EXHIBIT 10.6.2
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FORM OF EMPLOYMENT AGREEMENT
MEMORANDUM OF AGREEMENT made as of [MONTH, DATE, YEAR].
B E T W E E N:
of the City of [NAME OF CITY], [STATE],
(hereinafter referred to as the "Executive"),
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[NAME OF CORPORATION]
a corporation existing under the laws
of the State of [STATE],
(hereinafter referred to as "[NAME OF SUBSIDIARY]").
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BRACKNELL CORPORATION,
a corporation existing under the laws
of the Province of Ontario,
(hereinafter referred to as "Bracknell").
WHEREAS the Executive has been employed by Bracknell as [START DATE],
effective as of [EFFECTIVE START DATE];
AND WHEREAS effective [MONTH DAY, YEAR] the Executive has accepted the
assignment as the [TITLE] of [NAME OF CORPORATION] ("CORPORATION;
AND WHEREAS the Executive, [NAME OF CORPORATION] and Bracknell have
agreed to enter into this Agreement in order to provide for the terms and
conditions upon which the Executive shall be employed by [NAME OF CORPORATION];
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NOW THEREFORE in consideration of the respective covenants hereinafter
set forth, and in consideration of $1.00 paid by each party hereto to each other
party hereto and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:
1) Definitions
In this Agreement:
a) "Agreement" means this Agreement, as amended from time to time
hereafter;
b) "Annual Salary" has the meaning ascribed thereto in Section
4(a) hereof;
c) "Assignment" means the [TITLE] OF [NAME OF CORPORATION]
d) "Board" means the Board of Directors of Bracknell;
e) "business day" means any day other than a Saturday or Sunday
upon which banks are open for business in Xxxxxxx, Xxxxxxx;
f) "Change in Control" shall mean the occurrence of either of the
following:
i) the purchase or acquisition of Shares and/or
securities of Bracknell ("Convertible Securities")
convertible into Shares or carrying the right to
acquire Shares as a result of which a person, group
of persons or persons acting jointly or in concert
(excluding, for this purpose, the Executive and any
corporation controlled, directly or indirectly, by
the Executive) (collectively, the "Holders")
beneficially own or exercise control or direction
over Shares and/or Convertible Securities such that,
assuming the conversion of or the exercise of the
purchase rights attaching to the Convertible
Securities beneficially owned by the Holders as well
as those attaching to all other Convertible
Securities of the same class or series as those owned
by the Holders, the Holders would beneficially own
shares which would entitle the Holders to cast more
than 50% of the votes attaching to all shares in the
capital of Bracknell which may be cast to elect
directors of Bracknell; or
ii) the completion of an amalgamation, arrangement,
merger or other consolidation of Bracknell with
another corporation pursuant to which the
shareholders of Bracknell immediately prior to the
completion of such transaction do not thereafter own
shares of the successor or continuing corporation
which would entitle them to cast more than 50% of the
votes attaching to all shares in the capital of the
successor or continuing corporation which may be cast
to elect directors of that corporation;
g) "Company" shall mean [NAME OF CORPORATION] and "Companies"
shall mean [NAME OF CORPORATION], and any direct or indirect
subsidiary thereof;
h) "Date of Grant" has the meaning ascribed thereto in Section
5(b) hereof;
i) "Effective Date" means [DATE];
j) "Conventional Options" has the meaning ascribed thereto in
Section 5(a) hereof;
k) "Performance Options" has the meaning ascribed thereto in
Section 5(b) hereof;
l) "Permanent Incapacity" means the inability of the Executive by
reason of illness, disease, mental or physical disability or
incapacity or otherwise to perform his duties
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under this Agreement (A) for a period of 90 business days in
the aggregate during any period of 120 consecutive business
days unless, at the end of such 120 business days there are
reasonable grounds for expecting that the Executive will be
capable of resuming and willing to resume his duties on a
full-time basis within a further period of 60 business days,
or (B) for a period of 180 business days in the aggregate
during any period of 210 consecutive business days;
m) "person" includes an individual, body corporate, partnership,
unincorporated syndicate, unincorporated organization, trust,
trustee, executor, administrator or other legal
representative; and
n) "Shares" means common shares of Bracknell.
