Common use of Severance and Employment Agreements Clause in Contracts

Severance and Employment Agreements. (a) Except as disclosed in the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer, employee or consultant in connection with the termination of his or her position or his or her employment following a change in control of the Company. The details of all such payment requirements, including the amounts and a description of the circumstances in which they must be paid, have been previously provided to Agnico-Eagle and such amounts do not and will not exceed $7 million in the aggregate. (b) None of the Company, any Subsidiary or the Joint Venture is a party to any collective bargaining agreement or subject to any application for certification or threatened on apparent union organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current pending or threatened strikes or lock-outs at any of the Company, any Subsidiary or the Joint Venture. (c) None of the Company, any Subsidiary or the Joint Venture is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of the Company, threatened, or any litigation, actual or, to the knowledge of the Company, threatened, relating to employment or termination of employment of employees, consultants or independent contractors. (d) Each of the Company, each Subsidiary and the Joint Venture has operated in accordance, in all material respects, with all applicable laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any board or tribunal with respect to any of the areas listed herein. (e) The Company Disclosure Statement sets out a complete and accurate list of the names of all individuals who are full-time or part-time employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of the Company or any Subsidiary (“Employees”). Such list includes all Employees as at the date hereof including any on lay-off or leave of absence, who have been absent continually from work for a period in excess of one month. (f) Except as disclosed in the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has made any commitment to provide, or any representation in respect of, any general increase in the compensation of any Employees (including any increase pursuant to a Benefit Plan) or any increase in any such compensation or bonus payable to any Employee, or to make any loan to, or to engage in any transaction with, any Employee, except in the usual, ordinary and regular course of business and consistent with past practice. (g) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canadian Pension Plan premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been reflected in the books and records of the Company. None of the Company, any Subsidiary or the Joint Venture has any material liabilities or any obligations whatsoever in respect of any retired or former Employee.

Severance and Employment Agreements. (a) Except as disclosed set out in the Disclosure Letter, the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has not entered into any written or oral agreement or understanding providing for severance severance, termination or termination other payments to any director, officer, employee or consultant in connection with the termination of his or her position or his or her employment following a change in control of the Company or otherwise on a change in control of the Company. The details amounts of all such payment requirements, including the amounts and a description of the circumstances in which they must be paid, have been previously provided to Agnico-Eagle and such amounts requirements do not and will not exceed $7 million 292,000 in the aggregate. (b) None of the Company, any Subsidiary or the Joint Venture The Company is not a party to any collective bargaining agreement or subject to any application for certification or threatened on or apparent union organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current pending or threatened strikes or lock-outs at any of the Company, any Subsidiary or the Joint Venture. (c) None of the Company, any Subsidiary or the Joint Venture The Company is not subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of the Company, threatened, or any litigation, actual or, to the knowledge of the Company, threatened, relating to employment or termination of employment of employees, consultants or independent contractors. (d) Each of the Company, each Subsidiary and the Joint Venture The Company has operated in accordance, in all material respects, with all applicable laws Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any board or tribunal with respect to any of the areas listed herein. (e) The Company Disclosure Statement Letter sets out a complete and accurate list of the names of all individuals who are full-time or part-time employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of the Company or any Subsidiary (“Employees”). Such list includes all Employees as at the date hereof including any on lay-off or leave of absence, who have been absent continually from work for a period in excess of one month. (f) Except as disclosed set out in the Disclosure Letter, the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has not made any commitment to provide, or any representation in respect of, any general increase in the compensation of any Employees (including any increase pursuant to a Benefit Plan) or any increase in any such compensation or bonus payable to any Employee, or to make any loan to, or to engage in any transaction with, any Employee, except in the usual, ordinary and regular course of business and consistent with past practice. (g) All accruals for unpaid vacation pay, premiums for unemployment employment insurance, health premiums, Canadian Pension Plan premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been reflected in the books and records of the Company. None of the Company, any Subsidiary or the Joint Venture The Company has any no material liabilities or any obligations whatsoever in respect of any retired or former Employee.

