AGREEMENT This Agreement is made April 2, 2014. BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA ("UBC") OF THEFIRST PART AND: DR.ARVIND GUPTA ("Dr. Gupta") OF THE SECOND PART WHEREAS: A.UBCby its Board of Governors (the "Board") has agreed to appoint Dr.Gupta as the President ofUBC and Dr. Gupta has agreed to be so appointed. B.Dr.Gupta hasanexistingemployment relationship withUBCas afullProfessor with tenure ('"Professor") in the Department of Computer Science in the Faculty of Science. C.UBCandDr.Gupta have agreed totheir respective rights,duties and obligations inconnection with the appointment andemployment of Dr.Gupta byUBC,all as set out inthis Agreement. NOW THEREFORE the parties agree as follows: 1.POSITION 1.1UBCappointsDr.Gupta asPresidentof UBCandcontinues toemployhimasa ProfessorintheFacultyof ScienceandDr.Gupta agreestoserveinthosepositionsuponand subjecttothetermsandconditionsof thisAgreement.ThisAgreemententirelyreplacesany earlier agreements between the parties. 1.2The partiesacknowledgethattheduties,powersandobligationsof thePresident pursuanttothisAgreementincludesthoseasspecifiedintheUniversityAct,R.S.B.C.1996c. 468 (the "Act"). -2-1.3UBCgrantsanddelegatestoDr.Guptaallpowersasarenecessaryand appropriatetothe propercarryingout of his dutiesandobligationsasPresidenthereunder.Dr. Gupta will use his best efforts to diligently exercise those powers by himself or by delegation to others pursuant to paragraphl .4(i) in order to satisfy his duties and obligations asPresident. 1.4Without limiting the generality of paragraphs1.1,1.2 and1.3andsubject always totheprovisionsof paragraph1.5belowandthedutiesandobligationsexpresslyestablished thereunder, and the limitations,if any, containedin the Act, asPresident Dr.Gupta willhavethe following duties and powers: (a)tomanage,supervise,anddirect the academicandother activitiesof UBCasits chief executive officer; (b)tomaintainappropriaterelationshipswith theundergraduate,graduateandother students ofUBC; (c)toinitiate(withoutderogatingfromtheBoard'spowertosoinitiate)and participate in the formulationof UBCpolicies and theconsideration of all matters before theBoard and to thereafter implement the directions andresolutions of the Board; (d)consistentwiththebudgetapprovedfromtimetotimebytheBoard(the "Budget"),toensuretheappointmentof outstandingindividualstothesenior administrative positions of UBC, and toensure that adequate review mechanisms and succession plans are established for these individuals; (e)to ensure the preparation of draft budgets and the implementation of theBudget; (f)toformulatesound long-range planning for the ongoing development of UBC and direct the implementation of those plans when approved by the Board; (g)toperiodicallyreviewtheorganizationandstructureofUBC,recommend improvements thereto,participate in all relevant Board discussionsandthereafter implement Board-approved changes in a planned and orderly fashion; (h)tostudy andappraiseresults of operations toreinforcesuccessfuloperations and to rectify any deficiencies or adverse situations; (i)todirectallphasesof thedailybusiness operationsof UBCbothpersonallyand throughthedelegationtoqualifiedindividualsofproperauthorityand responsibility; (j)toensurethattheacademicandotheractivitiesofUBCareconductedin compliance with the Act; (k)tomaintainsatisfactorysenior-levelrelationshipswiththirdpartiesgenerally, includingprofessionaladvisors,alumni,charitablesupporters,governments, agencies of governments and neighbouring communities; -3-(I)to protect the reputation and public image of UBC; (m)to carry out his duties and responsibilities in a manner consistent with USC's core valueof mutualrespectandequity,andwithUSC'sStatementonRespectful Environment for Students, Faculty and Staff; and (n)to serve as chief spokesperson for UBC. 1.5AtleastonceineachyearthroughouttheTerm,thepartieswillreviewthe performanceandRemunerationofDr.GuptaasPresidentinrelationtothepreviously establishedpriorities,goalsandactivities(togetherthe"PerformanceTargets")andtheBoard and Dr.Gupta will mutuallyestablishPerformance Targetsforthefollowingyear.This process willbeundertakensubstantiallyinconformancewiththeAnnualPerformanceReview-President attached hereto as Appendix "A". 