Salary. An initial salary of US$400,000 per year, to be reviewed annually and subject to such increases but not decreases and the granting of such other compensation, if any, as the Board, in its discretion, may approve (the “Salary”); provided that the Salary shall automatically increase to US$440,000 effective April 1, 2021. Salary payments shall be made to the Executive in a manner consistent with the payroll policies of the paying entity.

Share-based Compensation Plan. The Executive shall be eligible to participate in the Company’s Share-based Compensation Plan dated January 1, 2010 (also referred to as the Company’s “LTIP” plan) or any similar long term incentive plans implemented during the Term. The Executive acknowledges receipt of a grant, dated June 1, 2020, of options under the Equity plan to acquire up to 200,000 shares of the Company’s common stock, subject to a three year vesting schedule (33.33% per year) and other applicable terms and conditions set forth in the Company’s Equity Plan relating thereto, with the addition that the Compensation Committee will vest any unvested options if the Executive is Terminated by the Company Without Cause or for Good Reason by the Executive per Section 4 of this Agreement.

Short Term Incentives. The Executive shall be eligible to earn an annual short term incentive performance bonus (the “STIP Bonus”) for each year of the Term in addition to the Executive’s Salary, based on such performance goals and objectives as the CEO and the Compensation and Corporate Governance Committee of the Board (the “Compensation Committee”) shall establish, with one-half of any bonus based on quantitative measures and one-half being based on qualitative measures. The CEO and/or the Compensation Committee will determine the extent to which an annual bonus is paid based on achievement of such performance goals or objectives, with the maximum bonus being 50% of the Executive’s Salary. Presuming Section 4(g) is not in effect, in order to be eligible to receive an STIP Bonus, the Executive must be employed on the date that the Company’s auditors complete the audit for the year to which the STIP Bonus relates, provided that if the Executive’s employment with the Company terminates upon expiration of the Term, then the Executive shall be entitled to 25% of any STIP Bonus that would otherwise have been earned for such year, payable at the time such STIP Bonus would have been paid had the Executive’s employment not terminated.

Fringe Benefits.

Any benefits to which the Executive becomes entitled under any employee benefit plan, retirement plan, (including without limitation any profit sharing/401(k) plan and deferred compensation plan), share-based compensation plan and other fringe benefits plan (including without limitation, medical, dental, disability, group life and business travel insurance plans and programs) from time to time in effect for full time salaried employees of the Village Farms Group generally; provided, however, that the degree or amount thereof shall be subject to the terms of the applicable plan documents, generally applicable policies of the Village Farms Group and to action by the Board or the Compensation Committee provided in or contemplated by such plan. Nothing contained in this Agreement shall impair the right of the Board, the Compensation Committee or any other committee, group or person concerned with the administration of such plan to exercise in good faith the full discretion reposed in them by such plan. For avoidance of doubt, the Executive shall not be entitled to reimbursement of any moving expenses.

Such additional benefits as may be generally made available from time to time by the Village Farms Group for the benefit of executives of the Executive’s level or its employees generally.

Business Expenses. Reimbursement by the Company or another member of the Village Farms Group, subject to such requirements with respect to substantiation and documentation as may be reasonably specified by the Board or a committee thereof, for all reasonable and necessary travel and other business expenses incurred by the Executive in the performance of his duties hereunder.

Vacation. Four (4) weeks per calendar year to be taken at the same times as any vacation time entitlement the Executive may have pursuant to any employment agreement the Executive may have with any other member of the Village Farms Group. The Executive shall not be entitled to payments in lieu of vacation time, nor may accrued vacation time in excess of one week be carried over from year to year without the advance written approval of the CEO or the Compensation Committee.

Personal Days, Etc. The Executive will be entitled to as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect generally for its senior executives.

Death. In the event of the Executive’s death (“Death”), this Agreement shall terminate immediately.

Disability. If the Executive, due to physical or mental illness, becomes so disabled as to be unable to perform substantially all of his duties for a continuous period of ninety (90) days (“Disability”), either the Company or the Executive may terminate the Executive’s employment under this Agreement; provided, however, that return to work for brief periods, not exceeding five three-day periods during the 90-day period shall not be deemed to have eliminated the continuity of the 90-day period. If any question arises as to whether the Executive has become so disabled as to be unable to perform his duties due to physical or mental illness, the Executive shall submit to an examination by a physician selected by the mutual agreement of the Company and the Executive, at the Company’s expense. The decision of the physician shall be certified in writing to the Company, shall be sent by the Company to the Executive or the Executive’s representative, and shall be conclusive for purposes of this Agreement. If within twenty (20) days after the Company’s request, the Executive shall fail to submit to a physical examination, a determination by the Compensation Committee or the Board as to the Executive’s Disability for purposes of this Agreement shall be conclusive. Any compensation payments payable to the Executive under this Agreement due to Disability shall be reduced by the amount of any disability payments the Executive receives as a result of Disability policies on which the Company has paid the premiums.

