On December 21, 2012, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of ExamWorks Group, Inc. (the "Company") approved fiscal year 2013 compensation packages for its named executive officers ("NEOs") and other executive officers in connection with its review of the Company's compensation policies and practices in 2012. Consistent with its policy of aligning the interests of the Company's employees with the interests of its stockholders, the Committee again approved a compensation structure with meaningful equity and performance components, the ultimate value of which will depend on the Company's financial results and the market value of its stock.

For each NEO and executive officer, total annual compensation will consist of the following: base salary will represent 40% of total compensation for the year, a base issuance of restricted shares (the "Base Restricted Shares") will represent 30% of total compensation, and a bonus payable in restricted shares (the "Restricted Share Bonus") will represent, at Target performance (as discussed below), 30% of total compensation.

Each of the Executive Chairman's and CEO's 2013 compensation packages were changed from the 2012 packages to normalize them with the packages of the other NEOs and executive officers, resulting in an increase in their base salary component from 25% to 40% of total compensation and a decrease in their base equity component from 50% to 30% of total compensation over 2012 levels. For each of the other NEOs and executive officers, equity and cash percentages, including base salaries, remain unchanged from 2012 levels. While base equity compensation was paid in stock options in 2012, all equity awards included in the 2013 compensation packages will be made in restricted shares.

Any Restricted Share Bonuses will be awarded in early 2014 based upon the Company's adjusted EBITDA performance during the 2013 fiscal year. The Restricted Share Bonuses will vary depending on the Company's percentage achievement of the 2013 fiscal year adjusted EBITDA performance target (the "Target") set by the Committee. No Restricted Share Bonuses will be awarded if the adjusted EBITDA performance is at or less than 93.1% of the Target, and the maximum Restricted Share Bonuses achievable equals two times the Restricted Share Bonus awarded at 100% of the Target, which will be paid if the adjusted EBITDA performance is at least 106.8% of the Target. The Committee believes that the Target is appropriately challenging to achieve and yet provides appropriate incentive for performance since performance at 100% of Target requires a meaningful increase to adjusted EBITDA performance compared to 2012 forecasts, pro forma for acquisitions completed in 2012. If awarded, the Restricted Share Bonuses would vest one-half on June 1, 2014 and one-half on June 1, 2015.

The Base Restricted Shares are expected to be issued in the first week of January 2013 with a value equal to the fair market value of the underlying shares on the date of issuance and will vest in one-third increments with first vesting occurring on or around March 4, 2014, the second on or around March 4, 2015, and the third on or around March 4, 2016.

The Base Restricted Shares and Restricted Share Bonuses will be issued under and subject to the terms of the Company's 2008 Amended and Restated Stock Incentive Plan, as amended. In addition, the Committee reserved the right to pay discretionary bonuses for fiscal year 2013 to account for unanticipated, unusual or extraordinary circumstances or performance.

For 2013, a summary of NEO compensation is as follows:

  NEO                    Base Salary   Base            Restricted Share
                                       Restricted      Bonus Target
                                       Share Value     Value*
  Richard E. Perlman,    $750,000      75% of Base     75% of Base
  Executive Chairman                   Salary          Salary
  James K. Price,        $750,000      75% of Base     75% of Base
  Chief Executive                      Salary          Salary
  Officer
  Wesley J. Campbell,    $400,000      75% of Base     75% of Base
  President                            Salary          Salary
  J. Miguel Fernandez    $375,000      75% of Base     75% of Base
  de Castro,                           Salary          Salary
  Chief Financial
  Officer, Senior
  Executive Vice
  President, and
  Treasurer
  Kevin J. Kozlowski,    $300,000      75% of Base     75% of Base
  Chief                                Salary          Salary
  Information Officer

* Assumes adjusted EBITDA performance at 100% of Target. Restricted Share Bonus Target Value will decrease or increase based on performance within the predetermined range as discussed above.