Common use of Term of Employment and Termination Clause in Contracts

Term of Employment and Termination. 5.1 The term of the Employee’s employment pursuant to this Agreement shall commence on May 1, 2001 and continue until such time as it is terminated pursuant to this section 5. 5.2 The Company may terminate the Employee’s employment at any time with no notice, for cause. If this Agreement and the Employee’s employment are terminated for cause, no notice, pay in lieu of notice, Salary, benefits, stock options shall be paid or payable to the Employee after or as a result of such termination. 5.3 The Company may terminate the Employee’s employment at any time, without cause, upon providing to the Employee: (a) three months of notice or payment of three months’ Salary in lieu of notice or a combination thereof; and (b) one additional month of notice or Salary in lieu of notice or combination thereof for each of the Employee’s completed years of service after January 2, 2001. 5.4 The amount of notice in writing or pay in lieu of notice or combination thereof provided for in section 5.3 is inclusive of any entitlement to notice or pay in lieu pursuant to the Employment Standards Act, R.S.B.C. 1996, c.113. 5.5 Notwithstanding the terms of the Stock Option Plan, in the event the Employee’s employment is terminated by the Company without cause then any stock options granted to the Employee shall cease to vest on the effective date of termination pursuant to the notice of termination and shall be exercisable in accordance with the terms of the Stock Option Plan and, subject to the Stock Option Plan or stock option agreement, shall remain exercisable until 90 days following the Employee’s last day of work. 5.6 If prior to the termination of this Agreement, there is a Change in Control (as such term is defined herein) and in the next 6 month period following the Change in Control (“Protection Period”), any of the following occur: (a) the Employee’s employment is terminated for reasons other than cause, permanent disability or death; or (b) the Employee resigns within 30 days following: (i) a material change (other than a change that is clearly and exclusively consistent with a promotion) in the Employee’s position, duties, responsibilities, title or office in effect immediately prior to the Change in Control; (ii) a failure by the Company to increase the Employee’s Salary or other forms of compensation in a manner consistent with increases granted generally to the Company’s other executives; (iii) a decrease in the Employee’s Salary or a material decrease in the Employee’s other compensation; (iv) a relocation of the Employee’s principal place of employment outside the Greater Vancouver Regional District, without the Employee’s consent; or (v) any action or event that would constitute a constructive dismissal of the Employee at common law, provided and only if such change, reduction or relocation is effected by the Company during the Protection Period and without the Employee’s consent, then this Agreement shall be deemed to have been terminated by the Company and the Company shall provide the Employee, in lieu of notice, and in lieu of any payment described in section 5.3 of this Agreement, an amount equal to 6 months of Salary plus one month of Salary for each of the Employee’s completed year of service after January 2, 2001 and the Company shall immediately vest any stock options granted pursuant to section 2.5 herein, which shall be exercisable in accordance with the terms of the Stock Option Plan or any other stock option plan or agreement pursuant to which options were granted. 5.7 For the purposes of this Agreement, “Change in Control” means: