Legend Power Systems Inc. — Remuneration Information 2021

Apr 6, 2021

LEGEND POWER SYSTEMS INC. (the “Corporation”)

STATEMENT OF EXECUTIVE COMPENSATION

FOR THE FINANCIAL YEAR ENDING SEPTEMBER 30, 2020

In accordance with the requirements of National Instrument 51‐102 Continuous Disclosure Obligations, the Canadian Securities Administrators have issued guidelines on executive compensation disclosure for venture issuers as set out in Form 51‐102F6V. The objective of the disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision‐making process relating to compensation. The disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation and will help Shareholders understand how decisions about executive compensation are made. The Corporation’s approach to executive compensation is set forth below.

Director and Named Executive Officer Compensation

Executive compensation is required to be disclosed for each (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) the most highly compensated executive officer (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year (the " Named Executive Officers " or “ NEO’s ”).

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid or accrued, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation or any subsidiary thereof, to each Named Executive Officer and director of the Corporation, for each of the two most recently completed financial years ended September 30, 2020 and 2019.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position(1)	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($) (2)	Value of all other compensation ($)(3)	Total compensation ($)
ATKINSON, Michael Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	18,750	Nil	Nil	Nil	Nil	18,750
BLUNDELL, James(4) Former Director	2020	‐	‐	‐	‐	‐	‐
	2019	11,806	Nil	Nil	Nil	Nil	11,806

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position(1)	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($) (2)	Value of all other compensation ($)(3)	Total compensation ($)
BUCHAMER, Randy President, CEO and Director	2020	237,750	Nil	Nil	Nil	Nil	237,750
	2019	243,750	Nil	Nil	Nil	Nil	243,750
GUEBERT, David Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	18,750	Nil	Nil	Nil	Nil	18,750
LANSKY, Jonathan(5) Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	‐	‐	‐	‐	‐	‐
LA PORTA, Cosimo Chairman of the Board of Directors	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	18,750	Nil	Nil	Nil	Nil	18,750
WALKER, Matthew(6) Former Director	2020	‐	‐	‐	‐	‐	‐
	2019	9,444	Nil	Nil	Nil	Nil	9,444
VANRY, Steve CFO, COO and Corporate Secretary	2020	175,750	Nil	Nil	Nil	Nil	175,750
	2019	191,146	Nil	Nil	Nil	Nil	191,146

Notes:

1. If an individual is an NEO and a director, both positions have been listed.

2. Includes perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than (a) $15,000, if the NEO or director’s total compensation for the financial year is $150,000 or less; (b) 10% of the NEO or director’s compensation for the financial year, if the NEO or director’s total compensation for the financial year is greater than $150,000 but less than $500,000; (c) $50,000, if the NEO or director’s total for the financial year is $500,000 or greater.

3. No form of other compensation paid or payable equals or exceeds 25% of the total value of other compensation paid or payable to the director or Named Executive Officer. Any other compensation listed is for a car allowance and/or taxable health insurance benefit.

4. Mr. Blundell ceased to be a director of the Corporation on June 20, 2019.

5. Mr. Lansky was appointed a director of the Corporation on October 8, 2019.

6. Mr. Walker ceased to be a director of the Corporation on June 20, 2019.

External Management Companies

Please refer to “Employment, Consulting and Management Agreements” below for disclosure relating to any external management company employing, or retaining individuals, acting as Named Executive Officers of the Corporation, or that provide the Corporation’s executive management services and allocate compensation paid to any Name Executive Officer or director.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.

Compensation Securities

The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.	The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer, for the most recently completed financial year ended September 30, 2020, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.
Compensation Securities
Name and position	Type of Compensation security(4)	Number of compensation securities(3), number of underlying securities(1), and percentage of class	Date of issue or grant	Issue, conversi on or exercise price ($) (2)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
ATKINSON, Michael Director	Stock Options	235,000	Oct. 15/19	$0.30	$0.17	$0.35	Oct. 15/24
GUEBERT, David Director	Stock Options	100,000	Oct. 15/19	$0.30	$0.17	$0.35	Oct. 15/24
LANSKY, Jonathan Director	Stock Options	300,000	Oct. 15/19	$0.30	$0.17	$0.35	Oct. 15/24
LAPORTA, Cosimo Chairman of the Board of Directors	Stock Options	100,000	Oct. 15/19	$0.30	$0.17	$0.35	Oct. 15/24

Notes:

1. Each compensation security is exercisable into one Common Share.

2. No compensation security has been re‐priced, cancelled or replaced, has had its term extended, or has otherwise been materially modified, in the most recently completed financial year.

