Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2): (a) a lump sum equal to the Monthly Base Fee as at the Termination Date, multiplied by the number of months in the Notice Period; (b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and (c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties. 9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions: (a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation; (b) any withholdings or deductions required by law to be made by the Corporation; and (c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive. 9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause. 9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.
Appears in 3 contracts
Samples: Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp)
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) a lump sum equal to the Monthly Base Fee as at the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's ’s Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's ’s average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's ’s employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's ’s right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.
Appears in 3 contracts
Samples: Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp)
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the ExecutiveEmployee's employment with the Corporation:
(a) at any time, for any reason, upon written Notice to the ExecutiveEmployee, in which case case:
(i) the Corporation shall provide the Executive with the following (subject pay to the conditions set out in Article 9.2):
(a) Employee a lump sum retiring allowance ("Retiring Allowance") equal to the Monthly Base Fee as at Remuneration immediately prior to the Termination Date, multiplied by the number of months 6, in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Employee against the Corporation or any Related Corporation, arising out of or in any way connected to with the ExecutiveEmployee's employment with the Corporation or any Related Corporation, or the termination of such employmentthe Employee's employment with the Corporation, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.;
9.2 Payment (ii) the number of the amounts months set out forth in Article 9.1 shall be subject to the following conditions:9.1
(a) (i) shall be increased by one month per year of service commencing on January 1, 2003, increasing to 7 months, and then each and every year thereafter, and the prior execution by the Executive number of months shall be capped at a settlement agreement and release and indemnity in favour total of the Corporation and any Related Corporations18 months, in a form reasonably acceptable to the Corporationeffective January 1, 2013;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(ciii) the ExecutiveEmployee's right to receive the payment under this Article 9.1 9.1
(a) shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.the obligation of the Corporation to make payments under this Article 9.1
9.3 The (a) shall be subject to any and all withholdings and deductions required to be made by the Corporation by law, subject to the Corporation that the Employee shall have the right, at the option of the Employee, (A) to receive such Retiring Allowance in a lump sum within 30 days following the Termination Date, or (B) to receive such Retiring Allowance in 12 equal consecutive monthly installments commencing the month immediately following the Termination Date, together with interest on the unpaid balance at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (C) to receive such Retirement Allowance in 24 equal consecutive monthly payments commencing the Termination Date together with interest on the unpaid balanced at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (D) to transfer such portion of the Retirement Allowance to a qualified deferred income tax shelter plan proposed by the Employee, or other plan by the employee to receive the Retiring Allowance in a tax effective manner, providing such proposals be in compliance with the provisions of the Income Tax Act (Canada) and the regulations thereunder, and then receive the balance as allowed per his election under A, B, or C of this Article 9.1(a)(iv);
(iv) payment under this Article 9.1
(a) shall be subject to the prior execution by the Employee of a release and indemnity in favour of the Corporation and any Related Corporations, in the form of the release that is attached hereto as Schedule "E";
(v) for the purpose of calculating the Bonus Plan element of Remuneration in calculating the Retiring Allowance of Employee, should the employee be entitled to terminate a Retiring Allowance during the period up to December 31st 2001 than the amount of the bonus to be included in the calculation of the Retiring Allowance will be that earned during the calendar year ending December 31st, 2001, and should the Employee be entitled to a Retiring Allowance during the period between January 1st, 2002 to December 31st 2002 then the amount of the bonus to be included in the calculation of the Retiring Allowance will be the average bonus earned during the calendar years ending December 31st, 2001 and December 31st, 2002, and should the employee be entitled to a Retiring Allowance in any year during the term of this Agreement and agreement after December 31st 2002 then the Executive's employment with amount of the bonus to be included in the calculation of the Retiring Allowance will be the average of the bonus earned during the two previous calendar years; and
(vi) the Corporation shall have the right to set-off against any payments to the Employee under this Article 9.1
(a) any amount which the Employee owes to the Corporation; or
(b) at any time, without notice, pay notice or payment in lieu of notice or any other form of severance or termination paynotice, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.
