Common use of Payments on Termination Without Cause or for Good Reason Clause in Contracts

Payments on Termination Without Cause or for Good Reason. (a) If the Executive's employment with the Corporation is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will: (i) pay to the Executive an amount equal to the salary earned by Executive up to the Date of Termination and any outstanding vacation pay calculated as of such Date; (ii) reimburse the Executive in accordance with Section 3.6 for any expenses incurred by Executive up to and including the Date of Termination; (iii) subject to Sections 5.3(b) and (c), pay to the Executive an amount equivalent to the base salary that would have been payable to Executive, on the basis of Section 3.1, for the Severance Period, such payment to be made as a lump sum payment equivalent to six (6) months' base salary immediately upon termination of employment, with the remaining amount to be paid within twelve (12 ) months of the Date of Termination at such times as the Board of Directors shall determine in its discretion, but in such amounts and at such times as shall be not less than equal monthly installments and not more than twelve (12 ) such installments commencing thirty (30) days following the Date of Termination; (iv) maintain the Executive's benefits referred to in Section 3.2 for the Severance Period or, if that is not possible, pay to the Executive an amount equal to the cost of such benefits, grossed up so that the after tax value of the payments is equal to the cost of the benefits to the corporation; (v) give the Executive credit under the Corporation's pension plan for an additional period of service with the Corporation equal to the Severance Period or, if that is not possible, pay to the Executive an amount equal to the then present value of the benefits under the Corporation's pension plan attributable to such service, grossed up so that the after tax value of the payments is equal to then present value of the benefits; and (vi) permit the Executive to exercise at any time within six (6) months from the Date of Termination all options granted to the Executive on or after January 28, 2002 that would otherwise vest during the Severance Period and permit the Executive to exercise all other options vested on the Date of Termination within 30 days of the Date of Termination. Notwithstanding the foregoing, in no event may Executive exercise any option after the expiration of the Option Period (as defined under the Stock Option Plan in effect from time to time). (b) Notwithstanding the foregoing, the payments contemplated by Section 5.3(a)(iii), excluding the lump sum payment described therein, will be reduced by fifty per cent (50%) during any period when the Executive has obtained alternate employment or has otherwise mitigated any damages arising from the termination of his employment. The Executive has a duty to mitigate Executive's damages and will promptly notify the Corporation of such employment or mitigation. (c) In addition to receiving the payments referred to in Section 5.3(a)(iii), in the event there is a Change of Control and the Executive's employment is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, during the period beginning one (1) month prior to the Change of Control and ending six (6) months following the Change in Control, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will pay to the Executive an amount equivalent to six (6) months' base salary, on the basis of Section 3.1, such payment to be made immediately as a lump sum payment. Immediately upon the occurrence of Change of Control, all options granted to the Executive on or after February 1, 2002 which have not previously expired, shall immediately vest and become exercisable. Notwithstanding the foregoing or any other term of this agreement, in no event may any option be exercised after the expiration of the option period as defined under the stock option plan in effect from time to time. (d) The parties agree that the provisions of Section 5.3 are fair and reasonable and that the amounts payable by the Corporation to the Executive or for Executive's benefit pursuant to Section 5.3 are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of employment with the Corporation in the circumstances set out in this Section 5.3 and will not be construed as a penalty. (e) The parties agree that the payments under Section 5.3(a)(iii) and, if applicable, 5.3(c) will be deemed to include: (i) all termination pay and severance pay owing to the Executive pursuant to the Employment Standards Act (Ontario); (ii) any other or further amount of notice or pay in lieu thereof at common law or under any statute, in respect of the termination of Executive's employment.