2.TERMOF APPOINTMENT AND TERMINATION 2.1The appointment of Dr.Gupta as President is for a term commencing July I, 2014 and ending June 30, 2019 (the "Term") subject only to earlier termination as hereafter set out. 2.2If Dr. Gupta becomes ill or is injured and that illness or injury prevents Dr.Gupta fromperforming the duties requiredof him as President under this Agreement and,on the basis of medical evidence,thatillness or injuryis likely tobe of apermanentnature,at the option of UBC and upon theBoard notifying Dr. Gupta in writing, his appointment as President willend. Insuchcase,forthelesser of twelvemonths fromthe end of themonthin whichtheBoardso notifies Dr.Gupta and the balance of the Term, UBC will: (a)continue to pay Dr.Gupta hisSalaryasPresident,lessanyamounts receivedby Dr.Guptapursuanttoanyweeklyindemnityorlong-termdisabilitycoverage under paragraph 9.1 of this Agreement; and (b)continue toprovide benefits toDr.Gupta pursuant toparagraph9,provided that Dr.Gupta continuestopay that portionof thecostof thosebenefitspayableby him (as an employee of UBC) pursuant to the terms of those benefits. 2.3Inaddition totermination on written notice pursuant toparagraph 2.2, UBC may terminateDr.Gupta's appointment asPresident summarily forcause at anytimewithout notice or pay in lieu of notice.The word "cause" includes the commission of any act that is materially injurious toUBC andits reputation or Dr.Gupta's failure to cure, within areasonableperiod of time,abreachof anycovenantonhispartinthisagreementwhichismateriallyinjuriousto UBC. 2.4Upontheprov1s1onof three(3)months'noticeinwntmg,Dr.Guptamay terminate or resign his appointment as President,without cause, and,upon similar or concurrent notice,may resignfromhis employment asa Professor in theDepartment of Computer Science in the Faculty of Science at any time, without cause. -4-2.5 cause. UBCmayterminateDr.Gupta'sappointmentasPresident,at anytime,without 2.6In the event that Dr.Gupta's appointment as President should be terminated under paragraph 2.5and Dr.Gupta should, within sixty (60) days of receiving his notice of termination as President from the Board, elect to resignhis then position as a Professor in the Department of Computer ScienceintheFacultyof Science,UBCwillpaytoDr.Gupta anyamountsaccrued and owing to Dr. Gupta under this Agreement, although unpaid as at thedate of termination, and aretiringallowanceinanamountfortheSalaryandtheBenefitsashereindefinedthatis prescribed by the EmploymentTermination Standards,B.C.Reg.379/97pursuant tothe Public SectorEmployersAct,R.S.B.C.1996,c.384,lessallapplicabletaxesorotherstatutory deductions,andlessanySalarypaidtoDr.Guptarelatingtotheperiodbetweenthedateof terminationandthedateof Dr.Gupta'sresignationasProfessor(the"RetiringAllowance"). UBCwillpaytheRetiringAllowanceinaccordancewithrelevanttaxlaws.TheRetiring AllowancewillbepaidtoDr.Guptainfullandfinalsatisfactionof anyamountowingtoDr. Gupta under this Agreement and in exchange for the Retiring Allowance,Dr.Gupta will execute a full written release of any and all ofUBC's obligations under this Agreement. 2.7IntheeventthatUBCshouldterminateDr.Gupta'sappointmentasPresident without cause,andDr.Gupta shouldnotresignhis thenpositionasaProfessor as above,then, provided consistency withthe EmploymentTerminationStandardsreferencedinparagraph 2.6, UBCwillcontinuetopayDr.GuptahisSalaryasPresidentandwillcontinuetoprovideall benefitsunderthisAgreementuntilthe endof theTerm,exceptforthosebenefitslistedunder paragraph 4. 3.REMUNERATION 3.1Throughout the Term, UBCwillpay toDr. Gupta an annual salary (the "Salary") asPresident in the sum of $446, 750. 