Appears in 2 contracts
Samples: Employment Agreement (Watchout Inc), Employment Agreement (Watchout Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the 7.1 The Corporation shall be entitled to terminate this Agreement and the ExecutiveEmployee's employment with the Corporation:
(A) at any time, for any reason, upon written Notice to the ExecutiveEmployee, in which case case:
(I) prior to completion of the first twelve months of employment, the Corporation shall provide the Executive with the following (subject pay to the conditions set out in Article 9.2):
(a) Employee a lump sum retiring allowance ("Retiring Allowance") equal to the Monthly Base Fee as at Remuneration divided by four (4) for each month immediately prior to the Termination Date, multiplied by the number of months employed, in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Employee against the Corporation or any Related Corporation, arising out of or in any way connected to with the ExecutiveEmployee's employment with the Corporation or any Related Corporation, or the termination of such employmentthe Employee's employment with the Corporation, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.;
9.2 Payment (II) after the first twelve months of employment, the Corporation shall pay to the Employee a lump sum retiring allowance ("Retiring Allowance") equal to the Monthly Remuneration immediately prior to the Termination Date, multiplied by 9, in full and final settlement of any claims by the Employee against the Corporation or any Related Corporation, arising out of or in any way connected with the Employee's employment with the Corporation or the termination of the amounts set out in Employee's employment with the Corporation, whether at common law or under the provision of any statute or regulation, or pursuant to any agreement between the Parties;
(III) the Employee's right to receive the payment under this Article 9.1 shall be subject to the following conditions:9.1
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.obligation of the Corporation or the directors to make payments under this Article 9.1
9.3 The Corporation (a) shall be entitled subject to terminate this Agreement any and all withholdings and deductions required to be made by the Corporation by law, subject to the Corporation that the Employee shall have the right, at the option of the Employee, (A) to receive such Retiring Allowance in a lump sum within 30 days following the Termination Date, or (B) to receive such Retiring Allowance in 12 equal consecutive monthly installments commencing the month immediately following the Termination Date, together with interest on the unpaid balance at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (C) to receive such Retirement Allowance in 24 equal consecutive monthly payments commencing the Termination Date together with interest on the unpaid balanced at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (D) to transfer such portion of the Retirement Allowance to a qualified deferred income tax shelter plan proposed by the Employee, or other plan by the employee to receive the Retiring Allowance in a tax effective manner, providing such proposals be in compliance with the provisions of the Income Tax Act (Canada) and the Executive's employment with regulations thereunder, and then receive the Corporation at any timebalance as allowed per his election under A, without noticeB, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision C of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.9.1(a)(iv);
Appears in 2 contracts
Samples: Employment Agreement (Phon Net Com Inc), Employment Agreement (Phon Net Com Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice PeriodSeverance Factor;
(b) a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice PeriodSeverance Factor; and
(c) a further lump sum payment equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice PeriodSeverance Factor. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 . Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee salary and Benefits earned up to the Termination Date.
Appears in 2 contracts
Samples: Executive Employment Agreement (Oilsands Quest Inc), Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject of Executive Because of Executive's Disability, Injury or Illness. The Corporation shall have the right to terminate the Executive's employment if the Executive is unable to perform the duties assigned to him by the Corporation because of the Executive's disability, injury or illness (as such terms may be defined under the applicable disability plan covering the Executive); provided, however, that in the event of such disability, injury or illness, the Executive's inability to perform such duties must have existed for a total of six (6) months in any consecutive twelve (12) month period before such termination can be made effective. The Corporation's determination as to whether the Executive has incurred a disability, injury or illness permitting the termination of this Agreement, shall be made in good faith by the Board of Directors based on the opinion of a licensed physician selected by the Corporation or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. If the Corporation shall terminate the Executive's employment pursuant to this Section 9.312(b), the Corporation shall be entitled obligated (i to terminate pay to the Executive the Annual Salary and earned portion of the Annual Incentive Bonus then in effect payable to the Executive pursuant to this Agreement Agreement, accrued up to and including the date on which the Executive's employment at any timeis so terminated, and (ii) to provide Employee Benefits for any reason, upon written Notice an additional twelve months after the date of termination to the Executive, in which case the Corporation shall provide extent the Executive with the following (subject remains eligible to continue to participate in such Employee Benefits pursuant to the terms and conditions set out in Article 9.2):
(a) a lump sum equal of such policies, programs or plans. Notwithstanding anything to the Monthly Base Fee as at contrary in this Agreement, the Termination Date, multiplied Corporation's obligations to make payments to the Executive for his Annual Salary shall be reduced by any amounts actually paid to the Executive pursuant to any disability insurance payments received by the number of months in the Notice Period;
(b) a lump sum equal Executive pursuant to the value Employee Benefits or otherwise. In the event of a termination of the Executive's Benefits (which value shall be deemed employment pursuant to be the monthly cost to the Corporation excluding GST and similar taxesthis Section 12(b), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination retain all Options vested pursuant to Section 4(c) hereof as of the Executive’s employment by date of termination and if such termination occurs prior to September 30, 2002, then the Corporation for any reasonOptions otherwise vesting through and including September 30, 2002 shall be accelerated and shall vest effective upon the Executive shall receive any Base Fee and Benefits earned up to the Termination Datedate of termination.
