Common use of Termination of Employment by the Corporation Without Clause in Contracts

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good Reason (a) The Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three times the Annual Compensation of the Executive less required statutory deductions; (b) The Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08, 2006 (e) If at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good Reason If at any time within two years following a Change of Control the Executive's employment is terminated, (a) by the Corporation other than for Just Cause or (b) by the Executive in response to a Good Reason, the following provisions shall apply: (a) The Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three times the Annual Compensation of the Executive less required statutory deductions; (b) The Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s 's registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “"Retirement Plans”"). The Executive’s 's total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s 's monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if If at the date of termination of the Executive’s 's employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08, 2006; (e) If at the date of the termination of the Executive’s 's employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s 's employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good ReasonReason Following a Change of Control (a) The the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three one and a half (1.50) times the Annual Compensation of the Executive less required statutory deductions; (b) The the Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided US SCA — Txxx Xxxxxxxxxxxx April 1, 2002 by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The the Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08, 2006; (e) If if at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. (f) Notwithstanding any other provision of this Agreement, if any payment to or for the benefit of the Executive under this Agreement either alone or together with other US SCA — Txxx Xxxxxxxxxxxx April 1, 2002 payments to or for the benefit of the Executive would constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the payments under this Agreement shall be reduced to the largest amount that will eliminate both the imposition of the excise tax imposed by Section 4999 of the Code and the disallowance of deductions to the Corporation under Section 280G of the Code for any such payments. The amount and method of any reduction in the payments under this Agreement pursuant to this Section 5(f) shall be as reasonably determined by the Compensation Committee of the Board of Directors. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good Reason (a) The the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three times the Annual Compensation of the Executive less required statutory deductions; (b) The the Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits (including health, dental, life and car allowance (excluding all maintenance and operating expensesallowance) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The the Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) (A) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08Corporation or (B) if the Executive so elects in writing within 90 days after the date of termination, 2006shall be purchased by the Corporation at a cash purchase price equal to the amount by which the aggregate “fair market value” of the shares subject to such options exceeds the aggregate option price for such shares, provided that for this purpose “fair market value” means the greater of (i) the average of the closing prices for the shares of the same class of the Corporation on the principal securities exchange (in terms of volume of trading) on which such shares are listed at the time of termination for each of the last 10 days prior to such time on which such shares traded on such securities exchange, and (ii) if a Change of Control occurred within two years prior to the date of termination, the average value of the consideration paid to the shareholders of the Corporation in connection with the transactions resulting in the Change of Control; (e) If if at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good Reason (a) The Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three times the Annual Compensation of the Executive less required statutory deductions; (b) The Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08Pxxxxx Xxxxxxx April 1, 20062002 (e) If at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good Reason (a) The Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following termination, a cash amount equal to three times the Annual Compensation of the Executive less required statutory deductions; (b) The Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08Axxxx Xxxxxxxxx April 1, 20062002 (e) If at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.

Termination of Employment by the Corporation Without. Just Cause or by the Executive for Good ReasonReason Following a Change of Control (a) The the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, immediately following on or as soon as practicable after the seventh (7th) month anniversary of the Executive’s termination, a cash amount equal to three one and a half (1.50) times the Annual Compensation of the Executive less required statutory deductions;; US SCA (JJW) Feb 18, 2006 (b) The the Executive shall continue to receive until the earlier of (i) three years after the date of termination or (ii) receipt of equivalent benefits from a new employer, all group benefits including health, dental, life and car allowance (excluding all maintenance and operating expenses) other than disability insurance benefits on the scale provided by the Corporation to the Executive as at the date of termination or in lieu of such continued coverage, the Executive shall be entitled to receive a cash amount equal to the value to the Executive (as determined by a chartered accountant or firm of chartered accountants acceptable to the Corporation and the Executive) of such coverage for such period of time; (c) The the Executive will also be entitled to receive on termination the normal and any supplementary pension benefits in effect on the date of termination according to the terms of the Corporation’s registered pension plans and the Retirement Agreement or according to similar provisions of any successor plan, of which the Executive is a member at the date of termination (the “Retirement Plans”). The Executive’s total pension entitlement and retirement options will be determined on the basis that the Executive had three years of credited service and age under the Retirement Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service shall be included for the purpose of determining final or best average earnings assuming that the Executive’s monthly rate of salary at date of termination would have continued unchanged during the period of additional service. For Retirement Plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three actual bonuses earned in the five years immediately prior to the date of termination shall be used for calculating the bonuses for each year during the severance period used for the purpose of determining final or best average earnings. Any portion of the total pension entitlement of the Executive not eligible to be paid under provisions of the registered pension plans of the Corporation shall be payable as supplementary payments in accordance with the Retirement Agreement; (d) if at the date of termination of the Executive’s employment, the Executive holds options for the purchase of shares under the Stock Option Plans, all options so held shall, unless the Executive has breached the terms of section 13 hereof, (i) immediately vest to the extent they have not already vested at such date and (ii) continue to be held, in both cases, notwithstanding the terms of the Stock Option Plans, on the same terms and conditions as if the Executive continued to be employed by the Corporation; Canadian SCA — Yxxx Xxxxxxxx Dec 08, 2006; (e) If if at the date of the termination of the Executive’s employment, the Executive owes any money to the Corporation pursuant to loans to the Executive for the purchase of shares under the Stock Option Plans or for assisting the Executive to purchase property, such loans shall, notwithstanding the terms of any other agreement between the Corporation and the Executive respecting these loans, be repayable by the Executive in the same manner and at the same time as if the Executive continued to be employed by the Corporation following such termination, provided that if the Executive has breached the terms of section 13 US SCA (JJW) Feb 18, 2006 hereof, the loans shall become immediately due on the date of such breach and shall be repaid forthwith. (f) Notwithstanding any other provision of this Agreement, if any payment to or for the benefit of the Executive under this Agreement either alone or together with other payments to or for the benefit of the Executive would constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the payments under this Agreement shall be reduced to the largest amount that will eliminate both the imposition of the excise tax imposed by Section 4999 of the Code and the disallowance of deductions to the Corporation under Section 280G of the Code for any such payments. The amount and method of any reduction in the payments under this Agreement pursuant to this Section 5(f) shall be as reasonably determined by the Compensation Committee of the Board of Directors. For greater certainty, this section 5 applies with respect to each Change of Control until this Agreement has been terminated in accordance with section 14 hereof. In addition, with respect to a particular Change of Control, this section 5 expires two years following such Change of Control unless this Agreement is otherwise terminated in accordance with section 14 hereof. This section 5 does not apply in the event of the termination of the employment of the Executive as a result of death, Disability or Retirement or by the Executive otherwise than in response to a Good Reason or by the Corporation for Just Cause. If the Executive or the Corporation intend to terminate the Executive’s employment as contemplated in this section, the party having such intention shall give the other notice thereof and the effective date of such termination shall be the date on which such notice is given to the other party.