Executive Compensation Resignation and retirement No severance is paid if the named executive resigns or retires. Messrs. Gori, Witherington and Costantini were not eligible for either early or normal retirement. Ms. Harrison and Mr. Hartz have met certain age and service criteria for additional vesting of equity upon a resignation with prescribed advanced written notice. Termination with cause If Manulife terminates a named executive’s employment with cause, employment ends immediately, no severance is paid and performance share units, restricted share units, stock options and the supplemental retirement benefit are forfeited. Termination without cause Messrs. Gori and Witherington and Ms. Harrison have employment agreements that specify their entitlements if they are terminated without cause. Mr. Costantini has an employment agreement that does not specifically address entitlement if he is terminated without cause. These are outlined in the table below, and are conditional on the executive signing a full and final release and remaining bound by covenants in their employment agreements relating to: • protection of confidential information (indefinitely) • company ownership of our intellectual property (indefinitely) • non-solicitation (24 months for Mr. Gori, Mr. Witherington and Ms. Harrison; 12 months for Mr. Costantini) • non-competition (12 months for Mr. Gori and Mr. Costantini; 18 months for Mr. Witherington; 24 months for Ms. Harrison) • non-disparagement (24 months for Mr. Gori, Mr. Costantini and Ms. Harrison; indefinitely for Mr. Witherington). Breaches of any of the covenants entitle Manulife to seek a court injunction, in addition to pursuing any other available rights and remedies. The named executives are also bound by the above covenants in the case of voluntary resignation or retirement. Roy Gori Mr. Gori is entitled to: • 24 months of compensation in lieu of notice comprised of base salary and target annual incentive • an annual incentive payment calculated at target for the year in which his active employment ends, pro-rated based on the end date • continued vesting and exercisability of share-based awards and stock options for 24 months following his termination date • continued participation in the group benefits plan for 24 months (excluding life, short-term, and long-term disability insurance) If he commences new employment during the severance period: • he will no longer participate in the group benefits plans If, after June 5, 2023, he and Manulife agree to a mutual separation: • he is entitled to normal retirement treatment for purposes of his share-based awards and stock options 2023 Management information circular 99