3. The compensation securities are subject to vesting provisions, with 1/6 vesting 6 months from date of grant and 1/6 vesting every 6 months thereafter for a total of 36 months.

4. All compensation securities issued to directors and NEO’s are subject to a four‐month resale restriction expiring four months and one day from the date of issuance.

The following table sets forth each exercise by a director or Named Executive Officer of compensation securities during the recently completed financial year ended September 30, 2020.

Exercise of Compensation Securities by Directors and NEOs

Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date(1) ($)
BLUNDELL, James(2) Former Director	Stock Options Stock Options	50,000 120,000	$0.25 $0.27	June 19, 2020 June 19,2020	$0.38 $0.38	$0.13 $0.11	$6,500 $13,200

Notes:

1. For the purposes of this column, the number in the column entitled “Number of underlying securities exercised” is multiply by the number in the column entitled “Difference between exercise price and closing price on date of exercise”.

2. Mr. Blundell ceased to be a director of the Corporation on June 20, 2019.

Stock Option Plans and Other Incentive Plans

The following is a summary of the Corporation’s stock option plan (the “ Option Plan ”) which is the only incentive plan in place available to the Named Executive Officers and directors.

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Option Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.

• Under the Option Plan, the aggregate number of optioned Common Shares granted to any one director or Named Executive Officer, together with all other Common Share compensation arrangements, must not exceed 5% of the Corporation's issued and outstanding shares in any 12 month period, unless the Corporation has obtained disinterested shareholder approval.

• The exercise price for options granted under the Option Plan will be set by the Board of Directors at such time as the option is allocated under the Option Plan and cannot be less than the discounted market price permitted by the policies of the TSX Venture Exchange.

• Options can be exercisable for a maximum of 10 years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Option Plan will not be assignable or transferable, except in the case of the death of an optionee, any vested option held by such individual at the date of death will become exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option.

Employment, Consulting and Management Agreements

The following is a summary of the Corporation’s employment, consulting and management agreements with its directors and Named Executive Officers during the most recently completed financial year.

Compensation of Mr. Randy Buchamer, President and Chief Executive Officer

The Corporation entered into an executive employment agreement on September 12, 2017 which was amended January 1, 2019 (the " Buchamer Agreement "), and replaced the original employment agreement dated October 1, 2010, with Mr. Randy Buchamer, pursuant to which Mr. Buchamer provides his services to the Corporation as President and Chief Executive Officer. Pursuant to the Buchamer Agreement, Mr. Buchamer receives an annual salary of $250,000, a monthly car allowance of $800, payment of admission or membership fees in associations that benefit the Corporation, participation in the Option Plan, and benefits comparable to those provided by the Corporation from time to time to other senior executives of the Corporation. The Corporation may terminate the Buchamer Agreement for just cause or death without notice or any payment in lieu thereof. The Corporation may terminate the Buchamer Agreement without cause by delivery of written notice and a lump sum payment equal to 12 months plus one month for each completed year of consecutive service up to a maximum of 24 months. Mr. Buchamer may terminate the Buchamer Agreement by delivery of 1 months’ written notice of termination to the Corporation, in which event the Corporation may then elect to terminate the Buchamer Agreement at any time prior to the expiry of the 1‐month notice period without further compensation. If the Corporation undergoes a change of control and within 3 years of the change of control occurring, the Buchamer Agreement may be terminated by delivery of 10 days written notice and a lump sum payment equal to 200% of Mr. Buchamer’s then current annual salary.