3.2TheBoard'sannualreviewprovidedforinparagraph1.5mayinclude,without limiting the generality of the review of Remuneration, the introduction of performance-based pay (annual one-time payments or ongoing increases) associated with thePerformance Targets.Any RemunerationdecisionsresultingfromthisannualreviewmustbecompliantwithProvincial Government rules, including pre-approval of any increase in Remuneration. 3.3The Salary willbe deemed tobe earnedand willbe paid by UBCtoDr.Gupta in equal semi-monthly instalments in each twelve month period throughout the Term. 4.RESIDENCE 4.1Dr.GuptawillmakeNormanMacKenzieHouse(the"Residence")the principal and normalplace of residence for him and his family aslong asheisPresident andwill alsouse theResidenceanditsgardenforUBCpurposesasthepartiesagreefromtimetotime.The schedulingof theuseof theResidenceanditsgardenfor UBCpurposeswillbesubjecttothe approval of Dr.Gupta, acting reasonably. If the Residence is not available for occupancy for any period, UBC will provide Dr.Gupta and his family a suitable alternative residence. - 5 -4.2The use of that portion of the Residence which isavailable for and ordinarily used by Dr.Gupta forhispersonaluseisa taxable benefit toDr.Gupta.This benefit isin additionto the Salary and must be reported by Dr. Gupta to the Canada Revenue Agency as income. 4.3Allcosts for the maintenance, repair and operation of the Residence (including all property taxes,if any)and the garden thereof, andsuch other Residence-related costs asmay be agreedtobythepartiesfromtimetotime,willbebornebyUBC.UBCwillprovide housekeeping services asreasonably required by Dr.Gupta tomaintain the Residence in a clean andorderlymanner.AtDr.Gupta'soption,assumingthatsodoingdoesnotcauseUBCto breachanycollectiveor other agreementsto whichUBCis,or may become,aparty,UBCwill instead provide Dr.Gupta with a monthly housekeeping allowance asreasonably requiredby Dr. Gupta.Dr.Gupta acknowledges that,totheextent thatthehousekeeping allowanceor services relatetothepersonaloccupancyof theResidencebyDr.Gupta,theamount thereof willbea taxable benefit. This benefit isin addition totheSalary andmust be reported by Dr.Gupta to the CanadaRevenueAgencyasincome.Atitscost,UBCwillprovideDr.Guptawithall information necessary toenable Dr.Gupta to determine and report the taxable benefit thereof. 4.4The University will pay to Dr. Gupta each year, commencing in 2015for the year 2014, a sum(the "Residence Tax Reimbursement") sufficient toreimburse Dr.Gupta for any tax liabilitiesasregardsthebenefitsinparagraphs 4.2 and4.3,includinganytaxliability astothe Residence Tax Reimbursement. 4.5UBCwillmaintainandrepairtheResidence(includingalldrivewaysandall utility services)andgarden aswould aprudent owner and as isnecessarytokeepthem suitable for the purposes intended as contemplated in this Agreement. 4.6Dr.Gupta willvacate the Residence nolater than the last day of his appointment asPresident provided that in the event of termination pursuant to paragraph 2.2 or 2.5, Dr. Gupta willbegivenareasonableperiodof time(notexceeding60days)inwhichtovacatethe Residence. 5.AUTOMOBILE 5.1UBCwillprovidean appropriateautomobileselectedbytheChairof theBoard and agreeable, withinreason,toDr.Gupta,for the useof Dr.Gupta while President.UBCwill beresponsibleforalloperatingcoststhereof includingthecostof insurancepremiums.The personal use of the automobile by Dr.Gupta is a taxable benefit.This benefit isin addition to the Salary and must be reported by Dr.Gupta to the Canada Revenue Agency as income.At its cost, UBCwill provide Dr. Gupta with all information necessary to enable Dr.Gupta to determine and report the taxable benefit thereof. 6.REIMBURSEMENT FOR EXPENSES 6.1UBC will reimburse Dr.Gupta for all normal vouchered expenses incurred by Dr. Gupta in the performance of his duties and exercise of his powers asPresident. -6-6.2UBCwillprovideDr.Guptawithanannualsumof $2,500toreimburseDr. Gupta for expenses incurred in his financialplanning. 