Independent Director Agreement

(a) as Director. The Director will be a Director of the Company for a period of three years (the « Term ») in accordance with the Articles of Association of the Company and will perform all the functions of Director of the Company, including, but not at (1), participation in meetings of the Board of Directors, (2) participation in such committees of the Bureau (a « Committee » each) to which the Director has been appointed; 3. Participation in the meetings of each committee of which the director is a member, 4. Performing, in good faith, the duties of the Director on behalf of the Company and in a manner that is not in the best interests of the Company, and (5) monthly time to assist the Management of the Company in strategic planning, management control systems, financial reporting and budgeting and other areas of organizational development and improvement of Operational Performance. CONSIDERING that the company strives to attract and retain competent and qualified persons as directors to serve on the board of directors of the company (the « board »); and 15th global agreement. Except as otherwise provided, this Agreement sets forth the entire agreement of the Parties with respect to their subject matter and supersedes all agreements, promises, agreements, communications, assurances or warranties, whether oral or written, by an officer, employee or representative of any part of this Agreement with respect to such matter. The Company provided the Director with a summary of the provisions of its Enterprise By-law and the documents in force to compensate the Directors (the « Indemnification Provisions »). 5. Non-competition. . . .

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