On February 23, 2017, Harold Albert announced his
intention to retire from his position as the Chief Technology
Officer of Profire Energy, Inc. (the “Company”) effective March
1, 2017. Mr. Albert will continue to serve on the Company’s
Board of Directors (the “Board”) as a non-executive director.
On February 23, 2017 (the “Effective Date”) the Company and Mr.
Albert entered into a Retirement and Release Agreement
(“Retirement Agreement”). to the Retirement Agreement, Mr.
Albert will receive severance of $375,000 (the “Severance”),
less applicable tax-related deductions and withholdings, paid in
four equal installments over the next four financial quarters.
The Retirement Agreement also contemplates that Mr. Albert will
provide up to ten hours of consulting services per month to the
Company upon the Company’s request at no charge until the
Severance has been paid in full and thereafter at a rate of $175
per hour. Mr. Albert will not receive any additional compensation
for his service as a director until the Severance has been paid
in full. After the Severance has been paid in full, the
Retirement Agreement provides Mr. Albert will receive annual
compensation of $80,000 paid in equal monthly installments for
his service as a non-executive director. Any outstanding stock
options held by Mr. Albert will continue to vest according to
their current terms until the Severance is paid in full, at which
time any outstanding options will vest notwithstanding the
vesting provisions that would have otherwise been applicable to
the outstanding stock options.

(d) Exhibits