7.VACATION 7.1Dr.Gupta willbe entitled to six (6) weeks vacation leave duringeach twelve (12) monthperiodduringtheTerm.Unlessthepartiesotherwiseagreefromtimetotime,this vacation leave is non-cumulative andmust be used during the twelve month period in which it is earned. 8.FACULTY APPOINTMENT 8.1UBCconfirmsthatDr.Gupta hasanexistingappointmentasaProfessorinthe Department of Computer Science in the Faculty of Science. 8.2Exceptasprovidedinparagraphs8.3and8.7,duringtheTerm,Dr.Guptawill receive nosalary under thecollectiveagreement arising fromhis appointment asProfessor,and UBC will be released from any liability topay such salary during the Term. 8.3Upon theterminationof his appointmentasPresident foranyreason,Dr.Gupta willhavetheoptionof assuminghisdutiesasaProfessorintheDepartmentof Computer ScienceintheFaculty of Science,subject andpursuant toUBC'sthecollectiveagreementand policies governing the relationship between UBCandits professors.UBC will commence paying salary toDr.Gupta asa Professor when the payment of the Salary, including any portion thereof pursuant toparagraphs 2.2 or 2.7 or any equivalent amount pursuant to paragraphs 8.6 or 8.7,has ended. 8.4Subject to paragraphs8.6 and 8.7, the salary payable to Dr.Gupta (as a Professor) pursuanttoparagraph8.3willbeatanannualrateinanamountequaltothegreaterof the highest salary then paid toaProfessor in the Department of Computer Science intheFaculty of Science and 50% of his last annual Salary as President of UBC. 8.5InadditiontohissalaryasaProfessor,UBCwillprovideDr.Guptawithall benefitsthataProfessorintheDepartmentof ComputerScienceintheFacultyof Scienceis entitledtoreceivepursuanttoUBC'sthenexistingagreementsandpoliciesgoverningthe relationships between UBCand its professors. 8.6Subject to paragraph 8.7, and provided he has not: (a)been terminated for cause; or (b)resignedhisappointmentasafullProfessorwithinsixty(60)daysof being terminated without cause, Dr.Guptawillbeentitledtoaone(1)yearleaveof absencefromhisdutiesasPresidentand Professor(the"Leaveof Absence")inordertosupporthiscareerrenewalandprofessional development according to a plan of mutual benefit toDr. Gupta and UBC.Dr. Gupta intends to - 7 -take theleave at the end of his active servicewith the University as President. For the period of the leave, UBC will pay Dr.Gupta his salary in effect as President as well as the benefits defined in paragraphs 9.1and 9.2. 8.7If Dr.GuptaisreappointedasPresidentforaterm(the"ExtendedTerm")to commence following the expiration of the Term, both the assumption of his duties as a Professor pursuant toparagraph8.3and the Leave of Absence will be postponed until the expiration of the ExtendedTermandDr.GuptawillbeentitledtotheLeaveof Absenceattheendof the ExtendedTerm,andwillbeentitledtonofurtherLeaveof Absence.DuringtheLeaveof Absence following the Extended Term, UBC will pay Dr. Gupta his salary in effect as President, as well as the benefits defined in paragraphs 9.1and 9.2. 9.BENEFITS 9.1During theTerm, UBC will make available to Dr.Gupta allemployment benefits normally available toregular members of theUBCfaculty andany additionalbenefits available to senior members of the administration of UBC. The Benefits will include: (a)Medical Services Plan; (b)Extended Health; (c)Dental; (d)Employee Family Assistance Plan; (e)Income Replacement Plan (Long Term Disability); (f)Basic Group Life Insurance; (g)Optional Life Insurance; (h)Spousal Life Insurance; (i)Accidental Death &Dismemberment Insurance; G)Faculty Pension Plan, including the Supplemental Arrangement; (k)Employee Housing Program (basic version); (I)Faculty Tuition Waiver; (m)Tuition Waiver for Spouse; (n)Tuition Waiver for Dependent Children; (o)Parental Leave; (p)Six Months Paid Sick Leave; and -8-(q)Executive Health Assessment service. (the "Benefits") 9.2In addition to the life insurance provided under paragraph 9.1 (t),(g),and(h),the UniversitywillprovideadditionallifeinsurancecoverageforDr.Guptaintheamountof $450,000.TheobligationtoprovidesuchinsurancecoveragemaybesubjecttoDr.Gupta meeting the necessary conditions to receive coverage. 