Severance and Employment Agreements. (a) Except as disclosed set out in the Company Disclosure StatementLetter, none of the Company, Company or any Company Subsidiary or the Joint Venture has entered into any written or oral agreement or understanding providing for severance severance, termination or termination other payments to any director, officer, employee or consultant in connection with the termination of his or her position or his or her employment following a change in control of the Company or on a change in control of the Company. The details of all such payment requirements, including the amounts and a description of the circumstances in which they must be paid, have been previously provided to Agnico-Eagle the Offeror and such amounts do not and will not exceed $7 million 823,000 in the aggregate. (b) None of the Company, Company or any Company Subsidiary or the Joint Venture is a party to any collective bargaining agreement or subject to any application for certification or threatened on or apparent union organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current pending or threatened strikes or lock-outs at the Company or any of the Company, any Subsidiary or the Joint VentureCompany Subsidiary. (c) None of the Company, Company or any Company Subsidiary or the Joint Venture is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of the Company, threatened, or any litigation, actual or, to the knowledge of the Company, threatened, relating to employment or termination of employment of employees, consultants or independent contractors. (d) Each of the Company, Company and each Company Subsidiary and the Joint Venture has operated in accordance, in all material respects, with all applicable laws Law with respect to employment and labour, including, but not limited to, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any board or tribunal with respect to any of the areas listed herein. (e) The Company Disclosure Statement Letter sets out a complete and accurate list of the names of all individuals who are full-time or part-time employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of the Company or any Company Subsidiary (“Employees”). Such list includes all Employees as at the date hereof including any on lay-off or leave of absence, who have been absent continually from work for a period in excess of one month. (f) Except as disclosed set out in the Company Disclosure StatementLetter, none of the Company, Company or any Company Subsidiary or the Joint Venture has made any commitment to provide, or any representation in respect of, any general increase in the compensation of any Employees (including any increase pursuant to a Benefit Plan) or any increase in any such compensation or bonus payable to any Employee, or to make any loan to, or to engage in any transaction with, any Employee, except in the usual, ordinary and regular course of business and consistent with past practice. (g) All accruals for unpaid vacation pay, premiums for unemployment employment insurance, health premiums, Canadian Pension Plan premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been reflected in the books and records of the Company. None of the Company, Company or any Company Subsidiary or the Joint Venture has any material liabilities or any obligations whatsoever in respect of any retired or former Employee.

Severance and Employment Agreements. (a) Except as disclosed set out in Section 16(a) of the Disclosure Letter, the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has not entered into any written or oral agreement or understanding providing for severance severance, termination or termination other payments to any director, officer, employee or consultant in connection with the termination of his or her position or his or her employment following a change in control of the Company or on a change in control of the Company. The details of all such payment requirements, including the amounts and a description of the circumstances in which they must be paid, have been previously provided to Agnico-Eagle the Acquiror and such amounts do not and will shall not exceed $7 million 144,000 and US$150,000, in the aggregate. (b) None of the Company, any Subsidiary or the Joint Venture The Company is not a party to any collective bargaining agreement or subject to any application for certification or threatened on or apparent union organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current pending or threatened strikes or strikes, lock-outs or work slowdowns or stoppages at the Company and there has not been any of such strike, lock-out or work slowdown or stoppage in the Company, any Subsidiary or the Joint Venturelast five years. (c) None of the Company, any Subsidiary or the Joint Venture The Company is not subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of the Company, threatened, or any litigation, actual or, to the knowledge of the Company, threatened, relating to employment or termination of employment of employees, consultants or independent contractors. (d) Each of the Company, each Subsidiary and the Joint Venture The Company has operated in accordance, in all material respects, with all applicable laws Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ ' compensation, human rights and labour relations and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any board or tribunal with respect to any of the areas listed herein. (e) The Company Disclosure Statement sets out a complete and accurate list of the names of all individuals who are full-time or part-time employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of the Company or any Subsidiary (“Employees”). Such list includes all Employees as at the date hereof including any on lay-off or leave of absence, who have been absent continually from work for a period in excess of one month. (f) Except as disclosed in the Company Disclosure Statement, none of the Company, any Subsidiary or the Joint Venture has made any commitment to provide, or any representation in respect of, any general increase in the compensation of any Employees (including any increase pursuant to a Benefit Plan) or any increase in any such compensation or bonus payable to any Employee, or to make any loan to, or to engage in any transaction with, any Employee, except in the usual, ordinary and regular course of business and consistent with past practice. (g) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canadian Pension Plan premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been reflected in the books and records of the Company. None of the Company, any Subsidiary or the Joint Venture has any material liabilities or any obligations whatsoever in respect of any retired or former Employee.