Termination by the Company for Cause. This Agreement may be terminated by the Board on behalf of the Company for Cause (as defined herein), by notice to the Executive which shall set forth the reasons for termination. The following acts or omissions by the Executive shall constitute “Cause” for immediate termination of this Agreement: (i) conduct by the Executive constituting a felony or other crime involving dishonesty, theft or an act of moral turpitude; (ii) conduct of the Executive which is materially injurious to the Village Farms Group, monetarily or otherwise; (iii) an act or acts of dishonesty by the Executive involving the Village Farms Group; (iv) willful and repeated refusal or failure of the Executive to perform his duties hereunder; or (v) a material breach by the Executive of any of the material provisions of this Agreement and failure of the Executive to cure same within thirty (30) days after notice thereof to the Executive; provided, however, that no such notice shall be required if the same breach occurs by the Executive after the initial breach has been cured.

Termination by the Company Without Cause. The Executive’s employment hereunder may be terminated by the Board without Cause (“Without Cause”) effective on ninety (90) days’ notice to the Executive.

Voluntary Termination by the Executive. The Executive’s employment under this Agreement may be terminated by the Executive (“Voluntary Termination”) effective on thirty (30) days’ notice to the CEO and the Chairman of the Board.

Termination for Good Reason by Executive. The Executive may effect a termination for Good Reason (as defined herein) at any time upon thirty (30) days’ notice to the CEO and the Chairman of the Board of such intention, provided that such notice is given within ninety (90) days after the event alleged to be the basis

Any consolidation or merger of the Company, VFLP or VF Canada GP, Inc. in which any of the Village Farms Group is not the continuing or surviving corporation or which contemplates that all or substantially all of the business and/or assets of the Company or VFLP. shall be controlled by another entity (other than any member of the Village Farms Group);

any sale, lease, exchange or transfer (in one transaction or series of related transactions) of all or substantially all of the assets of the Company, VFLP or VF Canada GP, Inc.;

approval and consummation by the stockholders of the Company, VFLP or VF Canada GP, Inc. of any plan or proposal for the liquidation or dissolution of the Company, VFLP or VF Canada GP, Inc. unless such plan or proposal provides that all the assets of the Company, VFLP or VF Canada GP, Inc. as applicable, are transferred to any of the Village Farms Group upon such liquidation or dissolution; or

any entity (other than any member of the Village Farms Group) acquires (directly or indirectly) more than 50% of the voting securities of the Company, VFLP or VF Canada GP, Inc.

Termination Benefits. If the Executive’s employment is terminated due to Cause or Voluntary Termination (other than for Good Reason), the Village Farms Group’s obligation to make Salary payments and to provide any other benefits or entitlements to the Executive under Section 3 of this Agreement shall cease upon the last day of employment.

a lump sum severance payment in an amount equal to 1.5 times his then-current Salary (such amount, the “Severance Pay”), payable within thirty (30) days of the Executive’s last day of employment. Notwithstanding the foregoing, if the Executive is a “specified employee” (as defined under Section 409A of the Code), such payment shall not be made until the first payroll date to occur following the six-month anniversary of the last day of the Executive’s employment;

a pro rata portion of any STIP Bonus that would otherwise have been earned by the Executive for the calendar year of termination, based on the number of days during such year that Executive was employed by the Company, payable at the time such STIP Bonus would have been paid had the Executive’s employment not terminated;

any unpaid reimbursable expenses outstanding as of the date of termination;

all benefits, if any, that had accrued to the Executive through the date of termination under the plans and programs in which he participated as an executive of the Company, in the manner and in accordance with the terms of such plans and programs; and

continued participation on the same basis (including without limitation, cost contributions) as the other senior executives of the Village Farms Group in all, medical, dental and life insurance coverage in which he was participating on the date of termination for a period of eighteen (18) months to the extent such continued participation is permitted under the plans and policies providing for such coverage. With respect to medical and dental coverage, such coverage shall be provided, if elected by the Executive, pursuant to “COBRA” coverage; provided that the Company will either waive the premium costs for such coverage or reimburse the Executive for the cost of such premiums. The Company may modify its obligation to provide such benefits to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, as amended, provided that it does so in a manner that to the extent possible, as determined by the Company in its discretion, preserves the economic benefit and original intent of such benefit but does not cause such a penalty or excise tax.

Nondisclosure and Inventions.

Confidentiality; Company to Own Inventions.

