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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

For the fiscal year ended December 31, 2012

OR

Commission File No. 0-17082

QLT Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (604) 707-7000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

As of June 30, 2012, the aggregate market value of the common shares held by non-affiliates of the registrant (based on the last reported sale price of the common shares of U.S. $7.62, as reported on the NASDAQ Stock Market) was approximately U.S. $373,918,262.

As of April 15, 2013 the registrant had 50,539,500 outstanding common shares.

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QLT INC.

AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K

DECEMBER 31, 2012

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PART III

EXPLANATORY NOTE

QLT Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on February 21, 2013 (the “Initial Filing”), solely for the purpose of amending and supplementing Part III of the Annual Report on Form 10-K. This amendment changes our Initial Filing by including information required by Part III (Items 10, 11, 12, 13 and 14).

Except as contained herein, this Amendment No. 1 does not modify or update disclosures contained in the Initial Filing. This Amendment No. 1 should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the date of the Initial Filing.

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PART III

Background of Directors and Executive Officers

Set forth below are the name and age of each of our current directors and the positions held by him with us, his principal occupation and business experience during the last five years, and the year of the commencement of his term as a director or executive officer. Additionally, for each director, included below is information regarding the specific experience, qualifications, attributes and skills that contributed to the decision of the Board of Directors to nominate him for election as a director and the names of other publicly held companies of which he serves or has served as a director in the previous five years. There is no family relationship between any of our directors, director nominees or executive officers. Except as otherwise disclosed below, no director was selected as a director or nominee pursuant to any arrangement or understanding.

Directors

Jason M. Aryeh is the Chairman of the Board and a Director of QLT (since 2012) and serves as the Chairman of both its Corporate Governance and Nominating Committee and its Strategic Action Committee. Currently, Mr. Aryeh is also the Founder and Managing General Partner of JALAA Equities, LP (since 1997), a private hedge fund focused on the biotechnology and specialty pharmaceutical sector. Mr. Aryeh also serves on the Board of Directors of Ligand Pharmaceuticals Incorporated (since 2006), a public biotechnology company (“Ligand”), CorMatrix Cardiovascular (since 2010), a privately-held medical device company, and the Cystic Fibrosis Foundation’s Therapeutics Board (since 2011). Previously, Mr. Aryeh served as a Director of both Nabi Biopharmaceuticals, prior to its merger with Biota Pharmaceuticals, Inc. (“Biota”) in November 2012, and of Myrexis, Inc. (2011 to 2013), both of which are public biotechnology companies. Mr. Aryeh earned a B.A. in economics, with honors, from Colgate University, and is a member of the Omnicron Delta Epsilon Honor Society in economics.

The Board has concluded that Mr. Aryeh is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives stemming from his experience in the biotechnology and specialty pharmaceutical sector as a hedge fund manager and serving on the boards of publicly-traded companies. Mr. Aryeh’s strategic insight and in-depth understanding of health care trends and capital markets add significant value to the Board.

Dr. Vicente Anido, Jr., Ph.D. is a Director of QLT (since 2012) and serves as a member of its Audit and Risk, Corporate Governance and Nominating, Compensation and Scientific Review Committees. Currently, Dr. Anido also serves as a Director of Depomed, Inc. (since 2013), a public pharmaceutical company and the Chairman of the Board of Directors of Aerie Pharmaceuticals (since 2013), a privately-held clinical stage pharmaceutical company focused on developing products to treat glaucoma. Previously, Dr. Anido served as President, Chief Executive Officer and a Director of Ista Pharmaceuticals (2001 to 2012) prior to its acquisition by Bausch & Lomb and as a director of Apria Healthcare, Inc., a public company that provides home healthcare products and services and medical equipment. Dr. Anido received a B.S. in Pharmacy and M.S. in Pharmaceutical Sciences from West Virginia University and a Ph.D. in Pharmacy Administration from the University of Missouri - Kansas City.

The Board has concluded that Dr. Anido is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derived from managing and serving on the boards of publicly-traded pharmaceutical companies. Through his tenure as President and CEO of Ista Pharmaceuticals, Dr. Anido gained valuable management and leadership skills, and brings to the Board seasoned tactical, operational and pharmaceutical industry-specific experience in sales and marketing, business development, pharmaceutical product development and equity and debt transactions.

Dr. Geoffrey F. Cox, Ph.D. is a Director of QLT (since 2012) and serves as Chair of its Compensation Committee and a member of its Corporate Governance and Nominating Committee. Dr. Cox has over 35 years of pharmaceutical and biotechnology experience holding a broad range of senior management and board positions with private and public companies. Currently, Dr. Cox is a Partner with Red Sky Partners LLC (since

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2011) which provides corporate development, product strategy and leadership support to life sciences companies. Dr. Cox served as a Director (2000 to 2012) and the Non-Executive Chairman (2007 to 2012) of Nabi Biopharmaceuticals prior to its merger with Biota in 2012 and continues to serve as a Director on the Board of Biota, a public anti-infective drug development company. He is also a Director of Gallus Biopharmaceuticals LLC (since 2011), a biologics contract manufacturing and development company. Dr. Cox was Chairman, President and CEO of GTC Biotherapeutics Inc. (now rEVO Biologics) (2001 to 2010), a company focused on the development of recombinant therapeutic proteins, including proteins for the treatment of rare diseases, using transgenic animal production technology. Prior to 2001, Dr. Cox was Executive VP of Genzyme Corporation and later Chairman, President and CEO of Aronex Pharmaceuticals Inc. Dr. Cox is the immediate past Chairman of the Board of the Massachusetts Biotechnology Council and previously served on the Board of the Biotechnology Industries Association and as a member of its Health Governing and Emerging Companies Sections. Dr. Cox received a B.Sc. (Hons) in biochemistry from the University of Birmingham, UK, and a Ph.D. in biochemistry from the University of East Anglia, UK.

The Board has concluded that Dr. Cox is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derive from his extensive leadership experience in the biopharmaceutical industry, including as a director and executive officer of publicly-traded biotechnology companies. Dr. Cox’s strategic consulting, operations and business development expertise as well as his scientific background bring significant value to the Board.