Appears in 1 contract
Termination by Corporation. 9.1 Subject to Section 9.39.3 and Section 9.5, the Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation Executive shall provide the Executive with be entitled to receive the following (compensation from the Corporation, subject to the conditions set out in Article Section 9.2)::
(a) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice Period;
(b) a further lump sum payment equal to the value of the Executive's Benefits ’s benefits (which value shall be deemed to be the monthly cost to the Corporation Employer excluding GST and or similar taxes), multiplied by the number of months in the Notice Period; and;
(c) a further lump sum payment equal to the Executive's ’s average annual bonuses Annual Bonus during the last three fiscal (3) calendar years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal (3) calendar years, then for the period of employment preceding the Termination Datetermination), divided by 12 twelve (12) and multiplied by the number of months in the Notice Period. ; and
(d) accelerated vesting of all unvested stock options granted to the Executive pursuant to the Article 6.3 hereof; Payment of the amounts amount set out in this Article Section 9.1 and the accelerated vesting of stock options shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation’s employment, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Partiesparties.
9.2 Payment of the amounts set out in Article Section 9.1 shall be subject to the following Terms and conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's ’s right to receive payment under Article the payments referred to in Section 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
9.5 Notwithstanding Section 9.1, in the event that the Executive’s employment is terminated by the Corporation for any reason during the three (3) month period immediately following the Effective Date, the Corporation shall not be required to provide any compensation to the Executive other than the Signing Bonus and any Base Salary and Benefits earned by the Executive up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):case:
(a) a lump sum equal subject to the Monthly Base Fee as at the Termination DateSections 9.2 and 10.3, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if shall pay the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months following amounts in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of of, or in any way connected to to, the Executive's ’s employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(ai) Base Salary for the prior execution by Severance Period; plus
(ii) a lump sum equal to the Executive cost to the Corporation to provide the Benefits referred to in Article VI hereof during the Severance Period, with the exception of a settlement agreement and release and indemnity in favour any registered pension plans of the Corporation and or any Related CorporationsCorporation, in a form reasonably acceptable to or any supplementary pension benefits that the CorporationExecutive may be entitled to, or any benefit or entitlement the Executive may have or have had under any registered pension plan or supplementary pension benefits;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's ’s right to receive the payment under Article this Section 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive;
(c) the obligation of the Corporation to make payments under this Section 9.1 shall be subject to any and all withholdings and deductions required to be made by the Corporation by law;
(d) payment under this Section 9.1 shall be subject to the prior execution by the Executive of a Settlement Agreement and Release, on terms acceptable to the Corporation acting reasonably; and
(e) the Executive hereby grants the Corporation the right to set-off against any payments to the Executive under this Section 9.1 any amount which the Executive owes to the Corporation, whether immediately due and owing or not.
9.3 9.2 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay notice or payment in lieu of notice or any other form of severance or termination paynotice, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Canada Southern Petroleum LTD)
Termination by Corporation. 9.1 Subject to Section 9.3, the 5.1 The Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, . for any reason, . upon written Notice to the ExecutiveConsultant, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):case:
(a) a lump sum equal subject to the Monthly Base Fee as at the Termination DateSection 6.3, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by shall pay the number of months Consultant the following amounts in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Consultant against the Corporation or any Related Corporation, arising out of of, or in any way connected to the Executive's employment to, this Agreement with the Corporation or any Related Corporation, or the termination of such employmentAgreement, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(ai) Remaining compensation calculated for the prior execution Severance Period calculated based upon an average number of months remaining in the Term multiplied by the Executive monthly Consulting Fee. The minimum compensation to be 6 months pay and the maximum compensation not to exceed 12 months of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporationpay;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's Consultant’s right to receive the payment under Article 9.1 this Section 5.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.Consultant;
9.3 The (c) payment under this Section 5.1 shall be subject to the prior execution by the Consultant of a Settlement Agreement and Release, on terms acceptable to the Corporation acting reasonably;
(d) one hundred percent (100%) of the unvested portion of all stock options held by the Consultant as of the Termination Date shall be deemed vested and the Consultant shall be entitled to terminate this Agreement and exercise such stock options for a period of six (6) months following the Executive's employment with Termination Date; and
(e) one hundred percent (100%) of the Corporation at any time, without notice, pay in lieu Pooled Shares as of notice or any other form of severance or termination pay, for Causethe Termination Date shall become Saleable Shares.
9.4 5.2 Notwithstanding any other term or provision the terms of this Article 9section 5.1 above, upon termination of if the Executive’s employment Consultant is terminated by the Corporation for any reasonCause, the Executive Consultant shall receive he terminated immediately and the Corporation shall only be required to pay the Consultant any Base Fee and Benefits Compensation earned up to the Termination Date. One hundred percent (100%) of the unvested portion of all stock options held by the Consultant as of the Termination Date shall he cancelled as of the Termination Date and all of the Pooled Shares that have not become Saleable Shares as of the Termination Date shall be tendered to the Corporation forthwith to be returned to treasury, subject to the terms of the Notes and the Pledge Agreements.