2) Employment and Acceptance
On and subject to the terms and conditions of this Agreement, the
Company shall employ the Executive on the terms and conditions set
forth herein and the Executive hereby accepts such employment. The term
(the "Term") of the Employee's employment pursuant to this Agreement
shall be [NUMBER OF YEARS] years, commencing on [DATE] and ending on
[DATE], unless sooner terminated as hereinafter provided. On or before
120 days prior to the scheduled expiration of the Term, the Company may
give written notice to the Executive of its intent to not continue the
Executive's employment pursuant to this Agreement for an additional
Term, then the Executive's employment shall automatically continue
pursuant to the terms and conditions of this Agreement for an
additional Term.
Responsibilities
a) Duties. Unless the parties otherwise mutually agree, the
Executive shall serve as the [TITLE] of [CORPORATION] during
the term hereunder, and shall also hold the title of [TITLE]
OF [CORPORATION].
b) Authority. Unless the parties otherwise mutually agree, the
Executive shall be a corporate officer of [CORPORATION] but
shall not be an officer of Nationwide or Bracknell. The
Executive shall perform such duties and exercise such powers
at the Companies as may from time to time be prescribed by the
board of the particular company, the [POSITION] of Bracknell
or by the President & [POSITION] of Bracknell.
c) Reporting. The Executive shall report directly to the [DIRECT
REPORT], [CORPORATION].
d) Performance of Duties. In the performance of his duties, the
Executive shall act honestly, in good faith and in the best
interests of Bracknell and shall exercise the degree of
diligence and responsibility that a person holding the
position of [TITLE] of [CORPORATION] would reasonably be
expected to exercise in comparable circumstances, subject
always to the instructions, control and direction of the
[DIRECT REPORT], [CORPORATION], or the [POSITION] of
Bracknell, or the Board. The Executive shall devote the whole
of his time, attention and ability during business hours to
serving the Companies on an exclusive and full-time basis as
aforesaid, except during holidays, in case of illness or
accident, or as may be otherwise approved from time to time by
the Chief Operating Officer of Bracknell. The Executive shall
be bound by and
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shall faithfully observe and abide by all of the rules,
regulations and corporate policies of the Companies from time
to time in force which are brought to the attention of the
Executive or of which he should reasonably be aware.
e) Office Location. The Executive shall be provided with an
office at the head office of [CORPORATION] in [CITY], [STATE].
3) Compensation
a) Annual Salary. The Executive shall receive an annual salary of
[DOLLAR AMOUNT] (the "Annual Salary"), payable in accordance
with the usual practices of [CORPORATION], less such
deductions as shall be required to be withheld by applicable
law and regulation. The Annual Salary payable to the Executive
will be reviewed annually in accordance with the policies and
procedures that apply to other senior executives of Bracknell
in order to determine whether any change to the Annual Salary
is warranted; provided, however, that under no circumstances
will the Annual Salary paid to the Executive be less than the
amount payable as at the effective date of this Agreement.
b) Annual Bonuses. The Executive shall be paid an annual bonus in
such amount as shall be determined by Nationwide or the Board
or by a committee of the Board, on recommendation from the
[POSITION] of Bracknell, in accordance with the policies and
procedures that apply to other senior officers of Bracknell
and its subsidiaries. The target annual bonus ("Target Bonus")
for the Executive shall be [TARGET PERCENTAGE] of the Annual
Salary, and the parties acknowledge that the actual annual
bonus may be greater than or less than the Target Bonus
depending on the assessment of the Executive's contribution to
the business and financial results of [CORPORATION] and
Bracknell, and the achievement of personal objectives.
4) Relocation Bonus. The Executive shall be paid a relocation bonus of
[DOLLAR AMOUNT], less such deductions as shall be required to be
withheld by applicable law and regulation.
5) Stock Options. As soon as is reasonably practicable on or after the
Effective Date, Bracknell shall grant the Executive options (the
"Performance Options") to purchase 200,000 Shares in accordance with
the stock option plan (the "Plan") of Bracknell (such date of grant
hereinafter referred to as the "Date of Grant"). The exercise price
("Exercise Price") of the Performance Options shall be the closing
price for the Shares on the trading day immediately preceding the Date
of Grant, as quoted on The Toronto Stock Exchange. The grant of the
Performance Options shall be subject to the terms of the Plan and the
attached Schedule-A.
a) The Executive shall be eligible for future grants of stock
options, consistent with such policies as may from time to
time be established by the Companies or the Board or a
committee of the Board relating to the grant of stock options
to senior executives of Bracknell and its subsidiaries.