Dr. John W. Kozarich, Ph.D. is a Director of QLT (since 2012) and is the Chair of its Scientific Review Committee and a member of its Executive Transition Committee. Dr. Kozarich has over 35 years of experience in academic and pharmaceutical research. Currently, Dr. Kozarich is also Chairman and President of ActivX Biosciences, Inc. (since 2001), a wholly-owned subsidiary of the international pharmaceutical company KYORIN Pharmaceutical Co., Ltd.; Chairman of Ligand (since 2003), a public biotechnology company; a Director of Corium International, Inc. (since 2006), a privately-held transdermal drug delivery company; and a Senior Scientific Advisor to KinDex Therapeutics, Inc. (since 2009), a privately-held company developing molecules that modulate key metabolic regulatory networks. Dr. Kozarich is also an adjunct professor of chemical physiology at the Scripps Research Institute and previously held faculty positions at the University of Maryland and Yale University School of Medicine. He has authored over 150 primary scientific publications. Dr. Kozarich earned his B.S. in chemistry from Boston College (summa cum laude; Phi Beta Kappa), his Ph.D. in biological chemistry from the Massachusetts Institute of Technology, and was an NIH postdoctoral fellow at Harvard University.

The Board has concluded that Dr. Kozarich is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his academic achievements and international experience as an advisor, executive officer and director of biotechnology companies. Dr. Kozarich is well-versed in the challenges of research and development given his extensive academic and pharmaceutical research and leadership background in the life sciences, and provides the Board with invaluable insight into a broad range of issues that impact QLT’s research and development efforts.

Jeffrey A. Meckler is a Director of QLT (since 2012) and is the Chair of QLT’s Executive Transition Committee and a member of QLT’s Strategic Action Committee. Mr. Meckler has over 20 years of experience in the life sciences sector. Currently, Mr. Meckler is also the Managing Director of The Andra Group (since 2009), a life sciences consulting firm that assists clients with strategic planning and business development. Previously, Mr. Meckler acted as a Director (2011 to 2012) and Interim-CEO (2011) of Cypress Bioscience Inc. after its acquisition by Royalty Pharma; a Director of ClearFarma USA (2010 to 2012), a private sustainable food supply research and development company; a Director of Kyalin Bioscience (2011 to 2012), a private company developing therapies for autistic spectrum disorder; an Investment Analyst with Ridgeback Capital Management (2007 to 2009); a Director of Alveolus Inc. (2007 to 2009), a private, coated stent company acquired by Merit Medical; and held a series of positions at Pfizer Inc. in Manufacturing Systems, Market Research, Business Development, Strategic Planning and Corporate Finance which included playing a significant role in acquisitions and divestitures (1990 to 2007). Mr. Meckler is the past President and continues to serve on the Board of Children of Bellevue, a non-profit organization focused on advocating and developing pediatric programs at Bellevue Hospital Center (since 2001) and is past President and continues to

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serve on the Alumni Board of the Carnegie Mellon Tepper School of Business (since 2009). Mr. Meckler received a B.S. in Industrial Management and M.S. in Industrial Administration from Carnegie Mellon University. In addition, Mr. Meckler received a J.D. from Fordham University School of Law.

The Board has concluded that Mr. Meckler is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives stemming from his extensive pharmaceutical industry, consulting and financial background. Mr. Meckler’s perspectives regarding strategic business development, operational and financial opportunities as well as health care trends bring significant industry-specific insight to the QLT board.

Dr. Stephen L. Sabba, M.D. is a Director of QLT (since 2012) and serves as Chair of its Audit and Risk Committee and a member of its Scientific Review and Strategic Action Committees. Currently, Dr. Sabba is also a Partner and Health Care Portfolio Manager at Knott Partners, LP (since 2006), an investment fund, and a Director of Ligand (since 2008), a public biotechnology company. Previously, he was a Partner and Director of Research with Kilkenny Capital Management (2001 to 2006), a Chicago-based hedge fund. Dr. Sabba received his medical degree from the New York University School of Medicine, and completed a residency in internal medicine and a fellowship in gastroenterology at the Veterans Administration Medical Center in New York City. He earned a Bachelor of Science degree with honors at Cornell University.

The Board has concluded that Dr. Sabba is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his capital markets and financial expertise gained from his experience working in the hedge fund and investment fund industries. Dr. Sabba’s deep understanding of the biotechnology industry, medicine and health care trends add significant value to the Board.

John C. Thomas, Jr. is a Director of QLT (since 2012) and is a member of QLT’s Audit and Risk and Compensation Committees. Mr. Thomas has more than 38 years of experience in a variety of financial and accounting positions, with the last 27 years spent in the medical, pharmaceutical and device fields. Currently, Mr. Thomas also serves as Chief Financial Officer, Secretary and Director of CorMatrix (since 2001), a privately-held medical device company, and as Chief Financial Officer, Secretary and Director of Motion Reality, Inc. (since 1991), a motion capture and simulation company. In the past ten years, Mr. Thomas served as acting Chief Financial Officer for DemeRx, Inc. (2010 to 2011); as Chief Financial Officer for MRI Interventions, Inc. (1998 to 2010), MiMedx Group, Inc. (2007 to 2008) and DARA BioSciences (2003 to 2009); and as a director of MRI Interventions, Inc. (2004 to 2011) and DARA BioSciences (2012). Previously, Mr. Thomas also served as a Trustee and subsequently the Chairman of the Finance Committee of The Walker School, a private Pre-K through 12 grade school (1999 to 2012). Mr. Thomas is a Certified Public Accountant and graduated from the University of Virginia, McIntire School of Commerce with a Bachelor of Science in Commerce (with distinction) degree in 1975.

The Board has concluded that Mr. Thomas is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his financial and development stage company expertise and service on the boards of pharmaceutical companies. Mr. Thomas’ educational background and experience serving as Chief Financial Officer of a number of life sciences companies provides him with valuable perspective on financial management, performance and strategy of a biotechnology company such as QLT.