9.3Dr.Guptawillbeartheportionof thecostsof allbenefitplanswhichheis required to or has elected to maintain as required pursuant tothe terms of said plans. 9.4 ofUBC. UBCwillenrollDr.Guptainthe pensionplans availabletoallfacultymembers 9.5Reimbursement forexpenses,inclusive of anyinitiationfees,of a corporateclub membershipinaclubidentifiedbyDr.Guptaforthepurposeof furtheringtheinstitutional interests of the Universityand subject tothe written approvalof theChair of theBoard of such membership. 10.RELOCATION AND MOVING EXPENSES 10.1UBCwillreimburse Dr.Gupta andhis familyforreasonablereceiptedrelocation (moving)expensesincurredinmovingfromtheResidencetoanotherlocationinMetro Vancouver upon termination of his appointment as President. 11.TRAVEL EXPENSES 11. lUBCwillreimburse Dr.Gupta forallvoucheredexpenses incurred by Dr.Gupta when travelling on UBC business while President. 11.2UBCwillreimburse Dr.Gupta for allvouchered expenses incurredby his spouse whenaccompanying Dr.Gupta onbusinesstravelsolongassuchaccompanimentisconsistent with any travelpolicy approved by the Board or is approved in writing bytheChair of theBoard in advance of that travel. 12.CONFIDENTIALITY AND GOOD FAITH 12.1The parties acknowledge that they have a duty of good faithin their dealings with each other. 12.2Thepartiesacknowledgethattheywillacquireinformationabouteachother whichis confidential and accordingly, except asrequiredby law or where thedisclosure thereof ismade in good faithfor the advancement of the interests of UBCandtheperformance of their respectivedutiesandobligations,neitherpartywillmakeanyunauthorizeddisclosureof that information without the consent of the other party. -9-13.EXTENSION OF APPOINTMENT 13.1UnlessDr.Gupta'sappointmenthasbeenpreviouslytenninated,andwithout limiting UBC's right to tenninate Dr.Gupta's appointment as President after July 1, 2018, before July1,2018,theChairof theBoardwillenquireof Dr.Guptawhetherhewishestobe reappointed asPresident of UBCfor a further tenn to commenceon the expiration of the Tenn. Dr. Gupta will respond to the Chair of the Board before July 15, 2018. 13.2If Dr.Gupta advises the Chair of the Board of his willingness to be considered for reappointment,UBCwill establish aselect committee of the Board (including theChancellor of UBCandtheChair of theBoard)(the"Select Committee") not later than July 31,2018forthe purpose of considering the reappointment of Dr. Gupta asPresident. 13.3Onaconfidentialandnon-publicbasisbutsubjectalwaystoanylegislative requirements,theSelectCommitteewillreviewtheperfonnanceof Dr.GuptaasPresidentin relationtotheannualperfonnancereviewundertakenpursuanttothisAgreement.TheSelect Committeemayalsosolicittheinputof representativesof thevarioussectorsof theUBC community. 13 .4TheSelectCommitteewillmeetwithDr.Guptatoreviewhisperfonnanceas President and the results of theinput received by theSelect Committeefromthe representatives ofvarioussectorsoftheUBCcommunityandtosolicithiscommentsconcerninghis perfonnance and the input results. 13.5If Dr.GuptaadvisestheSelectCommitteeof hiscontinuedwillingnesstobe consideredforreappointment andtheSelect Committee favourssuchreappointment,theSelect CommitteewillthensoreporttotheManagementResourcesCompensationCommittee(the "MRCC") whereupon the MRCC will deliberate toestablish the tenns upon which UBC should reappoint Dr. Gupta asPresident. 13.6TheSelectCommitteeandtheMRCCwilljointlyreporttotheBoardandthe BoardwillthenconsiderandmakeitsdecisionwhetherornottoreappointDr.Guptaas President. 13.7If theSelectCommitteeisnotwillingtorecommendthereappointmentof Dr. Gupta,itwillsoreporttotheBoard.TheBoardwilldulyconsiderthereportof theSelect Committee but notwithstanding that report,theBoard willhave complete discretion to acceptor reject the recommendation of the Select Committee. 