HIRE Technologies Inc. — Remuneration Information 2023

Jun 30, 2023

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“ Company ” means HIRE Technologies Inc.;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

CW20428199.3

• 2 -

		Salary,		Committee
		Consulting Fee,		or	Value	Value of
		Retainer or		Meeting	of	all other	Total
		Commission	Bonus	Fees	Perquisites	Compensation	Compensation
Name and Position	Year	($)	($)	($)	($)	($)	($)
Simon Dealy(1) CEO and Director	2022 2021	USD 199,231(10) 253,560(10)	USD 108,706 222,491	Nil Nil	Nil Nil	Nil Nil	USD 307,937 476,051
Dan Teguh(2) Former CFO	2022 2021	162,735 155,385	38,850 22,500	Nil Nil	Nil Nil	Nil Nil	201,585 177,885
Sean Clearly(3) Former Director	2022 2021	22,500 40,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	22,500 40,000
Jonson Sun(4) Director	2022 2021	62,500 84,750	Nil Nil	Nil Nil	Nil Nil	Nil Nil	62,500 84,750
Adam Ho(5) Director	2022 2021	5,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	5,500 Nil
Bradley Scharfe(6) Director	2022 2021	5,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	5,500 Nil
Charlie Cooper(7) Former CFO	2022 2021	USD 39,231 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	USD 39,231 Nil
Hamed Shahbazi(8) Former Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Eric Loree(9) Former Chief Legal Officer and former Corporate Secretary	2022 2021	90,821 153,222	8,000 22.500	Nil Nil	Nil Nil	Nil Nil	98,821 175,722

(1) Mr. Dealy was appointed as the CEO of the Company on April 5, 2020. Mr. Dealy was appointed as a director on June 30, 2021.

(2) Mr. Teguh was appointed as the CFO of the Company on August 19, 2020, and resigned on October 14, 2022.

(3) Mr. Clearly was appointed as a director of the Company on December 17, 2019, and resigned on November 22, 2022.

(4) Mr. Sun was appointed as a director of the Company on December 17, 2019.

(5) Mr. Ho was appointed as a director of the Company on November 23, 2022.

(6) Mr. Scharfe was appointed as a director of the Company on November 23, 2022.

(7) Mr. Cooper as appointed as the CFO of the Company on October 14, 2022, and resigned on February 10, 2023.

(8) Mr. Shahbazi was appointed as a director of the Company on January 25, 2018, and resigned on November 22, 2022.

(9) Mr. Loree was appointed as the Chief Legal Officer of the Company on April 5, 2020, and resigned on May 13, 2022. Mr. Loree was appointed as the Corporate Secretary of the Company on June 30, 2021, and resigned on May 13, 2022.

(10) Mr. Dealy was paid through a wholly owned limited liability corporation, Pinpoint Bellwether LLC, in the amounts set out in the table above in 2021. All compensation paid to Mr. Dealy in 2022 was in connection with his position as an officer of the Company.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to an NEO or director of the Company in the year ended December 31, 2022, for services provided, or to be provided, directly or indirectly, to the Company.

• 3 -

As of December 31, 2022:

• (1) Mr. Dealy held 874,824 incentive stock options. 192,308 options are subject to: (a) TSXV escrow with the unreleased balance to be released in 10%, 15%, 15% and 40% increments on the 18, 24, 30 and 36 month anniversaries of the Bulletin Date, respectively; and (b) a contractual lock-up with releases scheduled on the 28, 33, 37 and 42 month anniversaries of the Closing Date.

• (2) Mr. Teguh, held 375,000 incentive stock options and 287,778 RSUs. Mr. Teguh resigned as the CFO of the Company on October 14, 2022, and the 375,000 stock options and 287,778 RSUs were cancelled upon his resignation.