Executive Officers

Sukhi Jagpal

Chief Financial Officer

Mr. Jagpal, age 39, is the Chief Financial Officer of QLT (since February 2013). Previously, since 2003 Mr. Jagpal has held positions of increasing responsibility in Finance at QLT, including Corporate Controller (January 2006 to December 2008 ), Director, Finance and Corporate Controller (January 2009 to December 2010 ) and Senior Director, Finance and Corporate Controller (2011 to 2012), until his appointment as Interim Chief Financial Officer in July 2012. Prior to joining QLT, Mr. Jagpal held finance and accounting positions with Pivotal Corporation, 360networks inc., and KPMG LLP. Mr. Jagpal is a Chartered Accountant, a Chartered Business Valuator, and holds a Masters of Business Administration from Cornell University - S.C. Johnson Graduate School of Management and a Masters of Business Administration from Queens University.

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Alexander R. Lussow, Ph.D.

Senior Vice President, Business Development & Commercial Operations

Dr. Lussow, age 51, is the Senior Vice President, Business Development and Commercial Operations of QLT (since 2008) and is responsible for QLT’s business development activities, including product licensing, acquisitions and strategic partnering opportunities, as well as QLT’s product manufacturing and supply chain. Previously, Dr. Lussow served as QLT’s Vice President, Business Development (2006 to 2008). Prior to joining QLT, Dr. Lussow served as Chief Business Officer and Vice President of Business Development at Gryphon Therapeutics (2001 to 2004) where he was responsible for the licensing of the company’s products, the formation of strategic alliances, corporate communications and fundraising. Dr. Lussow has broad experience in biotechnology management consulting, advising on venture financing, strategic business planning and licensing transactions with several biotechnology companies. Dr. Lussow received his BSc at McGill University in Montreal and his Ph.D. in immunology at the University of Geneva, Switzerland. He has been an adjunct professor of pharmacology at the University of North Carolina, USA and has worked extensively for the World Health Organization (WHO) in West Africa.

Section 16(a) Beneficial Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and beneficial owners of more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors and 10% beneficial owners are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of such reports received by us or written representations from certain reporting persons that no Form 5s were required for such persons, we believe that during 2012 all Section 16(a) filing requirements applicable to our executive officers, directors and 10% beneficial owners were complied with.

Corporate Code of Ethics and Code of Exemplary Conduct

QLT has adopted a Code of Ethics which is applicable to all directors, officers and employees of QLT, as well as a Code of Exemplary Conduct which applies to the Chairman and all executive officers and all senior financial managers, internal legal counsel and human resources managers of QLT. The Code of Ethics and Code of Exemplary Conduct are available on QLT’s website at www.qltinc.com.

Audit Committee

The Company has a separately-designated standing Audit and Risk Committee which has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee currently consists of Messrs. Meckler (Chairman), Anido and Thomas. The Board has adopted a written charter for the Audit Committee. A copy of the charter is available on QLT’s website at www.qltinc.com.

Each member of the Audit and Risk Committee is financially sophisticated, as defined by the Marketplace Rules of NASDAQ, and is financially literate, as defined by Canadian securities regulations, and as required by such rules, able to read and understand fundamental financial statements, including QLT’s consolidated balance sheet, consolidated statement of income and consolidated statement of cash flows. The Board has determined that John Thomas is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act, and that all of our Audit and Risk Committee members are “independent,” as independence for audit committee members is defined by the NASDAQ, TSX and applicable U.S. and Canadian securities rules.

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Compensation Discussion and Analysis

2012 was a transformative year for the Company. In June 2012 the composition of our Board of Directors completely changed when, following a proxy contest, all members of the Previous Board were either not re-elected to the Board at the 2012 AGM or resigned, and the Current Board was elected and continued in office. As a result, the membership of all committees of the Board, including the Compensation Committee, changed entirely in June 2012.

Also at the 2012 AGM, our shareholders voted, in a non-binding advisory vote, against the compensation of the named executive officers as of the date of the 2012 AGM as follows: 15,496,170 shares were voted for the proposal, 21,328,839 shares were voted against the proposal, 2,444,588 shares withheld votes, and 3,014,880 shares were counted as non-votes. The Compensation Committee has reviewed the results of the shareholder advisory vote on executive compensation. In light of the fact that the vote was obtained in the context of a contested election of directors, the Committee cannot determine whether the vote against the compensation of QLT’s executive officers should be primarily understood as a vote against the incumbent Board of Directors or disagreement with the Company’s executive compensation practices. However, notwithstanding the significant changes in the Company and its management since the 2012 AGM, the reconstituted Compensation Committee takes note of the advisory vote and intends to continue to evaluate and modify, as appropriate, the executive compensation practices of the Company.

On July 9, 2012, as a result of a comprehensive business and portfolio review by our Board of Directors, the Company announced a new corporate strategy and plans to restructure our operations in order to concentrate our resources on our clinical development programs related to our synthetic retinoid, QLT091001, for the treatment of certain inherited retinal diseases. During the remainder of 2012 in connection with the strategic restructuring of the Company, we sold our Visudyne^® business to Valeant Pharmaceuticals International, Inc. and entered into an option agreement for the sale of our punctal plug drug delivery system to Mati Therapeutics Inc. We also completed a significant reduction in force of approximately 178 employees, or 83% of our work force.

As a result of the restructuring, only one of the named executive officers of the Company in June 2012, Alexander R. Lussow, Senior Vice President, Business Development & Commercial Operations, remained an executive officer of the Company at year end. Sukhi Jagpal, who was appointed Interim Chief Financial Officer July 2012, was our only other employed named executive officer at the end of 2012. Mr. Jagpal was appointed Chief Financial Officer of the Company on February 27, 2013.