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6) Expenses
Subject to such policies as may from time to time be established by the
Companies or the Board or a committee of the Board, the Executive shall
be reimbursed for: (a) all reasonable traveling and other out-of-pocket
expenses actually incurred or paid by the Executive in the performance
of the Executive's duties upon presentation of such expense statements
or vouchers or such other supporting information as the Company may
require; (b) any fees or dues required to maintain any professional
licenses or designations in The United States of America or Canada.
7) Benefits
a) Benefits. The Executive shall be entitled to fully participate
in all other benefit plans available to senior executives of
the Company from time to time including, without limitation,
medical, dental, insurance, health club and similar programs.
b) Automobile. The Company shall provide the Executive with a
leased automobile for his use, or an automobile allowance not
less than [DOLLAR AMOUNT] per month, in accordance with the
Company's policies for its senior executives in place from
time to time. The Company shall pay or reimburse the Executive
for all reasonable operating expenses such as gas,
maintenance, parking and insurance incurred or paid by the
Executive in connection therewith.
c) Annual 401K Contribution. The Executive shall be entitled to
participate in the Company's tax-qualified earnings reduction
profit sharing plan with the pertinent provisions of law,
including provisions of the Internal Revenue Code (such as
sections 401(a), 401(k) and 501(a) thereof), and the Company
shall make matching, profit sharing or other contributions
pursuant to the Company's policies in effect from time to
time.
8) Relocation Expenses and Indemnity
a) Upon presentation of such expense statements or vouchers or
such other supporting information as the Company may
reasonably require, the Company will pay for all reasonable
and direct costs of relocating the Executive, including,
without limiting the generality of the foregoing:
i) closing costs incurred in connection with the sale of
existing real estate, including real estate
commissions, land transfer expenses, legal fees and
disbursements, and existing mortgage discharge fees;
ii) closing costs incurred in connection with the
purchase of new real estate, including real estate
commissions, escrow fees, land transfer expenses,
legal fees and disbursements, and mortgage
origination fees;
iii) carrying charges on a vacant home, including mortgage
interest, property taxes, insurance, reasonable
charges for heating, water, electricity, lawn care
and snow removal;
iv) household moving expenses, including costs of
disposal, packing/unpacking, storage,
disconnection/installation charges, transportation
and customs processing, registration charges for
automobiles and driver's licensing;
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v) legal fees and other costs incurred in relation to
immigrating to the United States, including
reasonable legal expenses incurred for the
preparation of prepare personal xxxxx,
vi) reasonable losses incurred on the disposition of
personal property (including automobiles) that as a
result of applicable law or regulation may not be
relocated with the Executive;
vii) temporary living costs, including rent for temporary
housing; and
viii) cost of travel for the Executive and his immediate
family to the new location.
b) The Company will pay the Executive a general moving expense
allowance in the amount of 10% of the Annual Salary, to assist
in re-establishing in the new residence and to compensate for
incidental losses and indirect costs resulting from the
transfer.
c) The Company shall indemnify the Executive from any medical
expenses incurred by him or his immediate family in connection
with any medical condition of the Executive or his immediate
family, pre-existing or otherwise, that is not otherwise fully
insured or reimbursable by a health benefit plan, including
any medical expenses incurred during any prequalification
period for health benefits coverage. To the extent required to
obtain medical treatment or procedures, Bracknell shall pay
the Executive in advance of the medical expenses being
incurred. For the purposes of this provision, medical expenses
shall include, but shall not be limited to, fees for medical
treatment, operative or other procedures, testing or
diagnostic procedures, pharmaceutical prescriptions, and
prosthetic devices.
d) The Company shall indemnify the Executive from any income tax
liability in Canada or the United States as a result of the
foregoing.
9) Vacation
During the term of this Agreement, the Executive will be entitled to
[NUMBER] weeks of paid vacation per calendar year.