13.8If theBoarddetenninestoreappointDr.GuptaasPresident,thatreappointment willbesubjecttothenegotiationandsettlementof tennsmutuallyacceptabletoUBC(as representedbyanappointedofficerorcommittee)andDr.Gupta but notinconsistentwiththe tenns of thisAgreement.Changes inSalary andbenefits are deemed not to beinconsistent with the tenns of this Agreement, but aresubject to the rulesestablished for the compensation of the President by the Public Sector Employers' Council (PSEC). '. -10-13.9If theBoardisnotwillingtoreappointDr.Gupta,ornomutuallyacceptable agreementisconcludedwithinareasonableperiodof time,thenDr.Guptawillserveoutthe TermasPresidentandmay,athisdiscretion,assumehisacademicpositionintheFacultyof Science as provided in this Agreement. 13. I 0The timing for the procedures described inthis Article13willbe substantially in conformance with the President Reappointment Timetable attached hereto asAppendix "B". 14.INTERPRETATION 14.1Except as otherwise expressly provided for in any Appendix, any conflict between the provisions in the body of this Agreement and the provisions in any Appendix will be resolved in favour of the provisions in the body of this Agreement. 14.2Thewords"include"and"including",whenfollowinganygeneralstatement, term or matter, will not be construed tolimit that general statement, term or matter to the specific itemsormatterssetoutimmediatelyfollowingthosewordsortosimilaritemsormatters following that word or tosimilar items or matters, whether or not non-limiting language (such as "withoutlimitation"or "but notlimitedto"or wordsof similarimport)isusedwithreference thereto but willbedeemed torefer to all other items or matters that could reasonably fallwithin the broadest possible scope of that general statement, term or matter. 14.3Allprovisionsof thisAgreementrequiringonepartyor theothertodoorto refrain from doing something will be interpreted as the covenant of that party with respect to that matter notwithstanding the absence of the words "covenants" or "agrees". 14.4Thedivisionof thisAgreementintosectionsandparagraphsandtheheadings usedhereinareinsertedforconvenienceofreferenceonlyand,exceptwhereotherwise specifically provided, that division andthose headings willnot define,enlarge or limit the terms nor affect the construction or interpretation of this Agreement. 15.GENERAL 15.1The failure of a party toinsist in one or more cases upon the strict performance of anyof thecovenantsinthisAgreementor toexerciseanyrighthereincontainedwillnotbe construed as a waiver or relinquishment for the future of that covenant or right andnowaiver by anypartyof anyprovisionof thisAgreementwillbedeemedtohavebeenmadeunless expressed inwriting and signed by that party. 15.2Theprovisionsof thisAgreementconstitutetheentireagreementbetweenthe parties.Noterms,conditions,warranties,promisesorundertakingsof anynaturewhatsoever, express or implied, exist betweenthepartieswith respect tothis Agreement except ascontained herein.ThisAgreementmaybeamended,changedormodifiedonlybyfurtherwritten agreement between the parties. 15.3If any term, condition or provision of this Agreement or theapplication thereof to anyparty or circumstances willtoany extent be invalid or unenforceable,theremainder of this . - 11-Agreementor theapplicationof thattenn,conditionor provisiontopersonsorcircumstances other than those astowhich it isheld invalid of unenforceable, will not be affected thereby and eachtenn,conditionor provisionwillbeseparatelyvalidandenforceabletothefullestextent pennitted by law. 15.4Time willbe of the essence of this Agreement. 