Effective August 2, 2012, in connection with the departure of Robert Butchofsky, the Company’s former President and Chief Executive Officer, the Current Board formed an Executive Transition Committee composed of its Chairman, Jason M. Aryeh, and directors Dr. Vicente Anido, Jr., Jeffrey Meckler and Dr. John W. Kozarich, to lead the Company while the Board of Directors considered whether to hire a new permanent Chief Executive Officer. Mr. Aryeh served as Chairman of the Executive Transition Committee until February 2013 at which point the Executive Transition Committee was restructured and Mr. Aryeh stepped down from his role on the Committee and Mr. Meckler became Chairman of the Committee. At the same time, Dr. Anido also stepped off the Executive Transition Committee. While Mr. Aryeh was never employed as an employee or compensated other than as a director or considered by the Current Board to be an executive officer of the Company, he is included in the compensation disclosure schedules below as a Principal Executive Officer of the Company. However, he is not otherwise treated as a named executive officer and has not acted in that role. See information provided in this Annual Report under the heading “Independence of Directors” for further information.

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In addition to Mr. Butchofsky, the other named executive officers whose service to the Company ceased during 2012 were Cameron R. Nelson, who acted as Senior Vice President, Finance and Chief Financial Officer until July 20, 2012; Linda M. Lupini, who acted as Senior Vice President, Human Resources and Organizational Development until December 14, 2012; and Christopher Muller, who acted as Chief Commercial Officer of our wholly-owned subsidiary, QLT Ophthalmics, Inc. until July 20, 2012.

The Compensation Committee administers the compensation policies and programs for our named executive officers. A summary discussion of the 2012 named executive officer compensation actions taken by the Compensation Committee follows below in this Compensation Discussion and Analysis report. In reviewing this report, it is important to understand that while the Current Board of Directors and new Compensation Committee made numerous management and personnel changes and compensation decisions following the 2012 AGM, much of the compensation that was received by named executive officers in 2012 was paid pursuant to contractual agreements and policies approved or implemented by the Previous Board of Directors and previous Compensation Committee.

Objectives of Our Compensation Program

The Compensation Committee evaluates and sets executive compensation consistent with our stated philosophy to provide a compensation package that attracts, retains and motivates executives and rewards business successes that have the potential to increase shareholder value. More specifically, the Compensation Committee seeks to:

Consistent with our performance-based philosophy, a significant portion of potential compensation is based upon performance- and equity-based programs. These programs include awards that are based on our operational and financial performance and provide compensation in the form of cash, and equity-based incentive awards that are tied to both our short-term and long-term performance and achievement of goals. The performance-based bonus program rewards short-term performance; while our equity awards, coupled with our stock ownership guidelines, reward long-term performance and align the interests of management with those of our shareholders.

Compensation Governance and Consultant

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. The Compensation Committee has, among other things, retained Radford, an independent compensation consultant, which reports directly to the Compensation Committee. Our Compensation Committee has assessed the independence of Radford and has concluded that no conflict of interest exists with respect to the services that Radford performs for our Compensation Committee. Radford did not provide any services to the Company other than with respect to the services provided to the Compensation Committee as described below. Radford also informed the Compensation Committee that it was not aware of any conflict of interest with respect to the services that it provides to our Compensation Committee and the services that it provides to other clients.

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The Company currently does not have an employed Chief Executive Officer, but rather currently has a two-person Executive Transition Committee of the Board of Directors that performs the functions of our CEO while the Board determines the resources and management necessary to pursue the Company’s new strategy.

Compensation Philosophy

We are engaged in a highly specialized and competitive industry. Success in this environment requires talented and motivated executives. The goal of our named executive officer compensation program is to attract, retain and motivate executives and reward business successes that have the potential to increase shareholder value. The Compensation Committee, which is composed of independent members of the Board, is responsible for implementing our executive compensation program and establishing corporate performance objectives and reviewing individual performance objectives that reward our named executive officers when those objectives are met. In considering executive compensation, the Compensation Committee ensures that our total compensation program is competitive within the industry in which we operate, supports our overall strategy and objectives, reflects both risk and reward for our named executive officers and aligns our executive officers’ interests with those of our shareholders. The combination of base salary, annual incentives and long-term incentives that we provide to our named executive officers is designed to accomplish this.

The Compensation Committee obtains information from a number of sources, including North American surveys and reports on executive compensation in the biotechnology industry, as well as internally generated reports of executive compensation practices of a sub-group of biotechnology companies of similar size and market capitalization. To assist with its evaluation of executive compensation, the Compensation Committee has the authority to retain independent compensation consultants. The Compensation Committee has periodically engaged Radford to provide director and executive compensation assessments and recommendations to the Compensation Committee. Radford provides data on the compensation and relative performance of peer companies, provides opinions on the degree to which our compensation arrangements are consistent with market practices and our objectives, consults on other compensation matters as needed and, if applicable, recommends compensation guidelines and program designs. Additionally, a representative from Radford attends Compensation Committee meetings when requested by the Compensation Committee.

Components of the Compensation Package

At the foundation of the Compensation Committee’s strategy is the principle that there should be both consequences for underperformance and incentives for outstanding performance. This is achieved through a compensation program that emphasizes fixed and variable components which make up the “pay mix” for each executive officer.

There are three major elements to our executive compensation:

In addition, our executives are eligible to participate in the benefit plans generally available to all of our employees and to receive an annual executive medical screening consultation (as described in “Health and Life Benefits” below).

Our executive officers are paid in Canadian dollars but, for reporting purposes only, their compensation is set out below in U.S. dollars.

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Determining Compensation

Compensation Consultant and Peer Group. In March 2012, the previous Compensation Committee engaged Radford to provide market data and a comprehensive executive compensation assessment intended to help inform our Compensation Committee in establishing 2012 executive compensation. The comparator group selected was considered comparable to QLT in early 2012 in size (50 to 300 employees), revenue (generally less than $200 million), market capitalization (generally less than $1 billion), and stage of product pipeline (small commercial biotechnology / specialty pharmaceuticals with products on market). The following 14 public biotechnology companies in the Radford 2010 Global Life Sciences Survey of biotechnology and life-sciences entities, located in North America, comprised our 2012 comparator group for both our director and executive officer compensation review:

In considering the market data provided by Radford, the Compensation Committee uses the percentiles or range of percentiles described below from the comparative data as a reference point in determining the amount and mix of compensation for our named executive officers. The Compensation Committee also considered many other factors in determining compensation, consistent with the Company’s compensation philosophy. The result of the Compensation Committee’s review of 2012 executive compensation is described below.