10) Termination of Employment
The following terms and provisions shall apply to the termination of
the Executive's employment hereunder:
a) Termination For Cause. The employment of the Executive may be
terminated at any time for cause by the Company without any
requirement of a notice period and without payment of any
compensation of any nature or kind (including, without
limitation, by way of anticipated earnings, damages or payment
in lieu of notice). Notwithstanding the foregoing, in the
event that any portion of the Executive's Annual Salary has
been earned but not paid or any expenses referred to in
Sections 6, 7, 8, or 9 have been incurred by the Executive but
not reimbursed, in each case to the date of termination of his
employment, together with any amount to which the Executive is
entitled under any applicable employment standards legislation
or common law doctrine, as amended and enforced from time to
time, to the extent that the same cannot be waived by the
Executive, such amounts shall be paid to the Executive within
15 business days following such date of termination.
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b) Permanent Incapacity. In the event of the Permanent Incapacity
of the Executive, his employment may thereupon be terminated
by the Company without payment of any compensation of any
nature or kind (including, without limitation, by way of
anticipated earnings, damages or payment in lieu of notice);
provided that, in such event, the Company shall pay or cause
to be paid to the Executive the amounts specified in any
benefit and insurance plans applicable to the Executive as
being payable in the event of the permanent incapacity or
disability of the Executive, such sums to be paid in
accordance with the provisions of those plans as then in
effect.
c) Death. If the Executive's employment is terminated by reason
of the Executive's death, the Executive's estate will be
entitled to receive and the Company shall pay or cause to be
paid to them or it, as the case may be, the amounts specified
in the benefit and insurance plans of the Company applicable
to the Executive, such sums to be paid in accordance with the
provisions of those plans as then in effect.
d) Termination by Executive. The Executive may terminate his
employment with the Company upon giving 30 days' written
notice or such shorter period of notice as the Company may
accept. The Executive shall not be entitled to any severance
payment other than the Annual Salary earned by the Executive
but not paid before the date of termination and any expenses
referred to in Section 6, 7, 8, or 9 incurred by the Executive
but not yet reimbursed, in each case to the date of
termination, together with any amount to which the Executive
is entitled under any applicable employment standards
legislation or common law doctrine, as amended and in force
from time to time, to the extent that the same cannot be
waived by the Executive.
e) Other Termination by the Company. In the event that the
Executive's employment with the Company is terminated by the
Company without cause (whether expressly or constructively),
the Executive shall be entitled to receive an amount by way of
lump sum payment equal to the aggregate of 12 months Total
Compensation. For these purposes, the term Total Compensation
will include the Annual Salary, Annual Bonus Amount and all
perquisites and benefits for the 12-month period. As well for
these purposes, the term Annual Bonus Amount means, at any
time, the average of the annual cash bonuses paid to the
Executive by the Company in respect of the two completed
fiscal years next preceding the date of termination of his
employment pursuant to Section 4(b) above; provided, however,
that if there is only one completed fiscal year between the
date hereof and the date of termination of the Executive's
employment, the bonus paid to the Executive in respect of that
fiscal year shall be the Target Bonus. The payment described
in this Section 11(e) is the only severance payment or payment
in lieu of notice that the Executive will be entitled to
receive in the event of the termination of his employment on
the basis contemplated in this Section 11(e). A constructive
termination of employment shall include a transfer involving a
significant geographic relocation, a fundamental demotion
involving reduced responsibilities and/or positioning within
the corporate hierarchy, or reductions in salary, bonus
opportunity and/or employee benefits.
f) Change of Control. In the event that the Executive's
employment with the Company is terminated by Bracknell or the
Company without cause (whether expressly or constructively)
within three months following the occurrence of a Change in
Control, the Executive shall be entitled to receive an amount
by way of lump sum payment equal to
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the aggregate of 24 months Total Compensation. For these
purposes, the term Total Compensation will include the Annual
Salary then in effect, Annual Bonus Amount and all perquisites
and benefits for the 24-month period. As well for these
purposes, the term Annual Bonus Amount means, at any time, the
average of the annual cash bonuses paid to the Executive by
the Company in respect of the two completed fiscal years next
preceding the date of termination of his employment pursuant
to Section 4(b) above; provided, however, that if there is
only one completed fiscal year between the date hereof and the
date of termination of the Executive's employment, the bonus
paid to the Executive in respect of that fiscal year shall be
the Target Bonus. The payment described in this Section 11(f)
is the only severance payment or payment in lieu of notice
that the Executive will be entitled to receive in the event of
the termination of his employment on the basis contemplated in
this Section 11(f). A constructive termination of employment
shall include a transfer involving a significant geographic
relocation, a fundamental demotion involving reduced
responsibilities and/or positioning within the corporate
hierarchy, or reductions in salary, bonus opportunity and/or
employee benefits.