Payments on Termination Without Cause or for Good Reason. (a) If the Executive's employment with the Corporation is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will: (i) pay to the Executive an amount equal to the salary earned by Executive him up to the Date of Termination and any outstanding vacation pay calculated as of such Date; (ii) reimburse the Executive in accordance with Section 3.6 for any expenses incurred by Executive him up to and including the Date of Termination; (iii) subject to Sections 5.3(b) and (c), pay to the Executive an amount equivalent to the base salary that would have been payable to Executivehim, on the basis of Section 3.1, for the Severance Period, such payment to be made as a lump sum payment equivalent to six (6) twelve months' base salary immediately upon termination of employment, with the remaining amount to be paid within twelve (12 12) months of the Date of Termination at such times as the Board board of Directors directors shall determine in its discretion, but in such amounts and at such times as shall be not less than equal monthly installments and not more than twelve (12 12) such installments commencing thirty (30) days following the Date of Termination; (iv) maintain the Executive's benefits referred to in Section 3.2 for the Severance Period or, if that is not possible, pay to the Executive an amount equal to the cost of such benefitsbenefits to the Corporation, grossed up so that the after tax value of the payments is equal to the cost of the benefits to the corporationCorporation; (v) give the Executive credit under the Corporation's pension plan for an additional period of service with the Corporation equal to the Severance Period or, if that is not possible, pay to the Executive an amount equal to the then present value of the benefits under the Corporation's pension plan attributable to such service, grossed up so that the after tax value of the payments is equal to then present value of the benefits; and; (vi) pay to the Executive an amount equivalent to the amount that would have been payable to him under incentive plans for the Severance Period, such amount to be calculated as a percentage of base salary at the Date of Termination, the percentage to be an average of the percentages used to calculate the Executive's incentive payment in the preceding two years; (vii) permit the Executive to exercise at any time within six (6) months from the Date of Termination all options granted to the Executive on or after January 28October 1, 2002 2001 that would otherwise vest during the Severance Period and permit the Executive to exercise all other options vested on the Date of Termination within 30 days of the Date of Termination. Notwithstanding ; (viii) continue the foregoing, automobile arrangements outlined in no event may Executive exercise any option after Section 3.7 for the expiration Severance Period. (ix) pay during the Severance Period the membership fees at Rideau Club pursuant to Section 3.10 of the Option Period (as defined under the Stock Option Plan in effect from time to time)this Agreement. (b) Notwithstanding the foregoing, the payments contemplated by Section 5.3(a)(iii), excluding the lump sum payment described therein, will be reduced by fifty per cent (50%) during any period when the Executive has obtained alternate employment or has otherwise mitigated any damages arising from the termination of his employment. The Executive has a duty to mitigate Executive's his damages and will promptly notify the Corporation of such employment or mitigation. (c) In addition to receiving the payments referred to in Notwithstanding Section 5.3(a)(iii), in the event there is a Change of Control and the Executive's employment is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, during the period beginning one (1) month prior to the Change of Control and ending six (6) months following the Change in Control, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will pay to the Executive an amount equivalent to six the twenty-four (624) months' base salary, on the basis of Section 3.1, such entire payment to be made immediately as a lump sum payment. Immediately upon the occurrence of Change of Control, all options granted together with such other payments to which the Executive on or after February 1, 2002 which have not previously expired, shall immediately vest and become exercisable. Notwithstanding the foregoing or any other term of this agreement, in no event may any option be exercised after the expiration of the option period as defined under the stock option plan in effect from time is entitled pursuant to timeSection 5.3(a)(i) to (ix). (d) The parties agree that the provisions of Section 5.3 are fair and reasonable and that the amounts payable by the Corporation to the Executive or for Executive's his benefit pursuant to Section 5.3 are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of his employment with the Corporation in the circumstances set out in this Section 5.3 and will not be construed as a penalty. (e) The parties agree that the penalty and such payments under Section 5.3(a)(iii) and, if applicable, 5.3(c) will be deemed to include: (i) include all termination pay and severance pay owing to the Executive pursuant to the Employment Standards Act (Ontario); (ii) any other or further amount of notice or pay in lieu thereof at common law or under any statute, in respect of the termination of Executive's his employment. (e) The parties agree that the payments under Section 5.3(a)(ii) or 5.3(c) will be deemed to include all termination pay and severance pay owing to the Executive pursuant to the Employment Standards Act (Ontario) in respect of the termination of his employment.

Payments on Termination Without Cause or for Good Reason. (a) If the Executive's employment with the Corporation is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will: (i) pay to the Executive an amount equal to the salary earned by Executive up to the Date of Termination and any outstanding vacation pay calculated as of such Date; (ii) reimburse the Executive in accordance with Section 3.6 for any expenses incurred by Executive up to and including the Date of Termination; (iii) subject to Sections 5.3(b) and (c), pay to the Executive an amount equivalent to the base salary that would have been payable to Executive, on the basis of Section 3.1, for the Severance Period, such payment to be made as a lump sum payment equivalent to six (6) months' base salary immediately upon termination of employment, with the remaining amount to be paid within twelve (12 ) months of the Date of Termination at such times as the Board of Directors shall determine in its discretion, but in such amounts and at such times as shall be not less than equal monthly installments and not more than twelve (12 ) such installments commencing thirty (30) days following the Date of Termination; (iv) maintain the Executive's benefits referred to in Section 3.2 for the Severance Period or, if that is not possible, pay to the Executive an amount equal to the cost of such benefits, grossed up so that the after tax value of the payments is equal to the cost of the benefits to the corporationbenefits; (v) give the Executive credit under the Corporation's pension plan for an additional period of service with the Corporation equal to the Severance Period or, if that is not possible, pay to the Executive an amount equal to the then present value of the benefits under the Corporation's pension plan attributable to such service, grossed up so that the after tax value of the payments is equal to then present value of the benefits; and (vi) permit the Executive to exercise at any time within six (6) months from the Date of Termination all options granted to the Executive on or after January 28, 2002 that would otherwise vest during the Severance Period and permit the Executive to exercise all other options vested on the Date of Termination within 30 days of the Date of Termination. Notwithstanding the foregoing, in no event may Executive exercise any option after the expiration of the Option Period (as defined under the Stock Option Plan in effect from time to time). (b) Notwithstanding the foregoing, the payments contemplated by Section 5.3(a)(iii), excluding the lump sum payment described therein, will be reduced by fifty per cent (50%) during any period when the Executive has obtained alternate employment or has otherwise mitigated any damages arising from the termination of his employment. The Executive has a duty to mitigate Executive's damages and will promptly notify the Corporation of such employment or mitigation. (c) In addition to receiving the payments referred to in Section 5.3(a)(iii), in the event there is a Change of Control and the Executive's employment is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, during the period beginning one (1) month prior to the Change of Control and ending six (6) months following the Change in Control, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will pay to the Executive an amount equivalent to six (6) months' base salary, on the basis of Section 3.1, such payment to be made immediately as a lump sum payment. Immediately upon the occurrence of Change of Control, all options granted to the Executive on or after February 1January 28, 2002 which have not previously expired, shall immediately vest and become exercisable. Notwithstanding the foregoing or any other term of this agreement, in no event may any option be exercised after the expiration of the option period as defined under the stock option plan in effect from time to time. (d) The parties agree that the provisions of Section 5.3 are fair and reasonable and that the amounts payable by the Corporation to the Executive or for Executive's benefit pursuant to Section 5.3 are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of employment with the Corporation in the circumstances set out in this Section 5.3 and will not be construed as a penalty. (e) The parties agree that the payments under Section 5.3(a)(iii) and, if applicable, 5.3(c) will be deemed to include: (i) all termination pay and severance pay owing to the Executive pursuant to the Employment Standards Act (Ontario); (ii) any other or further amount of notice or pay in lieu thereof at common law or under any statute, in respect of the termination of Executive's employment.