Base Salary

Annual base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within QLT. Base salaries for our named executive officers are benchmarked against the base salaries paid to executives with similar roles at the companies within our comparator group using the 50th percentile and the 75th percentile as reference points. Actual salaries reflect the Compensation Committee’s consideration of numerous factors, including the individual named executive officer’s experience, length of service, position criticality, scope of responsibilities and performance. In determining whether to increase the base salary for a particular named executive officer, the Compensation Committee considers numerous factors, including the results of each named executive officer’s individual goal achievement and overall performance, comparative survey data for equivalent executive positions in our comparator group, along with the other elements of compensation received by our named executive officers.

On March 5, 2012, the Previous Board, following the recommendation of the previous Compensation Committee, increased the base salary of Ms. Linda M. Lupini, Senior Vice President, Human Resources and Organizational Development, by 10%, retroactive to January 1, 2012. In increasing the base salary of Ms. Lupini, the previous Compensation Committee and the Previous Board considered the executive compensation benchmarking data presented by Radford, as well as the executive’s performance and scope and level of responsibility. Ms. Lupini’s salary increase put her base salary above the 75th percentile of the Company’s comparator group for base salaries.

Mr. Muller joined the Company in April 2012 as Chief Commercial Officer of QLT Ophthalmics, Inc. According to survey data of equivalent positions at that time, Mr. Muller’s 2012 base salary was positioned

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near the 25^th percentile. In approving Mr. Muller’s base salary, the previous Compensation Committee considered a number of factors, including the other components of his compensation package and the limited scope of his commercial responsibilities for 2012.

Following the departure of Cameron R. Nelson, our former Chief Financial Officer, on July 20, 2012, Mr. Jagpal was appointed Interim Chief Financial Officer. In light of his increased responsibilities, in November 2012, the Current Board increased Mr. Jagpal’s base salary to $192,500, retroactive to July 20, 2012, reflecting a 10% increase from his former position as Senior Director, Finance and Corporate Controller. According to Radford survey data, the increase placed Mr. Jagpal’s base salary below the 25^th percentile for Chief Financial Officer positions, which the current Compensation Committee determined to be appropriate largely based on the interim nature of the position at that time.

Annual Cash Incentive Compensation

The previous Compensation Committee’s compensation philosophy for 2012 included a pay-at-risk component under our annual cash incentive compensation program. The annual cash incentive award represents income at risk - it is only paid if and to the extent certain goals and objectives are met. The annual cash incentive compensation that each named executive officer is eligible to receive is based on a pre-determined target percentage of his or her base salary, determined in accordance with practices of our comparator group and taking into account scope and level of responsibility. The Compensation Committee also believes that the success of the Company is based in part on the achievements of the named executive officers as a group and, therefore, the target annual award percentage is determined by considering competitive rates of incentive compensation for the named executive officers as a group and not just on a position-specific basis.

The target annual award percentage of base salary for each named executive officer was reviewed in March 2012 by the previous Compensation Committee using the 75th percentile of our comparator group as a reference point. When combined with base salaries, cash incentive awards in 2012 were intended to provide the opportunity for a named executive officer to achieve total cash compensation, when targeted levels of performance are achieved or exceeded, exceeding the 50th percentile of our comparator group. We define “total cash compensation” as base salary plus annual target bonus under our annual cash incentive compensation program. The Compensation Committee believes that, given our competitive industry, this pay-for-performance compensation strategy allows a biotechnology company in QLT’s position and size to competitively attract and retain talented executives while aligning the strategic interests of our executives and shareholders.

Following a review of each of the named executive officer’s scope and level of responsibility within QLT, on March 5, 2012, the Previous Board, following the recommendation of the previous Compensation Committee, adjusted the target annual award percentage for its Senior Vice Presidents and its Chief Financial Officer from 45% to 50% of base salary. Following a review of Radford comparative survey data, in April 2012, upon the recommendation of the previous Compensation Committee, the prior Board fixed Mr. Muller’s target annual award percentage at 50% of base salary, which reflected a target annual bonus at the 75^th percentile of our comparator group, and Mr. Muller’s total cash compensation at the 25^th percentile of our comparator group.

With the exception of Mr. Japgal, who was appointed Interim Chief Financial Officer in July 2012, the amount of annual cash incentive compensation that our executive officers were eligible to receive for 2012 as determined by the Previous Board in March 2012 was as follows:

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Mr. Jagpal’s target annual award percentage of base salary was fixed by the Board in November 2012 at 25% of base salary. According to Radford survey data, the target incentive for Mr. Jagpal as Interim Chief Financial Officer for 2012 falls around the 25^th percentile for Chief Financial Officer positions.

Executive officers with individual goals may attain between 0% and 200% of their individual goals depending on their performance, although the Compensation Committee has the discretion to recognize additional factors and award bonuses outside of this range. Executive officers with corporate goals may attain between 0% and 200% of a corporate goal depending on the extent to which the goal is achieved.

Establishing Goals

Individual Goals. In 2012, the criteria for assessing an individual named executive officer’s performance (other than that of the former CEO) was developed by the former CEO in consultation with the particular named executive officer and reviewed by the previous Compensation Committee. The individual goals were primarily objective and measurable, related to the individual named executive officer’s area of responsibility and were designed to facilitate the achievement of our corporate goals. The extent to which individual goals have been achieved or exceeded is determined largely from the annual performance recommendations for each of the other named executive officers prepared by the CEO or, currently, the Chairman of the Executive Transaction Committee, and approved by the Compensation Committee. Cash incentive compensation for the former CEO for 2012 was to have been determined based solely on achievement of the corporate goals as approved by the Previous Board.