g) Stock Options. In the event that the Executive's employment
with the Company is terminated as contemplated above in this
Section 11 or terminates as contemplated in Section 2, the
right of the Executive or his estate, as the case may be, to
retain and exercise vested or unvested stock options then held
by the Executive shall be determined in accordance with the
stock option plan pursuant to which those stock options were
granted. Notwithstanding the foregoing or any other provision
of this Agreement:
i) in the event that the Executive's employment with the
Company is terminated by Nationwide as contemplated
above in Section 11(f) within three months following
the occurrence of a Change in Control, all unvested
Conventional Options and Performance Options held by
the Executive shall automatically vest on the date
the Executive is so terminated or on such earlier
date as the Board may in its sole discretion
determine; and
ii) in the event that the Executive's employment with
Bracknell is not terminated as contemplated in
Section 11(f) but is terminated as contemplated in
Section 11(e), all unvested Conventional Options then
held by the Executive shall automatically vest on the
date the Executive is so terminated; iii) and at any
time prior to the expiry of the three month period
following the date upon which the Executive is so
terminated, the Executive will have the right to
exercise all Conventional Options and Performance
Options that were vested on or prior to the date upon
which the Executive is so terminated, at which time
all unexercised options will be forfeited.
h) Earned Salary and Un-reimbursed Expenses. Notwithstanding the
foregoing, in the event that any portion of the Executive's
Annual Salary has been earned but not paid or any expenses
referred to in Sections 6, 7, 8, or 9 have been incurred by
the Executive but not reimbursed, in each case to the date of
termination of his employment, together with any amount to
which the Executive is entitled under any applicable
employment standards legislation or common law doctrine, as
amended and enforced from time to
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time, to the extent that the same cannot be waived by the
Executive, such amounts shall be paid to the Executive within
15 business days following such date of termination.
i) Statutory Deductions. All payments required to be made to the
Executive or his estate under this Section 11 shall be made
net of all deductions required to be withheld by applicable
law and regulation.
j) Fair and Reasonable, etc. The parties acknowledge and agree
that the payment provisions contained in this Section 11 above
are fair and reasonable and the Executive acknowledges and
agrees that such payments are inclusive of any notice or pay
in lieu of notice or severance pay to which he would otherwise
be entitled under statute, pursuant to common law or otherwise
in the event that his employment is terminated pursuant to or
as contemplated in this Section 11. The parties further agree
that upon any termination of the employment of the Executive
as contemplated in this Section 12 and the payment to the
Executive or his estate, as the case may be, of the amounts
contemplated therein, as well as any expenses which the
Executive is entitled to have reimbursed as contemplated
above, the Executive shall have no action, cause of action,
claim or demand of any nature or kind whatsoever against the
Companies or Bracknell or against any other person as a
consequence of, in respect of or in connection with this
Agreement or such termination of the Executive's employment.
k) Return of Property. Upon any termination of the employment of
the Executive by the Executive or by the Company as
contemplated above in this Section 11, the Executive or the
Executive's estate shall at once deliver or cause to be
delivered to the Company all books, documents, effects, money,
securities, credit cards or other property belonging to the
Company or for which the Company is liable to others which are
in the possession, charge, control or custody of the
Executive.
11) Confidentiality
The Executive shall not (either during the term of his employment by
the Company or at any time thereafter) disclose any information
relating to the private or confidential affairs of the Company or
relating to any secrets of the Company to any person other than for the
purposes of the Company or use any such information for any purpose
whatsoever other than for the purposes of the Company.
12) Miscellaneous
a) Notices. Any notice required or permitted to be given to the
Company hereunder shall be sufficiently given if delivered
personally or mailed by pre-paid registered mail addressed to
the [POSITION] of Bracknell at the principal office of
Bracknell corporate headquarters, or to the Executive at the
principal office of Xxxx or at his last place of residence
contained in the records of the Company. Any such notice, if
delivered, shall be deemed to have been given upon its
delivery and, if mailed as aforesaid, shall be deemed to have
been given on the fourth business day following the date of
mailing. Any party hereto may change its address for notice by
notice given to each party hereto in accordance with the
foregoing.
b) Time of Essence. Time shall be of the essence of this
Agreement and of every provision hereof.