• (3) Mr. Clearly held 650,000 incentive stock options and 1,250,000 DSUs. The DSUs are subject to TSXV escrow with the unreleased balance to be released in 10%, 15%, 15% and 40% increments on the 18, 24, 30 and 36 month anniversaries of December 19, 2019 (the “Bulletin Date”), respectively. Mr. Clearly resigned as a director of the Company on November 22, 2022, and the 650,000 stock options were cancelled upon his resignation.

• (4) Mr. Sun held 1,392,308 stock options and 450,000 DSUs. 1,392,308 options are subject to TSXV escrow with the unreleased balance to be released in 10%, 15%, 15% and 40% increments on the 18, 24, 30 and 36 month anniversaries of the Bulletin Date, respectively; and 384,615 options are subject to a contractual lock-up with releases scheduled on the 28, 33, 37 and 42 month anniversaries of the Closing Date.

• (5) Mr. Ho held Nil compensation securities.

• (6) Mr. Scharfe held Nil compensation securities.

• (7) Mr. Cooper held Nil compensation securities. Mr. Cooper resigned as the CFO of the Company on February 10, 2023.

• (8) Mr. Shahbazi held 1,092,308 options and 450,000 DSUs. Mr. Shahbazi resigned as a director of the Company on November 22, 2022, and the 1,092,308 stock options and 450,000 DSUs were cancelled upon his resignation.

• (9) Mr. Loree held 169,231 stock options. Mr. Loree resigned as the Chief Legal officer and Corporate Secretary of the Company on May 13, 2022 and the 169,231 stock2022,ions were cancelled upon his resignation.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2022.

Stock Option Plans and Other Incentive Plans

Long Term Incentive Plan

In September 2020, the Board approved a Long-Term Incentive Plan (the “ Original LTIP ”), comprised of four components: incentive stock options (“ Options ”); restricted share units (“ RSUs ”); deferred share units (“ DSUs ”) and performance share units (“ PSUs ”), subject to shareholder approval. On October 16, 2020, the Company’s disinterested shareholders approved the Original LTIP. On February 10, 2021, the Board approved the following amendments: (i) an amendment to reduce the expiry period after retirement, termination without cause, or constructive dismissal, where no change of control is involved, from one year to 6 months and set a maximum of 12 months for the exercise of options after the disability of an eligible person; (ii) amendments as requested by the

• 4 -

Exchange; and (iii) housekeeping changes to the Original LTIP, in the form of an amended and restated LTIP (the “ LTIP ”). On June 30, 2021, the Company’s disinterested shareholder approved the LTIP.

The LTIP is administered by the Compensation Committee. The Board may from time to time, in its discretion and upon recommendation of the Compensation Committee, and in accordance with TSXV requirements or any other stock exchange on which the Common Shares are listed, grant to eligible Persons, non-transferable awards (the " Awards ").

Subject to adjustment, the aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Awards granted under the LTIP, excluding Options, shall not exceed 3,300,000 Common Shares which represents, on a non-diluted basis, approximately 5.2% of the issued and outstanding Common Shares as of the date hereof. The maximum number of Common Shares that may be reserved for issuance upon exercise of Options is ten percent (10%) of the issued and outstanding Common Shares as it may be from time to time. To the extent that an Award lapses or the rights of its Participant terminate, any Common Shares subject to such Award shall again be available for grant. Additionally, any Common Shares subject to an Award that is settled in cash and not Common Shares shall again be available for future Awards under the LTIP. As of the date hereof, a total of 3,548,770 Options, 1,250,000 DSUs and 0 RSUs have been granted under the LTIP, and the predecessor stock option plan and incentive plans.

A copy of the LTIP is available for review on the Company’s profile at www.sedar.com and at the office of the Company at 635-333 Bay Street, Toronto, ON M5H 2R2 or at the registered offices of the Company, at 800 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1 during normal business hours up to and including the date of the Meeting.

Employee Share Purchase Plan

On September 21, 2020, the Board approved the Employee Share Purchase Plan (“ ESPP ”), as amended May 15, 2021, which provides for the opportunity and incentive, through equity-based compensation, for employees to acquire an ownership interest in the Company, and to promote a greater alignment of interests between such employees and the Shareholders of the Company. At the Meeting, the Board is requesting that Shareholders approve the ESPP.