Appears in 1 contract
Samples: Executive Consulting Agreement (Edge Resources Inc.)
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to reason in the Executiveabsence of Cause, in which case the Corporation Executive shall provide the Executive with the following (subject be entitled to the conditions set out in Article 9.2):receive compensation as follows:
(a) a lump sum equal all Salary earned, but not yet paid, up to the Monthly Base Fee last day actually worked by the Executive (the “Termination Date”), as at well as all vacation pay due and owing as of the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Periodany accrued but unpaid Annual Bonuses; and
(c) a further lump sum retiring allowance equal to $135,000 plus the Executive's annual average annual bonuses during of any Annual Bonus amounts over the last three fiscal years preceding the Termination Date previous two (or, if the Executive has been employed for less than three fiscal 2) years, then for the period . The above amounts will be paid within fifteen (15) days of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 amount shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporationemployment, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Partiesparties, with the sole exception of any right of the Employee to indemnification or insurance under this Agreement.
9.2 Payment of the amounts set out in Article Section 9.1 shall be subject to the following terms and conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably on terms acceptable to the Corporation;, acting reasonably; and
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 If the Executive’s employment is terminated for any reason in the absence of Cause within six (6) months following a Change of Control, the Executive shall be entitled to the payments in accordance with Sections 9.1(a), (b) and (c), and the immediate vesting of any unvested securities under the Option Plan granted to the Executive prior to the Change in Control.
9.4 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 9.5 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Termination by Corporation. 9.1 Subject to Section 9.3, the 5.1 The Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the ExecutiveConsultant, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):case:
(a) a lump sum equal subject to the Monthly Base Fee as at the Termination DateSection 6.3, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by shall pay the number of months Consultant the following amounts in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Consultant against the Corporation or any Related Corporation, arising out of of, or in any way connected to the Executive's employment to, this Agreement with the Corporation or any Related Corporation, or the termination of such employmentAgreement, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(ai) Remaining compensation calculated for the prior execution Severance Period calculated based upon an average number of months remaining in the Term multiplied by the Executive monthly Consulting Fee. The minimum compensation to be 6 months pay and the maximum compensation not to exceed 12 months of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporationpay;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's Consultant’s right to receive the payment under Article 9.1 this Section 5.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.Consultant;
9.3 The (c) payment under this Section 5.1 shall be subject to the prior execution by the Consultant of a Settlement Agreement and Release, on terms acceptable to the Corporation acting reasonably;
(d) one hundred percent (100%) of the unvested portion of all stock options held by the Consultant as of the Termination Date shall be deemed vested and the Consultant shall be entitled to terminate this Agreement and exercise such stock options for a period of six (6) months following the Executive's employment with Termination Date; and
(e) one hundred percent (100%) of the Corporation at any time, without notice, pay in lieu Pooled Shares as of notice or any other form of severance or termination pay, for Causethe Termination Date shall become Saleable Shares.
9.4 5.2 Notwithstanding any other term or provision the terms of this Article 9section 5.1 above, upon termination of if the Executive’s employment Consultant is terminated by the Corporation for any reasonCause, the Executive Consultant shall receive be terminated immediately and the Corporation shall only be required to pay the Consultant any Base Fee and Benefits Compensation earned up to the Termination Date. One hundred percent (100%) of the unvested portion of all stock options held by the Consultant as of the Termination Date shall be cancelled as of the Termination Date and all of the Pooled Shares that have not become Saleable Shares as of the Termination Date shall be tendered to the Corporation forthwith to be returned to treasury, subject to the terms of the Notes and the Pledge Agreements.
Appears in 1 contract
Samples: Executive Consulting Agreement (Edge Resources Inc.)
Termination by Corporation. 9.1 Subject to Section 9.39.3 and Section 9.5, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation Executive shall provide the Executive with be entitled to receive the following (compensation from the Corporation, subject to the conditions set out in Article Section 9.2)::
(a) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice Period;
(b) a further lump sum payment equal to the value of the Executive's Benefits benefits (which value shall be deemed to be the monthly cost to the Corporation Employer excluding GST and or similar taxes), multiplied by the number of months in the Notice Period; and;
(c) a further lump sum payment equal to the Executive's average annual bonuses Annual Bonus during the last three fiscal (3) calendar years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal (3) calendar years, then for the period of employment preceding the Termination Datetermination), divided by 12 twelve (12) and multiplied by the number of months in the Notice Period. ; and
(d) accelerated vesting of all unvested stock options granted to the Executive pursuant to the Article 6.3 hereof; Payment of the amounts amount set out in this Article Section 9.1 and the accelerated vesting of stock options shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporationemployment, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Partiesparties.