Compensation of Mr. Steve Vanry, Chief Financial Officer

The Corporation entered into a management services agreement with Mr. Steve Vanry, through his management services company 677185 B.C. Ltd. (“ 677185 ”), on December 17, 2018 (the “ 677185 Agreement ”), pursuant to which Mr. Vanry, through 677185, provides his services to the Corporation as Chief Financial Officer. Pursuant to the 677185 Agreement, 677185 receives an annual fee of $185,000, reimbursement for payment of admission or membership fees in associations that benefit the Corporation, participation in the Option Plan for Mr. Vanry, and benefits for Mr. Vanry comparable to those provided by the Corporation from time to time to other senior executives of the Corporation. The Corporation may terminate the 677185 Agreement for cause without any payment in lieu of notice. The Corporation may terminate the 677185 Agreement without cause by delivery of written notice and a lump sum payment equal to 100% of the then current annual fee payable on or before the tenth business day following the date of termination stipulated in the notice. 677185 may terminate the 677185 Agreement by delivery of 2 months’ written notice of termination to the Corporation, in which event the Corporation may then elect to terminate the 677185 Agreement at any time prior to the expiry of the 2‐month notice period without further compensation. If the Corporation undergoes a change of control and the 677185 Agreement is terminated within 365 days of the change of control occurring, 677185 is entitled to a lump sum payment equal to 100% of the then current annual fee.

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

Subject to availability of funds and the Corporation’s revenue, the Corporation may pay its independent directors a fee of $20,000 per year. In addition, the Chair of each of the Board, Audit Committee, Compensation Committee and Corporate Governance Committee, may each receive a fee of $5,000, per year. The directors may also receive incentive stock options in accordance with the policies of the Option Plan and applicable securities regulatory authorities and stock exchanges.

Named Executive Officer Compensation

The Compensation Committee reviews the compensation payable to the Named Executive Officers on an annual basis, or periodically if needed, and makes recommendations to the Board of Directors.

The objective of the Board of Directors in setting compensation levels is to attract and retain individuals of high caliber to serve the Corporation, to motivate their performance in order to achieve the Corporation's strategic objectives and to align the interests of the Named Executive Officers with the long‐term interests of the Shareholders. These objectives are designed to ensure that the Corporation’s business continues to grow and develop.

The Board of Directors sets the compensation received by the Named Executive Officers so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size and stage of development, having similar assets, number of employees, market capitalization and profit margin.

The Corporation compensates its Named Executive Officers based on their skill and experience levels and the existing stage of development of the Corporation. Named Executive Officers are rewarded on the basis of the skill and level of responsibility involved in their position, the individual’s experience and qualifications, the Corporation’s resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board of Directors has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, Named Executive Officers are paid a monthly consulting fee or salary determined by the Board of Directors, if appropriate; second, the Board of Directors awards Named Executive Officers long term incentives in the form of stock options if appropriate. Finally and only in special circumstances, the Board of Directors may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value.

The base compensation of the Named Executive Officers is reviewed and set annually by the Board of Directors. The Chief Executive Officer has substantial input in setting annual compensation levels. The Chief Executive Officer is directly responsible for the financial resources and operations of the Corporation. In addition, the Chief Executive Officer and Board of Directors from time to time determine the stock option grants to be made pursuant to the Option Plan. Previous grants of stock options are taken into account when considering new grants. The Board of Directors awards bonuses at its sole discretion. The Board of Directors has not set any performance criteria or objectives.

The Board of Directors considers the implications of the risks associated with the Corporation's compensation policies and practices when determining rewards for its Named Executive Officers and ensures that those policies do not encourage management to take inappropriate or excessive risks. The Board of Directors does not believe that there are any risks arising from the compensation programs that would be reasonably likely to have a material adverse effect on the Corporation.

Neither Named Executive Officers nor directors are permitted to take any derivative or speculative positions in the Corporation's securities. This is to prevent the purchase of financial instruments that are designed to hedge or offset any decrease in the market value of the Corporation's securities.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Corporation’s financial resources and prospects.

Pension Disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement of its directors or Named Executive Officers.