Receipt of Confidential Information. The Executive acknowledges that during Executive’s employment as an executive of the Village Farms Group and as a result of the confidential relationship with the Village Farms Group established thereby, the Executive shall be receiving Confidential Information and that the Confidential Information is a highly valuable asset of the Village Farms Group.

Nondisclosure. During the Executive’s employment as an executive of the Village Farms Group and for two years after termination thereof, regardless of the reason for the termination, the Executive shall retain in strict confidence and shall not use for any purpose whatsoever or divulge, disseminate, or disclose to any third party (other than in the furtherance of the business purposes of the Village Farms Group) all Confidential Information; provided however, that the foregoing obligation with respect to Confidential Information consisting of customer names shall cease at such time as the Executive’s obligations under Section 5(b)(i) cease. Notwithstanding the foregoing or anything else contained herein to the contrary, this Agreement shall not preclude the Executive from disclosing Confidential Information to a governmental body or agency or to a court if and to the extent that a restriction on such disclosure would limit the Executive from exercising any protected right afforded the Executive under applicable law, including the ability to receive an award for information provided to a governmental body.

Disclosure and Ownership. The Executive shall inform the Company promptly and fully of all Inventions by a written report, setting forth in detail a description of the invention, the procedures used and the results achieved. All Inventions shall be and remain the sole property of the member of the Village Farms Group designated by the Board. The Executive promptly shall execute and deliver to the designated member of the Village Farms Group any instruments deemed necessary by it to effect disclosure and assignment of all Inventions to such designated member of the Village Farms Group including, without limitation, assignments of all patent, trademark, and copyright and waiver of any moral rights satisfactory to the Company. Upon request of the Company or the designated member of the Village Farms Group, during and after the Executive’s employment with the Company, the Executive shall execute patent and copyright applications and any other instruments, reasonably deemed necessary by the Company or the designated member of the Village Farms Group for the prosecution of such patent applications or the acquisition of letters patent or registration of copyrights in the United States and foreign countries based on such Inventions; provided, however, that if the Executive takes any action in connection with the foregoing obligation after the Executive’s employment with the Village Farms Group is terminated, the designated member of the Village Farms Group shall compensate the Executive at a reasonable rate to be agreed upon by the parties and shall promptly reimburse the Executive for any expenses incurred in satisfying such obligation.

Works for Hire. To the extent the Inventions consist of original works of authorship which are made by the Executive (solely or jointly with others) within the scope of the Executive’s employment and which are protectable by copyright, the Executive acknowledges that all such original works of authorship are “works for hire” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101).

Executive acknowledges receipt of the following notice under the Defend Trade Secrets Act: An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he (i) makes such disclosure in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

Noncompetition. In consideration of the Executive’s employment as an executive of the Company and in consideration of this Agreement, the Executive hereby covenants as follows:

Covenants. Without the prior written consent of the Board, during the Executive’s tenure as an executive of the Village Farms Group and for eighteen (18) months after leaving the employment of the Village Farms Group, whether voluntarily or involuntarily, the Executive shall not directly or indirectly, personally, by agency, as an employee, through a corporation, partnership, limited liability company, or by any other entity, artifice, or device:

own, manage, operate, control, employ or have any financial interest in or consult to, or lend the Executive’s name to any enterprise, company, or other entity engaged in a Competitive Business;

assist others in engaging in any Competitive Business in the manner described in the foregoing clause;

solicit or service in any way in connection with or relating to a Competitive Business, on behalf of the Executive or on behalf of or in conjunction with others, any supplier, client, customer, or prospective supplier, client, or customer, who had been serviced by any member of the Village Farms Group in the three year period immediately preceding the date of termination, or any prospective supplier, client, or customer to whom a formal business presentation or substantiated offering of services had been made by Executive within the 12 months immediately preceding the date of termination; or

induce employees of the any member of the Village Farms Group to terminate their employment with such member of the Village Farms Group or engage in any Competitive Business;

Severability of Covenants. For purposes of this Section 5(b), the Executive and the Company intend that the above covenants-not-to- compete shall be construed as separate covenants, one for each activity and each geographic area. If one or more of these covenants are adjudicated to be unenforceable, such unenforceable covenant shall be deemed eliminated from this Section 5(b) to the extent necessary to permit the remaining separate covenants to be enforced.

Non-assignability. Neither this Agreement nor any right or interest hereunder shall be assignable (i) by the Executive without the prior written consent of the Company, or (ii) by the Company without the prior written consent of the Executive, except that the Company may assign its rights hereunder in connection with the sale or disposition of the business and assets of the Company as a whole or in part.

No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or assignment by operation of law; and any attempt, voluntary or involuntary, to effect such action shall be void and of no effect.