Payments on Termination Without Cause or for Good Reason. (a) If the Executive's employment with the Corporation is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will: (i) pay to the Executive an amount equal to the salary earned by Executive up to the Date of Termination and any outstanding vacation pay calculated as of such Date; (ii) reimburse the Executive in accordance with Section 3.6 for any expenses incurred by Executive up to and including the Date of Termination; (iii) subject to Sections 5.3(b) and (c), pay to the Executive an amount equivalent to the base salary that would have been payable to Executive, on the basis of Section 3.1, for the Severance Period, such payment to be made as a lump sum payment equivalent to six (6) months' base salary immediately upon termination of employment, with the remaining amount to be paid within twelve (12 ) months of the Date of Termination at such times as the Board of Directors shall determine in its discretion, but in such amounts and at such times as shall be not less than equal monthly installments and not more than twelve (12 ) such installments commencing thirty (30) days following the Date of Termination; (iv) maintain the Executive's benefits referred to in Section 3.2 for the Severance Period or, if that is not possible, pay to the Executive an amount equal to the cost of such benefitsbenefits to the Corporation, grossed up so that the after tax value of the payments is equal to the cost of the benefits to the corporationCorporation; (v) give the Executive credit under the Corporation's pension plan for an additional period of service with the Corporation equal to the Severance Period or, if that is not possible, pay to the Executive an amount equal to the then present value of the benefits under the Corporation's pension plan attributable to such service, grossed up so that the after tax value of the payments is equal to then present value of the benefits; and (vi) permit the Executive to exercise at any time within six (6) months from the Date of Termination all options granted to the Executive on or after January 28, 2002 that would otherwise vest during the Severance Period and permit the Executive to exercise all other options vested on the Date of Termination within 30 days of the Date of Termination. Notwithstanding the foregoing, in no event may Executive exercise any option after the expiration of the Option Period (as defined under the Stock Option Plan in effect from time to time). (b) Notwithstanding the foregoing, the payments contemplated by Section 5.3(a)(iii), excluding the lump sum payment described therein, will be reduced by fifty per cent (50%) during any period when the Executive has obtained alternate employment or has otherwise mitigated any damages arising from the termination of his employment. The Executive has a duty to mitigate Executive's damages and will promptly notify the Corporation of such employment or mitigation. (c) In addition to receiving the payments referred to in Section 5.3(a)(iii), in the event there is a Change of Control and the Executive's employment is terminated by the Corporation pursuant to Section 5.1 for any reason other than cause or Permanent Disability, or is terminated by the Executive pursuant to Section 5.2 for Good Reason, during the period beginning one (1) month prior to the Change of Control and ending six (6) months following the Change in Control, and subject to and conditional upon the Executive complying with the provisions of Article 6, the Corporation will pay to the Executive an amount equivalent to six (6) months' base salary, on the basis of Section 3.1, such payment to be made immediately as a lump sum payment. Immediately upon the occurrence of Change of Control, all options granted to the Executive on or after February 1, 2002 which have not previously expired, shall immediately vest and become exercisable. Notwithstanding the foregoing or any other term of this agreement, in no event may any option be exercised after the expiration of the option period as defined under the stock option plan in effect from time to time. (d) The parties agree that the provisions of Section 5.3 are fair and reasonable and that the amounts payable by the Corporation to the Executive or for Executive's benefit pursuant to Section 5.3 are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of employment with the Corporation in the circumstances set out in this Section 5.3 and will not be construed as a penalty. (e) The parties agree that the payments under Section 5.3(a)(iii) and, if applicable, 5.3(c) will be deemed to include: (i) all termination pay and severance pay owing to the Executive pursuant to the Employment Standards Act (Ontario); (ii) any other or further amount of notice or pay in lieu thereof at common law or under any statute, in respect of the termination of Executive's employment.