Employment, Consulting and Management Agreements

Except as disclosed below, the Company or any subsidiary thereof has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

Simon Dealy, Chief Executive Officer and Former President, CFO and Director: Effective April 5, 2020, Mr. Dealy entered into an employment agreement with the Company which provides Mr. Dealy with an annual base salary of USD$200,000 subject to a USD$25,000 increase for every $1.5 million in additional adjusted EBITDA, as defined in the agreement, above a base adjusted EBITDA of $1.5 million. Mr. Dealy is also entitled to: (a) gross profit bonuses of 0.75% and 1.5% of gross profits generated by (i) PTC and ProVision, and (ii) newly acquired companies, respectively; and (b) EBITDA bonus of 2.5% and 1.5% of EBITDA generated by (i) PTC and Provision, and (ii) newly acquired companies, respectively. Upon termination of Mr. Dealy without cause. Mr. Dealy is entitled to notice or pay in lieu thereof, or some combination thereof, in the Company’s sole discretion, in an amount equal to the greater of (i) twelve months base salary; and (ii) the minimum amounts required by the Employment Standards Act (Ontario). The Company may, at its discretion and subject to regulatory approval, satisfy 50% of this amount in Common Shares. Upon termination of Mr. Dealy without cause, the estimated incremental payments triggered upon termination would be approximately USD$200,000 of which up to USD$100,000 could, at the discretion of the Company, be satisfied in Common Shares.

• 5 -

Except as set out above, Mr. Dealy’s employment agreement does not contain any material provisions with respect to change of control, severance, termination, or constructive dismissal.

Between January 1, 2020, to April 5, 2020, Mr. Dealy’s Agreement provided for an annual base salary of USD$140,000 subject to adjustment to USD$175,000 and USD$200,000 upon the Company recording $4,000,000 and $8,000,000 in adjusted EBITDA, respectively. Mr. Dealy was also eligible to participate in the bonus pool as described below.

Dan Teguh, Chief Financial Officer: Effective September 16, 2020, Mr. Teguh entered into an employment agreement with the Company with an annual base salary of $150,000. Upon termination without cause, Mr. Teguh is entitled to notice or pay in lieu thereof, or some combination thereof, in the Company’s sole discretion, in an amount equal to (i) one month severance for each year of service to the Company up to a maximum of three months; and (ii) the minimum amounts required by the ESA. Upon termination of Mr. Teguh without cause, the estimated incremental payments triggered upon termination would be approximately $25,000. Except as set out above, the employment agreement with Mr. Teguh does not contain any material provisions with respect to change of control, severance, termination, or constructive dismissal. Mr. Teguh’s annual base salary was increased to $185,000 on November 1, 2021. Mr. Teguh is entitled to a discretionary bonus of up to $64,750 paid 60% in cash and 40% in Securities.

Allan Hartley, Former CEO: On April 5, 2020, the Board accepted Mr. Hartley’s resignation as officer and director of the Company and applicable subsidiaries. Between January 1, 2020, and the date of his resignation, Mr. Hartley’s employment agreement provided for an annual base salary of USD$150,000, subject to adjustment to USD$175,000 and USD$200,000 upon the Company recording $4,000,000 and $8,000,000 in adjusted EBITDA, respectively. In the event of termination without cause by the Company, the Hartley Agreement stipulated that he was entitled to receive notice, or pay in lieu thereof, or some combination thereof, in the Company’s sole discretion, an amount equal to the greater of: (i) twelve months; and (ii) the minimum amounts required by the Employment Standards Act (Ontario) (“ ESA ”).