15.5ExceptforthepaymentofanyinstalmentofSalaryorotherremuneration pursuanttothisAgreement,in any case where the timelimited by thisAgreement expireson a Saturday,Sunday or legalholidayin the Province of British Columbia (a "Non-BusinessDay"), the time limited willbe extended to and will include the next succeeding day which isnot a Non-Business Day. If the date for the payment of any instalment of Salary or other remuneration falls ona Non-BusinessDay,paymentthereof willbe madeonthenextprecedingdaythatisnot a Non-Business Day. 15.6Eachof thepartieswillattherequestof theotherpartyhereto,executeand deliveranyfurtherdocumentsanddoallactsandthingsasthatotherpartymayreasonably require to carry out the fullintent and meaning of this Agreement. 15.7This Agreementwillbe governedby thelawsinforcein theProvinceof British Columbiaandthecourtsof theProvinceof BritishColumbiawillhaveexclusive jurisdiction with respect to the settlement of any dispute or the resolution of any question of law arising from this Agreement. 15.8This Agreement may not be assignedbyanypartywithout thewritten consent of the other party, which consent may be arbitrarily withheld. 15.9This Agreement will enure to the benefit of and be binding upon the parties hereto and subject to the tenns hereof the heirs, administrators, successors and assigns of the parties. 15.10Any notice tobe provided by either party under this Agreement must be provided in writing. 16INDEMNIFICATION 16.1The University agrees toindemnify and save harmless Dr.Gupta fromanyaction broughtagainstDr.Gupta whicharisesfromtheperformanceof hisdutiesasPresidentof the University.This provision willnot apply tocriminalproceedingsor to proceedings between the University and Dr.Gupta. 16.2Dr. Gupta agrees tonotify the University forthwith of any claim or action brought against him arising out of his employment. - 12 -INWITNESSWHEREOFthepartiesheretohavedulyexecutedthisAgreementeffectivethe date first above written notwithstanding the actual date or dates of execution. Executed on behalf of the University of British Columbia by: Per:rt;;;-Vice-P 7sidel1t Finance, Resources &Operations Date Early June By August 1 Early September October Board Meeting - 13-APPENDIX "A" ANNUAL PERFORMANCE REVIEW - PRESIDENT Party Representative Management Resources Compensation Committee (the "Committee") Dr. Gupta Committee and Dr.Gupta Committee Responsibility Requests Dr. Gupta to report, in writing, on his performance in relation to the Performance Targets (as defined in Article 1.5) for the previous year. Reports, in writing, to the Committee on his performance in relation to the Performance Targets for the previous year. Meets to discuss Board review and acknowledge, in writing,positions with respect to performance in relation to Performance Targets for the previous year and the Performance Targets for the year to come. Recommends (in open session) a list of priorities for Dr. Gupta for the year to come, for Board approval. Approved priorities to be set out in writing. Date June 30, 2018 July 14, 2018 By July 31, 2018 * ** November 30, 2018 - 14 -APPENDIX "B" PRESIDENT REAPPOINTMENT TIMETABLE Party Representative Chair of the Board Dr. Gupta Board Select Committee Select Committee and Dr. Gupta Dr. Gupta Select Committee MRCC MRCC and Select Committee Board Board appointed officer or committee and Dr.Gupta Responsibility Enquires of Dr. Gupta if willing tobe reappointed. Responds to Chair. Establishes Select Committee. Reviews performance of Dr.Gupta and may solicit input fromUBC community. Reviews findings and conclusions of the Select Committee. Solicits comments of Dr.Gupta. Advises Select Committee of continued willingness to be reappointed. Reports to either: MRCC if reappointment recommended, or Board, if reappointment not recommended. Establishes terms upon which Dr.Gupta should be reappointed. Joint report to the Board. Decision whether or not to reappoint Dr. Gupta. Settle terms of contract of reappointment. *assumes Dr.Gupta has affirmatively responded * *assumes Select Committee is recommending reappointment The provisions of this Appendix "B" are subject to Article 13 of the Agreement.