9.2 Payment of the amounts set out in Article Section 9.1 shall be subject to the following Terms and conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article the payments referred to in Section 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
9.5 Notwithstanding Section 9.1, in the event that the Executive's employment is terminated by the Corporation for any reason during the three (3) month period immediately following the Effective Date, the Corporation shall not be required to provide any compensation to the Executive other than the Signing Bonus and any Base Salary and Benefits earned by the Executive up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Canwest Petroleum Corp)
Termination by Corporation. 9.1 Subject of Executive Because of Executive's Disability, Injury or Illness. The Corporation shall have the right to terminate the Executive's employment if the Executive is unable to perform the duties assigned to him by the Corporation because of the Executive's disability, injury or illness (as such terms may be defined under the applicable disability plan covering the Executive); provided, however, that in the event of such disability, injury or illness, the Executive's inability to perform such duties must have existed for (x) the period for eligibility for coverage set forth in the long-term disability policy maintained by the Corporation, or (y) a total of six (6) months in any consecutive twelve (12) month period if there is no such policy in existence, before such termination can be made effective. If the Corporation shall terminate the Executive's employment pursuant to this Section 9.312(b), the Corporation shall be entitled obligated (i) to terminate pay to the Executive the Annual Salary then in effect payable to the Executive pursuant to this Agreement Agreement, accrued up to and including the date on which the Executive's employment at any timeis so terminated, for any reason, upon written Notice and (ii) to provide Employee Benefits to the Executive, in which case the Corporation shall provide extent the Executive with the following (subject remains eligible to continue to participate in such Employee Benefits pursuant to the terms and conditions set out in Article 9.2):
(a) a lump sum equal of such policies, programs or plans. Notwithstanding anything to the Monthly Base Fee as at contrary in this Agreement, the Termination Date, multiplied Corporation's obligations to make payments to the Executive shall be reduced by any amounts actually paid to the Executive pursuant to any disability insurance payments received by the number of months in the Notice Period;
(b) a lump sum equal Executive pursuant to the value Employee Benefits or otherwise. In the event of a termination of the Executive's Benefits (which value shall be deemed employment pursuant to be the monthly cost to the Corporation excluding GST and similar taxesthis Section 12(b), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination retain all Options vested pursuant to Section 4(c) hereof as of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Datedate of termination.
Appears in 1 contract
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to reason in the Executiveabsence of Cause, in which case the Corporation Executive shall provide the Executive with the following (subject be entitled to the conditions set out in Article 9.2):receive compensation as follows:
(a) a lump sum equal all Salary earned, but not yet paid, up to the Monthly Base Fee last day actually worked by the Executive (the “Termination Date”), as at well as all vacation pay due and owing as of the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Periodany accrued but unpaid Annual Bonuses; and
(c) a further lump sum retiring allowance equal to $150,000 plus the Executive's annual average annual bonuses during of any Annual Bonus amounts over the last three fiscal years preceding the Termination Date previous two (or, if the Executive has been employed for less than three fiscal 2) years, then for the period . The above amounts will be paid within fifteen (15) days of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 amount shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporationemployment, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Partiesparties, with the sole exception of any right of the Employee to indemnification or insurance under this Agreement.
9.2 Payment of the amounts set out in Article Section 9.1 shall be subject to the following terms and conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably on terms acceptable to the Corporation;, acting reasonably; and
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 If the Executive’s employment is terminated for any reason in the absence of Cause within six (6) months following a Change of Control, the Executive shall be entitled to the payments in accordance with Sections 9.1(a), (b) and (c), and the immediate vesting of any unvested securities under the Option Plan granted to the Executive prior to the Change in Control.
9.4 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 9.5 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Termination by Corporation. 9.1 Subject 6.2.1 In the event the Executive is in breach of the non-competition provisions referred to Section 9.3in Article 9 hereof, and following written notice from the Corporation of such breach the Executive fails to remedy such breach, or fails to take active steps satisfactory to the Corporation (as determined in its discretion) to cure such breach, within fifteen (15) business days of delivery of such notice, the Corporation shall be entitled entitled, in its sole discretion, to forthwith terminate the employment of the Executive hereunder without further notice or payment in lieu of notice, and the Corporation shall thereafter have no further obligation to the Executive hereunder for salary, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination.
