs. The Agreements are automatically extended annually by one additional year unless the Company provides 90 days notice of its unwillingness to extend the agreements. 

The change of control agreements provide that, in the event of a termination by the Company following a change of control, other than for cause, or by the executive for good reason, the CEO and NEOs are entitled to: (a) cash compensation equal to the final annual compensation (including base salary and short-term incentives) multiplied by 3 for the CEO and 2 for all other NEOs; (b) the automatic vesting of any options or other entitlements for the purchase or acquisition of shares in the capital of the Company which are not then exercisable, which shall be exercisable following termination for 3 years for the CEO and 2 years for all other NEOs; and (c) continue to participate in certain benefit programs for 3 years for the CEO and 2 years for all other NEOs. 

## Short-term incentive plans 

The short-term incentive (“Bonus”) plan for the CEO and other NEOs is based on two components: (1) goals relating to financial performance of the Company and/or an operating unit of the Company and (2) individual goals related specifically to the individual’s responsibilities and areas of influence. The Bonus is paid as a percentage of eligible annual earnings, as reported for income taxes not including taxable benefits, miscellaneous earnings or incentive payments. 

## Long-term incentive plans 

The Company has two long-term incentive plans available for the CEO and NEOs which are the Company’s Option Plan and the Company’s PSU Plan. Details regarding the Share Option and PSU Plans are detailed in note 18 . 

Key management personnel compensation is comprised of: 

<img src='content_image/242075.jpg'>

## Key management personnel and director transactions 

Directors of the Company control 3.8% of the common shares of the Company. A number of Directors, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities. 

The Company has transacted with a number of these entities in the reporting period. The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis. From time to time directors of the Company, or their related entities, may purchase goods from the Company. These purchases are on the same terms and conditions as those entered into by other Company employees or customers. 