Initial 2012 Corporate Goals. On March 5, 2012, on the recommendation of the previous Compensation Committee, the Previous Board approved the following specific 2012 corporate goals for QLT that had been initially developed by our former CEO in consultation with management and the previous Compensation Committee:

The corporate goals included base corporate goals which measure from 0 – 100% achievement and certain bonus goals which add up to an additional 55%. The Compensation Committee, however, has the discretion to recognize additional factors and assess QLT’s corporate goal achievement up to a maximum 200%. In determining whether QLT’s corporate goals have been achieved beyond 100% and up to a possible 200%, the Compensation Committee can consider factors and achievements it considers appropriate, including, but not limited to, the bonus corporate goals.

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Revised 2012 Corporate Goals. Beginning with the issuance of the Company’s press release on July 9, 2012, the Company’s Current Board of Directors refocused the Company on the following new corporate goals:

The Committee noted that while the Compensation Committee and the Current Board had not formally revised the 2012 corporate and individual executive goals in order to align the annual cash incentive awards with the new corporate goals and the new individual responsibilities given to the remaining executives, in assessing the performance of management for bonus plan purposes the Compensation Committee has discretion to recognize additional factors in assessing the Company’s corporate goal achievement and each person’s individual goal achievement. The Compensation Committee also noted that it has discretion to determine between 0% and 200% achievement of both corporate and individual goals. The Compensation Committee exercised its discretion and assessed the Company’s 2012 corporate performance against the revised corporate goals announced in the Company’s July 9, 2012 press release and each executive’s individual 2012 performance against the new responsibilities given to such executive following the adoption of the new corporate goals.

Achievement of Corporate and Individual Goals. The restructured Compensation Committee discussed the difficulties that the remaining employees and executives faced in their efforts to achieve the new corporate goals while the Company was in the midst of a transformative restructuring and reduction in force. The Compensation Committee also noted that all of the executives who had left the Company in connection with the reduction in force received severance pay pursuant to their change of control agreements with the Company that, in addition to a lump sum base salary payment for the applicable severance period, included amounts equal to full achievement of their annual cash incentive awards (as if all base corporate and individual goals were achieved but not exceeded) for the periods they were employed. The Compensation Committee considered these factors and the achievements of the Company in 2012, and concluded that the Company had achieved, partially achieved, or exceeded achievement of each of the above-noted new corporate goals, such that overall, the Company had achieved 100% of the corporate goals for cash incentive plan purposes.

The Compensation Committee also reviewed a recommendation made by the Executive Transition Committee for 2012 individual goal achievements and bonus assessment for the Company’s two remaining executive officers, Dr. Lussow, Senior Vice President, Business Development and Commercial Operations, and Mr. Jagpal, Chief Financial Officer. The Compensation Committee determined that Dr. Lussow achieved 150% of his individual goals, which resulted in a 2012 total incentive cash payment to Dr. Lussow of $180,244, and Mr. Jagpal achieved 175% of his individual goals, which resulted in a 2012 total incentive cash payment to Mr. Jagpal, based on his salary of $192,500, of $66,172.

Equity Awards

Equity compensation represents a significant portion of named executive officer total compensation at QLT. The amount and type of equity awards are intended to align our named executive officers’ interests with shareholder interests, increasing named executive officer compensation derived from sustained increases in the value of our common stock. These equity-based awards also serve as a retention incentive. In setting the equity compensation levels of our named executive officers, the Compensation Committee considers numerous factors, including the prior grants of stock options to the named executive officer, the level of responsibility

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and expected future contributions of the named executive officer, the performance of the named executive officer in the year, the total cash compensation level of the named executive officer, the fair value of long-term incentives awarded to executives in similar positions in our comparator group, and the ability of stock options to retain named executive officers.

QLT currently maintains one equity compensation plan, the QLT 2000 Incentive Stock Option Plan (the “2000 Plan”), as discussed under “Securities Authorized for Issuance under Equity Compensation Plans” below in this Annual Report, which provides for the issuance of stock options to directors, officers, employees and key consultants of QLT and its affiliates. Option grants are meant to directly link executive compensation to value creation for shareholders, and the amount (if any) each executive ultimately realizes from the options depends solely on the increase in value of our shares from the date of grant through the date of exercise. An amended and restated 2000 Plan is included for approval of the shareholders at this year’s Annual Meeting. As proposed, the amended and restated 2000 Plan would provide for the issuance of restricted stock units (RSUs).

Our Board has adopted a policy for granting equity awards to all employees, including our executive officers. Pursuant to that policy, and as was our practice in the past, only our Board or the Compensation Committee are authorized to grant equity awards and, except in the case of awards for new hires, equity awards will be decided once a year at a regularly scheduled meeting. Under the 2000 Plan, all stock option grants are approved after the market close and the exercise price of stock options will not be less than the closing price on the TSX on the date of grant.

All currently outstanding options granted to our named executive officers are exercisable for a term of five years and vest in 36 equal monthly instalments. In our view, monthly vesting over three years facilitates retention while also providing a program that is consistent with market practices to attract and retain talent. In addition, in the event a named executive officer’s employment is terminated without cause (other than due to a change of control), 50% of the options then unvested will automatically vest. Whether or not the executive officer’s employment with us continues following a change of control of QLT, 100% of the then unvested options will vest upon the occurrence of a change of control of QLT. These terms provide our executives with certain financial security that enhances our ability to attract and retain key employees.

With the exception of new hires, the Board typically grants stock options to its executive officers annually, following each annual general meeting of shareholders. Mr. Muller joined the Company in 2012 prior to the 2012 AGM and, following a review of benchmarking data from Radford by the previous Compensation Committee and the Previous Board, received a stock option grant of 250,000 stock options, reflecting a grant below the 75^th percentile of our comparator group.

In connection with the election of the Current Board at the 2012 AGM, and the change in composition of the executive officers following the 2012 AGM, the current Compensation Committee determined not to recommend the grant of stock options until such time as the Company was able to execute on the Current Board’s corporate goals and strategies and the new Compensation Committee received advice from compensation consultants respecting appropriate compensation for executives of QLT given the change in the size and strategy of QLT. With the exception of Mr. Muller, QLT did not grant any options to its executive officers in 2012.