Former bonus pool relating to Allan Hartley and Simon Dealy: For the period from January 1, 2020 to April 5, 2020, both Mr. Hartley and Mr. Dealy participated in a bonus pool in which each of the Company’s CEO, President and CFO were eligible for a gross profit bonus and EBITDA bonus with any such bonus amounts allocated among the CEO, President and CFO as follows: 45%, 35% and 20%, respectively. The CFO allocation of bonus amounts did not accrue while Mr. Dealy was acting as both President and CFO. The gross profit bonus was equal to the sum of: (i) 1% of the base line gross profit of up to $3,000,000 per annum/$750,000 per quarter and (ii) 2.5% for any gross profit above $3,000,000 per annum/$750,000 per quarter. The gross profit bonus is to be calculated and paid on a quarterly basis, within 30 days at the end of the quarter and 60 days in the case of the fourth quarter. The EBITDA bonus was equal to 5% of the EBITDA based on the year end audited financial statements and was to be paid within 60 days of the year end. No amounts were payable under the bonus pool after April 5, 2020.

Sean Cleary, Director: Pursuant to the terms of a board agreement entered into between Mr. Cleary and BTG, dated July 17, 2019, Mr. Cleary was granted 1,250,000 BTG DSUs (subject to the vesting provisions as set out under “ BTG DSU Plan ” below) and, commencing in July 2020, a quarterly cash base fee (originally $10,000 and now $15,000). The agreement does not contain any provisions with respect to change of control, severance, termination or constructive dismissal.

Oversight and Description of Director and NEO Compensation

Compensation Committee

The Board has not established any formal objectives or criteria for directors and named executive officer compensation on the basis that its current stage of development and financial resources requires flexibility in determining remuneration for its directors and officers. Moreover, the Company has not used a peer group to determine compensation. The Company has, however, established a compensation committee (the “ Compensation Committee ”) comprised of independent directors of the Company who are each independent in accordance with National Policy 58-201 – Corporate Governance Guidelines. The current members of the Compensation Committee

• 6 -

are Mr. Jonson Sun and Mr. Adam Ho. The purpose of the Compensation Committee is to assess and negotiate compensation of executive officers, directors, and key employees, develop, and implement a compensation philosophy and assess and make recommendations thereon to the Board. Generally, determinations as to executive compensation has been based on: (i) the analysis and assessment of the Compensation Committee and the Board, and (ii) negotiation with each executive and key employee. The objectives of the Company with respect to compensation of executive officers has been to provide levels of compensation necessary to attract and retain high quality executives and to align the interests of the executives with those of the Company. Accordingly, the principal components of the Company’s executive officer compensation programs have focused on a combination of base compensation, bonus remuneration and long-term incentives in the form of stock options and which may include restricted share units and performance share units. Each of these elements of the Company’s compensation is discussed in detail below. Other than as disclosed in this Circular, no significant changes have been made to the Company’s compensation policies during or after the financial year ended December 31, 2021. For the most recently completed financial year of the Company, the compensation of each of Messrs. Dealy and Teguh included base compensation, the compensation of Mr. Dealy included cash bonus compensation. Compensation during this period was not tied to specific performance criteria nor was a peer group used to determine compensation.

Base Salary

Base salary or consulting fees are a fixed element of compensation payable to each NEO for the performance of specific duties. During the financial year ended December 31, 2021, the amount of base salary for NEOs was determined primarily through negotiation with the NEO. The initial base salaries were determined by the Company to attract and retain high quality executive officers although the relative size and stage of development of the Company and the nature of industry also affected the quantum of base salary offered. Base salaries have to date, been determined by the Board and/or Compensation Committee on an as needed basis. Base salary or consulting fees are not currently dependent on any measurable performance criteria or benchmarks.

Bonuses

Performance-based and discretionary bonuses are variable elements of compensation payable, or that may be payable, to each executive. During the financial year ended December 31, 2022, bonus amounts were determined at the discretion of the Board and/or the Compensation Committee. Discretionary bonuses are not currently dependent on any measurable performance criteria or benchmarks.

No significant changes to the Company’s compensation policies were made during or after the financial year ended December 31, 2022, that could or will have an effect on director or executive officer compensation.

Pension Plan Benefits

The Company has no pension, defined benefit or defined contribution plans in place.