6.2.2 If the Executive refuses or fails to execute any reasonable, lawful direction relating to the business and affairs of the Corporation as requested or demanded by the Board of Directors of the Corporation, or the person to whom the Executive reports, or otherwise wilfully and continuously fails to substantially perform his duties according to the terms of his employment, and fails to remedy such refusal or failure, or fails to take active steps satisfactory to the Corporation (acting reasonably) to execute such directions within fifteen (15) business days of delivery of notice to remedy such refusal or failure, the Corporation shall be entitled, in its sole discretion, to forthwith terminate this Agreement without further notice or payment in lieu of notice, and the Corporation shall thereafter have no further obligation to Executive hereunder for salary, bonuses, benefits or incentives, except to pay any amount due and unpaid hereunder as of the date of such termination.
6.2.3 If any department under the Executive’s direct responsibility exceeds its approved expense budget by a material amount, the Corporation shall be entitled, in its sole discretion, to terminate the employment of the Executive hereunder upon thirty (30) days written notice, and the Corporation shall thereafter have no further obligation to the Executive hereunder for salary, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination.
6.2.4 The Corporation shall be entitled, in its sole discretion, to forthwith terminate the employment of the Executive hereunder, without notice or payment in lieu of notice, if the Executive:
6.2.4.1 is convicted of any criminal offence which would have a material adverse impact on the ability of the Executive to perform his duties hereunder or on the business of the Corporation;
6.2.4.2 is grossly negligent or acts in a manner constituting material misconduct (as determined by the Board of Directors, acting reasonably) or engages in self-dealing conduct in the performance of his duties hereunder, or engages in any criminal or dishonest act resulting or intended to result directly or indirectly in personal gain of the Executive at the expense of the Corporation or its shareholders; or
6.2.4.3 wilfully engages in any act that is materially injurious to the Corporation or is shareholders, monetarily or otherwise; and in any such case, the Corporation shall thereafter have no further obligation to the Executive hereunder for salary, bonus, incentive or benefit, except to pay any amount due and unpaid hereunder as of the date of such termination.
6.2.5 The Corporation may terminate this Agreement and the Executive's employment of the Executive at any time, time and for any reason, reason upon giving prior written Notice notice of termination to the ExecutiveExecutive three (3) months if such termination occurs during the first year of the term of this Agreement, notice of four (4) months if in which case year two (2), notice of five (5) months if in year three(3) and notice of six (6) months if such termination occurs during year four (4) or five (5) of the Corporation shall provide term. In the event of termination pursuant to this paragraph 6.2.5, the Executive with the following (subject to the conditions set out in Article 9.2):
(a) a lump sum equal to the Monthly Base Fee as at the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any timereceive, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any addition to his Base Fee and Benefits earned Salary up to the Termination Datedate of termination of employment, his share of any Performance Bonus calculated on a pro rata basis to the date of termination, and the Corporation shall have no further obligation to the Executive hereunder.
Appears in 1 contract
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice PeriodSeverance Factor;
(b) a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice PeriodSeverance Factor; and
(c) a further lump sum payment equal to the Executive's average annual bonuses (up to a maximum of up to 40 percent of the annual Base Salary) during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number Severance Factor. For the purposes of months in this Section 9.1(c), “average annual bonuses” includes any Base Success Payments or Adjusted Success Payments paid to the Notice PeriodExecutive pursuant to Section 6.4. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) in the event of Termination on or before the first anniversary of the Effective Date of this Agreement, a lump sum equal to six (6) months’ Monthly Base Salary; and
(b) in the event of termination after the first anniversary of the Effective Date of this Agreement, the following:
(i) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice PeriodSeverance Factor;
(bii) a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice PeriodSeverance Factor; and
(ciii) a further lump sum payment equal to the Executive's average annual bonuses (up to a maximum of up to 40 percent of the annual Base Salary) during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice PeriodSeverance Factor. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) a lump sum equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's ’s Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's ’s average annual bonuses (for clarity, not including the signing bonus referred to in Section 6.4) during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's ’s employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) the tendering by the Executive of his resignation from any position he may hold as an officer or a director of the Corporation and any Related Corporations;
(c) any withholdings or deductions required by law to be made by the Corporation; and
(cd) the Executive's ’s right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the 7.1 The Corporation shall be entitled to terminate this Agreement and the ExecutiveEmployee's employment with the Corporation:
(a) at any time, for any reason, upon written Notice to the ExecutiveEmployee, in which case case:
(i) the Corporation shall provide the Executive with the following (subject pay to the conditions set out in Article 9.2):