Severance Payments and Benefits to Named Executive Officers

The four named executive officers who left the Company following the change in our Board of Directors at the 2012 AGM, Messrs. Butchofsky, Nelson and Muller, and Ms. Lupini, all received benefits under their change of control agreements with the Company entitling them to a severance payment equal to 24 months’ base salary in the case of Mr. Butchofsky, 18 months’ base salary in the case of Mr. Nelson and Ms. Lupini, and 12 months’ base salary in the case of Mr. Muller. Messrs. Butchofsky and Nelson and Ms. Lupini also received the maximum Registered Retirement Savings Plan matching contribution to which the executive officer would otherwise be entitled during the severance period, amounts in lieu of certain other health benefits for the severance period, rights to reimbursement for outplacement counselling, annual cash incentive compensation entitlement calculated at the target cash incentive compensation entitlement that would otherwise have been

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paid during the severance period, the target cash incentive compensation for the portion of the year prior to termination of employment and, except for Ms. Lupini, entitlement to relocation expense reimbursement. Mr. Muller received rights to reimbursement for outplacement counselling and costs for continuing health benefits coverage under QLT’s group health, dental and vision plans for up to a twelve month period, and the target cash incentive compensation for the portion of the year prior to termination of employment. See below “Post-Employment Compensation and Change in Control Arrangements”.

Under their stock option agreements with QLT, the unvested options granted to all of our named executive officers also vested upon the change of control of the Company at the 2012 AGM.

Dr. Lussow and Mr. Jagpal are also entitled to severance benefits under their employment and other agreements with the Company. See below “Post-Employment Compensation and Change in Control Arrangements”.

All of the change of control and severance benefits discussed above that the named executive officers received in 2012 or are entitled to receive under their existing agreements were approved by the previous Compensation Committee and Previous Board of Directors.

Chairman of Executive Transition Committee (Principal Executive Officer)

Mr. Aryeh served as the Chairman of the Executive Transition Committee from August 2, 2012 to February 16, 2013. No goals were set for Mr. Aryeh and he was not awarded a bonus in connection with his role as Chairman of the Executive Transition Committee. It is the Board’s view that Mr. Aryeh has been since his initial appointment to the Current Board on June 4, 2012 and continues to be as of the date of this Annual Report an “independent” member of the Current Board and does not consider Mr. Aryeh to be an executive officer of QLT. However, his internal designation as “Principal Executive Officer” of QLT during the period in 2012 in which he served as Chairman of the ETC may create the appearance that Mr. Aryeh performed certain executive officer functions on behalf of QLT during such time. The inclusion of Mr. Aryeh as a named executive officer is not intended to imply that he was at any time an executive officer of QLT, and should not be construed as such. See information in this Annual Report under the heading “Independence of Directors”.

Minimum Share Ownership Guidelines for Executive Officers.

To further align our executives’ financial interests with those of our shareholders, the Board, on the recommendation of the Compensation Committee, has approved share ownership guidelines for executive officers, encouraging share ownership as follows within five years after the latest of: (i) September, 2009 (the date of the implementation of the share ownership guidelines by the previous Board); (ii) the date the executive officer is hired; and (iii) the date the executive officer assumes a new position as an executive officer:

The value of QLT in-the-money vested stock options held by the executives is counted towards fulfilling the share ownership guidelines. The value of the shares owned for the purposes of fulfilling the share ownership guidelines is determined as the greater of the acquisition cost or the market value at the time of the determination. Compliance with the share ownership guidelines is evaluated on an annual basis by the Corporate Governance and Nominating Committee. As of April 15, 2013, Dr. Lussow had satisfied the guidelines. Mr. Jagpal is progressing toward satisfying the guidelines.

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Health and Life Benefits

Our named executive officers receive medical, dental, life insurance and other benefits generally made available to all of our employees. In addition, our named executive officers may participate in a screening and disease prevention program, under which our named executive officers and their immediate family members are eligible to obtain a full medical and disease prevention evaluation each year reimbursed by QLT as a taxable benefit and subject to certain fee caps agreed upon by QLT with the external benefit provider.

Registered Retirement Savings Plan (RRSP) Matching Program

Our named executive officers resident in Canada are eligible, along with all other QLT employees resident in Canada, to participate in our registered retirement savings plan (“RRSP”) matching program. Under this program, we match the amount contributed by the named executive officer into his or her RRSP annually (or into QLT’s group RRSP Plan) up to 50% of the annual maximum amount allowable by the Canada Revenue Agency, less any applicable tax withholdings.

Tax and Accounting Consideration

The Board and the Compensation Committee generally consider the financial accounting and tax implications of their named executive officer compensation decisions. While generally QLT is not subject to tax in the United States, when applicable, the Compensation Committee and the Board will consider the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) disallows a tax deduction for any publicly-held corporation for individual compensation exceeding $1.0 million in any taxable year for our CEO and each of the other named executive officers (other than our Chief Financial Officer), unless compensation is performance-based. The Compensation Committee, where it determines that Section 162(m) is applicable and it is reasonably practicable, will seek to qualify the variable compensation paid to our named executive officers for an exemption from the deductibility limitations of Section 162(m).

Compensation of Executive Officers

2012 Summary Compensation Table

The following table summarizes total compensation for the 2012, 2011 and 2010 fiscal years earned by our named executive officers. As discussed below under “Independence of Directors”, Mr. Aryeh, as Chairman of the ETC from June 4, 2012 through February 16, 2013, is included in this table because the four-person ETC served the function of the Company’s CEO during such time. Because of this and solely for the reason of providing our shareholders with comprehensive disclosure in accordance with principles of transparency and good corporate governance, we have included Mr. Aryeh as a named executive officer in the following tables. Mr. Aryeh was neither employed by QLT nor compensated by QLT other than as a director.

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Grants of Plan-Based Awards for the Fiscal Year Ended December 31, 2012

The following table provides certain information concerning each grant of an award made to a named executive officer in 2012.

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Outstanding Equity Awards at 2012 Fiscal Year-End Table

The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of 2012.

