COMPENSATION COMMITTEE MANDATE
SUPERIOR PLUS Corp.

A. Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Superior Plus Corp. (the “Corporation”) is to assist the Board in fulfilling its oversight responsibilities in relation to the human resources, compensation and pension matters of the Corporation.

The role of the Committee includes making recommendations to the Board with respect to key compensation and human resources policies, Chief Executive Officer (“CEO”) and executive management compensation as well as executive management succession and development.

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B. Mandate

1. General Human Resources Matters – The Committee has overall oversight responsibility for monitoring and assessing the human resources policies and procedures of the Corporation.

   The Committee shall, in consultation with the Board, conduct an annual review of human resources, compensation philosophies and policies for the Corporation, to be satisfied that the Corporation's long-term human resource strategies are appropriate and that they reflect a proper balance between the Corporation’s short and long-term performance.

2. Compensation Matters – The Committee has overall oversight responsibility for monitoring and assessing the compensation policies of the Corporation.

   The Committee shall:

   1. annually review with the CEO the position description for the CEO and recommend any changes to the Board for consideration;
   2. establish the goals and objectives of the CEO and annually review the performance of the CEO relative to the corporate goals and objectives for the purpose of determining the compensation of the CEO and evaluate the CEO’s performance in light of those corporate goals and objectives. Based on the evaluation, make recommendations to the Board;
   3. annually review the recommendations of the CEO concerning overall compensation and other conditions of employment of the Corporation’s senior officers and satisfy itself that the overall compensation is in accordance with the business plans of the Corporation and with generally accepted compensation levels for comparable businesses;
   4. consider and be satisfied that human resources and compensation plan risks are appropriately identified, assessed, managed and disclosed;
   5. conduct periodic reviews of the equity and equity-based incentive plans of the Corporation which may be in place from time to time, and submit recommendations with respect to any amendments to, or any proposed awards under, such plans to the Board for its consideration and decision and regularly review and report to the Board on all other incentive compensation plans;
   6. review annually and recommend for approval to the Board the executive compensation disclosure of the Corporation in its information circular, and be satisfied that the overall compensation philosophy and policy for senior officers is adequately disclosed and describes in sufficient detail the rationale for salary levels, incentive payments, stock grants, stock options, pensions and all other components of executive compensation;
   7. assist the Board in connection with issues relating to succession planning, including appointing, training and monitoring the development and performance of the senior officers of the Corporation;
   8. review with the Board matters relating to organizational structure at the officer level of the Corporation and its businesses and recommend officer appointments to the Board for consideration; and
   9. conduct periodic reviews of the amount and form of directors' fees and benefits for Board and committee service in relation to time commitment, responsibilities and risks and current norms, and recommend any adjustments thereto to the Board for its consideration and decision.

3. Pension Matters - The Committee shall monitor the Corporation's pension policies and practices and assist the Board in fulfilling its fiduciary responsibilities relating to the Corporation's pension plans.

   The Committee shall:

   1. review at least annually and recommend for approval to the Board any proposed amendments to investment strategy, objectives and policies and the funding strategy relating to the pension plans;
   2. review as required and recommend for approval to the Board any proposed amendments to the Corporation's pension plans that materially impact costs, benefits, plan eligibility or plan establishment / termination;
   3. establish, review and modify as necessary the composition, membership and mandates of the Management Pension Review Committee (“MPRC”);
   4. review and consider reports from the MPRC including:
      1. periodic (but at least annual) reports concerning the material aspects of the operation and governance of the pension plans;
      2. annual financial statements of the pension plans, as approved by the MPRC;
      3. the appointment by the MPRC of all new external advisors or service providers to the Corporation's pension plans; and
      4. periodic reports that set forth the funded position, contribution requirements and fund performance for the Corporation's pension plans, as approved by the MPRC, and
   5. annually report to the Board on activities relating to Pension Matters addressed by the Committee.

4. Other Matters

   1. The Committee shall, at least annually, provide a review of the Corporation's director and officer liability insurance to the Board.
   2. The Committee may, at the request of the Board or on its own initiative, investigate such other matters as it considers necessary or appropriate in the circumstances.

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C. Committee and Procedures

1. Composition of Committee

   The Committee shall consist of not less than three directors. No member shall be an officer or employee of the Corporation or any of its subsidiaries. Each Committee member shall satisfy the independence requirements of applicable securities laws, rules or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.

2. Appointment of Committee Members

   Members of the Committee shall be appointed from time to time by, and shall hold office at the pleasure of, the Board. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board. The Board shall fill any vacancy if the membership of the Committee is less than three directors.

3. Absence of Committee Chair

   If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.

4. Authority to Engage Experts

   The Committee shall have the sole authority to retain any compensation consultants to advise the Committee and approve such consultant’s fees and other retention terms.
   

   Between scheduled Committee meetings, the Chair has the authority to pre-approve any engagement and/or executive compensation-related or other fees for services performed for the Corporation or its businesses by any such consultant.  Any pre-approval so provided shall be reported to the Committee at its next meeting.

   The Committee also has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, such engagement to be at the Corporation's expense.

5. Meetings

   The Committee shall meet at least twice a year and shall meet at such times during each year as it deems appropriate. In addition, the Chair of the Committee or the Chair of the Board or any two members of the Committee may call a meeting of the Committee. Committee members shall have an opportunity to meet with the compensation consultant without the presence of management at each meeting of the Committee at which such compensation consultant is in attendance. The Chair of the Committee shall hold in camera meetings of the directors, without management present and non-independent directors, at every Committee meeting. 

6. Quorum

   Two members of the Committee shall constitute a quorum.

7. Procedure, Records and Reporting

   Subject to any statute or articles and by‑laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board).

8. Review of Terms of Reference

   The Committee shall review and reassess the adequacy of these mandates at least annually, and otherwise as it deems appropriate, and recommend changes to the Board. Such review shall include the evaluation of the performance of the Committee against criteria defined in the Committee and Board mandates.

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