(a) Employee a lump sum retiring allowance ("Retiring Allowance") equal to the Monthly Base Fee as at Remuneration immediately prior to the Termination Date, multiplied by the number of months 18, in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Employee against the Corporation or any Related Corporation, arising out of or in any way connected to with the ExecutiveEmployee's employment with the Corporation or any Related Corporation, or the termination of such employmentthe Employee's employment with the Corporation, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(cii) the ExecutiveEmployee's right to receive the payment under this Article 9.1 9.1(a) shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The obligation of the Corporation or the directors to make payments under this Article 9.1(a) shall be entitled subject to terminate this Agreement any and all withholdings and deductions required to be made by the Corporation by law, subject to the Corporation that the Employee shall have the right, at the option of the Employee, (A) to receive such Retiring Allowance in a lump sum within 30 days following the Termination Date, or (B) to receive such Retiring Allowance in 12 equal consecutive monthly installments commencing the month immediately following the Termination Date, together with interest on the unpaid balance at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (C) to receive such Retirement Allowance in 24 equal consecutive monthly payments commencing the Termination Date together with interest on the unpaid balanced at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (D) to transfer such portion of the Retirement Allowance to a qualified deferred income tax shelter plan proposed by the Employee, or other plan by the employee to receive the Retiring Allowance in a tax effective manner, providing such proposals be in compliance with the provisions of the Income Tax Act (Canada) and the Executive's employment with regulations thereunder, and then receive the Corporation at any timebalance as allowed per his election under A, without noticeB, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision C of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.9.1(a)(iv);
Appears in 1 contract
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) in the event of Termination on or before the first anniversary of the Executive’s first day of employment pursuant to this Agreement, a lump sum equal to three (3) months’ Monthly Base Salary
(b) in the event of termination after the first anniversary of the Executive’s first day of employment pursuant to this Agreement, the following:
(i) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice PeriodSeverance Factor;
(bii) a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice PeriodSeverance Factor; and
(ciii) a further lump sum payment equal to the Executive's average annual bonuses (up to a maximum of up to 40 percent of the annual Base Salary) during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice PeriodSeverance Factor. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to the Executive, in which case the Corporation shall provide the Executive with the following (subject to the conditions set out in Article 9.2):
(a) in the event of termination after the Effective Date, the following:
(i) a lump sum payment equal to the Monthly Base Fee Salary as at the Termination Date, multiplied by the number of months in the Notice PeriodSeverance Factor;
(bii) a lump sum payment equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice PeriodSeverance Factor; and
(ciii) a further lump sum payment equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice PeriodSeverance Factor. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporation, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.
9.2 Payment of the amounts set out in Article 9.1 shall be subject to the following conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably acceptable to the Corporation;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 The Corporation shall be entitled to terminate this Agreement and the Executive's employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee salary and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Oilsands Quest Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the ExecutiveEmployee's employment with the Corporation:
(a) at any time, for any reason, upon written Notice to the ExecutiveEmployee, in which case case:
(i) the Corporation shall provide the Executive with the following (subject pay to the conditions set out in Article 9.2):
(a) Employee a lump sum retiring allowance ("Retiring Allowance") equal to the Monthly Base Fee as at Remuneration immediately prior to the Termination Date, multiplied by the number of months 18, in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Period; and
(c) a further lump sum equal to the Executive's average annual bonuses during the last three fiscal years preceding the Termination Date (or, if the Executive has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 shall represent full and final settlement of any claims by the Executive Employee against the Corporation or any Related Corporation, arising out of or in any way connected to with the ExecutiveEmployee's employment with the Corporation or any Related Corporation, or the termination of such employmentthe Employee's employment with the Corporation, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Parties.;
9.2 Payment (ii) the number of the amounts months set out forth in Article 9.1 shall be subject to the following conditions:9.1
(a) (i) shall be increased by one month per year of service commencing on January 1, 2003, increasing to 19 months, and then each and every year thereafter, and the prior execution by the Executive number of months shall be capped at a settlement agreement and release and indemnity in favour total of the Corporation and any Related Corporations24 months, in a form reasonably acceptable to the Corporationeffective January 1, 2013;
(b) any withholdings or deductions required by law to be made by the Corporation; and
(ciii) the ExecutiveEmployee's right to receive the payment under this Article 9.1 9.1
(a) shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.the obligation of the Corporation to make payments under this Article 9.1