Option Exercises and Stock Vested Table

The following table provides information with respect to vested stock awards and option exercises during 2012 by our named executive officers.

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Pension Benefits and Nonqualified Deferred Compensation

We do not have any pension plans or nonqualified deferred compensation plans for our named executive officers.

Post-Employment Compensation and Change in Control Arrangements

We have entered into the employment agreements summarized below with our named executive officers.

Employment Agreement with Alexander R. Lussow, Ph.D. Dr. Lussow entered into an employment agreement with QLT pursuant to which, during his employment, he is entitled to base salary, cash incentive compensation under our cash incentive compensation plan, participation in our stock option plan, and other health-related benefits and registered retirement savings plan employer matching contributions. Except as stated below, in the event that QLT terminates the employment of Dr. Lussow without cause, the employment agreement provides that he is entitled to (a) twelve months’ notice, plus one additional month of base salary for each year of service (to a maximum of 24 months in total), (b) payment of salary and bonus earned to the date of termination as if all corporate and individual goals for that year have been achieved but not exceeded, (c) an amount to compensate him for lost benefits during the notice period, and (d) payment for outplacement counselling services to assist him in seeking alternative employment. Following termination of employment, Dr. Lussow will be bound by the terms of a non-competition and non-solicitation agreement, which prohibits him from participating in a competitive business or soliciting our customers or employees for a period of one year following the termination of his employment.

Employment Agreement with Sukhi Jagpal. On November 5, 2012, Mr. Jagpal entered into an amended and restated employment agreement with QLT, which was further amended on February 27, 2013. Under the terms of the employment agreement, as amended, Mr. Jagpal is entitled, while he is employed by QLT, to base salary, cash incentive compensation under our cash incentive compensation plan, participation in our stock option plan, and other health-related benefits and registered retirement savings plan employer matching contributions. In the event that QLT terminates the employment of Mr. Jagpal without cause or Mr. Jagpal terminates his employment upon at least 60 days’ prior written notice, the employment agreement provides that he is entitled to (a) twelve months’ base salary in a lump sum payment at the time of termination, (b) payment of salary and bonus earned to the date of termination as if all individual goals for that year have been achieved but not exceeded and all corporate goals, if any, will be calculated using the average percentage of the 3 years immediately preceding the year in which Mr. Jagpal’s employment is terminated, (c) provided that such continuation is approved by QLT’s insurance provider, continuation of health benefits for up to 12 months, or such earlier time as Mr. Jagpal commences an employment or consulting relationship with a third party, and (d) an amount equal to the RRSP matching payments Mr. Jagpal would otherwise have been eligible to receive until his termination date and from his termination date to the last day of his severance period. Following termination of employment, Mr. Jagpal will be bound by the terms of a non-competition and non-solicitation agreement, which prohibits him from participating in a competitive business or soliciting our customers or employees for a period of two years following the termination of his employment

Stock Options. Stock options that have been awarded to a named executive officer, but that have not vested upon termination, are to be dealt with pursuant to the terms of the stock option agreements entered into between QLT and its named executive officers, which provide:

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Change of Control Agreements. Separate change of control agreements were entered into with our named executive officers other than Messrs. Aryeh and Jagpal. The change of control agreements contain “double-trigger” change of control severance provisions, such that the change of control does not, by itself, trigger the severance entitlements. The change of control agreements provide that, in the event of termination by QLT of that executive officer’s employment without cause or by the executive officer after a triggering event (as the terms “cause” and “triggering event” are defined in the agreements) within a period of 24 months following a change of control in QLT, each executive officer will receive a severance payment equal to 18 months’ base salary (or in the case of Messrs. Butchofsky and Muller, 24 months and 12 months, respectively), the maximum Registered Retirement Savings Plan matching contribution to which the executive officer would otherwise be entitled during the severance period, amounts in lieu of certain other health and retirement benefits for the severance period, relocation expenses, outplacement counselling and (other than Mr. Muller) an annual cash incentive compensation entitlement calculated at the target cash incentive compensation entitlement that would otherwise have been paid during the severance period.

Under the stock option agreements entered into between QLT and its named executive officers (other than Mr. Aryeh), 100% of the then unvested options granted to the executive officers will vest upon the occurrence of a change in control.

A change of control includes an event in which any person acquires 35% or more of the voting securities of QLT, the sale of all or substantially all of the assets of QLT (other than to an affiliate of QLT or to an entity in which our shareholders held 65% of the voting securities prior to the sale), a merger or other reorganization involving QLT in which the original shareholders of QLT own less than 65% of the resulting merged entity, or a change in the majority of the directors on the Board in any consecutive 24 month period or less such that a majority of the Board members ceases to comprise individuals who either have been (a) Board members continuously since the beginning of such period, or (b) appointed or nominated for election as Board members during such period by at least a majority of the Board members described in subsection (a) above who were still in office at the time the Board approved such appointment or nomination.

All unvested options held by our named executive officers (other than Mr. Aryeh) vested upon the change of control at the 2012 AGM.

Potential Payments upon Termination or Change in Control. The amount of compensation payable to our named executive officers in the event of a termination of employment or a change in control is set forth in the tables below. The amounts in the tables below were calculated assuming the termination of the named executive officer’s employment occurred as of December 31, 2012.

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Jason M. Aryeh

Alexander Lussow

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Sukhi Jagpal

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Change in Control Agreements with and Payments to Former Officers.

Each of our former officers was a party to a change in control agreement with the Company, a description of which is set forth above under “Change of Control Agreements.” As a result of the “change of control” of the Company that occurred on June 4, 2012, when all incumbent directors who were in office immediately before the 2012 AGM were either not re-elected to the Board or resigned, and a new Board of Directors was elected, each of our former executive officers received payments upon their termination. Details of the amounts paid to each of our former executive officers as a result of the termination of such officer’s employment following the change of control are set forth below. Each of our former executive officer’s executed a release of all claims against the Company as a condition to receipt of the benefits described below.

Robert Butchofsky

Cameron R. Nelson