9.3 The (a) shall be subject to any and all withholdings and deductions required to be made by the Corporation by law, subject to the Corporation that the Employee shall have the right, at the option of the Employee, (A) to receive such Retiring Allowance in a lump sum within 30 days following the Termination Date, or (B) to receive such Retiring Allowance in 12 equal consecutive monthly installments commencing the month immediately following the Termination Date, together with interest on the unpaid balance at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (C) to receive such Retirement Allowance in 24 equal consecutive monthly payments commencing the Termination Date together with interest on the unpaid balanced at the interest rate that the Corporation could obtain on 90 day Canada Treasury Bills at the close of market on the first business day of each month, or (D) to transfer such portion of the Retirement Allowance to a qualified deferred income tax shelter plan proposed by the Employee, or other plan by the employee to receive the Retiring Allowance in a tax effective manner, providing such proposals be in compliance with the provisions of the Income Tax Act (Canada) and the regulations thereunder, and then receive the balance as allowed per his election under A, B, or C of this Article 9.1(a)(iv);
(iv) payment under this Article 9.1
(a) shall be subject to the prior execution by the Employee of a release and indemnity in favour of the Corporation and any Related Corporations, in the form of the release that is attached hereto as Schedule "E";
(v) for the purpose of calculating the Bonus Plan element of Remuneration in calculating the Retiring Allowance of Employee, should the employee be entitled to terminate a Retiring Allowance during the period up to December 31st 2001 than the amount of the bonus to be included in the calculation of the Retiring Allowance will be that earned during the calendar year ending December 31st, 2001, and should the Employee be entitled to a Retiring Allowance during the period between January 1st, 2002 to December 31st 2002 then the amount of the bonus to be included in the calculation of the Retiring Allowance will be the average bonus earned during the calendar years ending December 31st, 2001 and December 31st, 2002, and should the employee be entitled to a Retiring Allowance in any year during the term of this Agreement and agreement after December 31st 2002 then the Executive's employment with amount of the bonus to be included in the calculation of the Retiring Allowance will be the average of the bonus earned during the two previous calendar years; and
(vi) the Corporation shall have the right to set-off against any payments to the Employee under this Article 9.1
(a) any amount which the Employee owes to the Corporation; or
(b) at any time, without notice, pay notice or payment in lieu of notice or any other form of severance or termination paynotice, for Cause.
9.4 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee and Benefits earned up to the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Cormax Business Solutions Inc)
Termination by Corporation. 9.1 Subject to Section 9.3, the The Corporation shall be entitled to terminate this Agreement and the Executive's employment at any time, for any reason, upon written Notice to reason in the Executiveabsence of Cause, in which case the Corporation Executive shall provide the Executive with the following (subject be entitled to the conditions set out in Article 9.2):receive compensation as follows:
(a) a lump sum equal all Salary earned, but not yet paid, up to the Monthly Base Fee last day actually worked by the Executive (the “Termination Date”), as at well as all vacation pay due and owing as of the Termination Date, multiplied by the number of months in the Notice Period;
(b) a lump sum equal to the value of the Executive's Benefits (which value shall be deemed to be the monthly cost to the Corporation excluding GST and similar taxes), multiplied by the number of months in the Notice Periodany accrued but unpaid Annual Bonuses; and
(c) a further lump sum retiring allowance equal to $100,000 plus the Executive's annual average annual bonuses during of any Annual Bonus amounts over the last three fiscal years preceding the Termination Date previous two (or, if the Executive has been employed for less than three fiscal 2) years, then for the period . The above amounts will be paid within fifteen (15) days of employment preceding the Termination Date), divided by 12 and multiplied by the number of months in the Notice Period. Payment of the amounts set out in this Article 9.1 amount shall represent full and final settlement of any claims by the Executive against the Corporation or any Related Corporation, arising out of or in any way connected to the Executive's employment with the Corporation or any Related Corporationemployment, or the termination of such employment, whether at common law or under the provision of any statute or regulation, or pursuant to the terms of any agreement between the Partiesparties, with the sole exception of any right of the Employee to indemnification or insurance under this Agreement.
9.2 Payment of the amounts set out in Article Section 9.1 shall be subject to the following terms and conditions:
(a) the prior execution by the Executive of a settlement agreement and release and indemnity in favour of the Corporation and any Related Corporations, in a form reasonably on terms acceptable to the Corporation;, acting reasonably; and
(b) any withholdings or deductions required by law to be made by the Corporation; and
(c) the Executive's right to receive payment under Article 9.1 shall not be subject to any duty to mitigate, nor affected by any actual mitigation by the Executive.
9.3 If the Executive’s employment is terminated for any reason in the absence of Cause within six (6) months following a Change of Control, the Executive shall be entitled to the payments in accordance with Sections 9.1(a), (b) and (c), and the immediate vesting of any unvested securities under the Option Plan granted to the Executive prior to the Change in Control.
9.4 The Corporation shall be entitled to terminate this Agreement and the Executive's ’s employment with the Corporation at any time, without notice, pay in lieu of notice or any other form of severance or termination pay, for Cause.
9.4 9.5 Notwithstanding any other term or provision of this Article 9, upon termination of the Executive’s employment by the Corporation for any reason, the Executive shall receive any Base Fee Salary and Benefits earned up to the Termination Date.
Appears in 1 contract