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c) Divisions and Headings. The division of this Agreement into
Articles, Sections and clauses and the insertion of headings
are for convenience of reference only and shall not affect the
construction or interpretation hereof.
d) Gender and Number. In this Agreement, unless the context
otherwise requires, words importing the singular include the
plural and vice versa and words importing gender include all
genders.
e) Severability. The invalidity or unenforceability of any
provision or part of any provision of this Agreement shall not
affect the validity or enforceability of any other provision
or part thereof and any such invalid or unenforceable
provision or part thereof shall be deemed to be severable, and
no provision or part thereof shall be deemed dependent upon
any other provision or part thereof unless expressly provided
for herein.
f) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject
matter hereof and supersedes all prior discussions,
understandings and arrangements between the parties in respect
thereof. No amendment, waiver or termination of this Agreement
shall be binding unless executed in writing by each party to
be bound thereby. No waiver of any provision of this Agreement
shall be deemed to or shall constitute a waiver of any other
provision and no such waiver shall constitute a continuing
waiver unless otherwise expressly provided.
g) Successors and Assigns. This Agreement shall not be assignable
by any of the parties hereto without the prior written consent
of each other party, but subject thereto shall enure to the
benefit of and be binding upon the parties hereto and their
respective legal personal representatives, successors and
assigns.
h) Currency. Unless otherwise specified, any dollar amounts set
out in this Agreement shall be in United States dollars.
i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of California and the
laws of U.S. applicable therein.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
-------------------------------- ) --------------------------------
) [NAME OF EMPLOYEE]
BRACKNELL CORPORATION
by
--------------------------------
[BRACKNELL SUBSIDIARY]
by
--------------------------------
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SCHEDULE-A
PERFORMANCE OPTION VESTING
1) As such terms are used in this Schedule-A,
(a) "Agreement" means the agreement of employment entered into
between Bracknell Corporation and the Executive;
(b) "Grant Date" means the date on which the resolution of the
Board of Directors of Bracknell granting the options described
herein was passed;
(c) "Trading Day" means a day on which the Shares trade on The
Toronto Stock Exchange;
(d) "First Option Period" means the period commencing on and
including the 21st Trading Day following the Grant Date and
ending on and including the first anniversary of the Grant
Date;
(e) "Second Option Period" means the period commencing on and
including the day immediately following the first anniversary
of the Grant Date and ending on and including the second
anniversary of the Grant Date;
(f) "Third Option Period" means the period commencing on and
including the day immediately following the second anniversary
of the Grant Date and ending on the including the third
anniversary of the Grant Date;
(g) "Average Trading Price" on any day means the simple
(unweighted) average of the closing sale prices of the Shares
on the Toronto Stock Exchange on the last 20 Trading Days
immediately prior to such day;
(h) "Plan" means the Stock Option Plan of Bracknell Corporation in
effect from time to time;
2) [NUMBER] options to purchase Shares pursuant to the Plan (which options
are hereinafter called the "Options") shall be granted to the Executive
(who is hereinafter called a "Grantee") on the terms and conditions
herein specified;
3) the Options are granted subject to the approval by the shareholders of
the Corporation, at the next meeting of such shareholders, of a
corresponding increase in the number of Shares reserved for issue
pursuant to the Plan;
4) the price at which a Share may be purchased under each Option shall be
Canadian $10.60 (hereinafter call "Exercise Price"), being the closing
price of Bracknell common shares on The Toronto Stock exchange on the
day preceding the Grant Date;
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5) subject to the terms and conditions of the Plan, the Options shall vest
(that is, become exercisable by the Grantees) in accordance with the
following terms and conditions:
(a) on the first day (if any) in the First Option Period on which
the Average Trading Price equals or exceeds an amount equal to
120% of the Exercise Price, one third of the Options granted
to each Grantee (which Options are hereinafter called the
"First Tranche") shall vest;
(b) on the first day, (if any) in the Second Option Period on
which the Average Trading Price equals or exceeds an amount
equal to 144% of the Exercise Price,
i) a further one-third of the Options granted to such
Grantee shall vest, and;
ii) if the First Tranche did not vest in the First Option
Period, the First Tranche shall vest;
(c) on the first day (if any) in the Third Option Period on which
the Average Trading Price equals or exceeds an amount equal to
173% of the Exercise Price, all Options granted to such
Grantee which have not previously vested shall vest; and
(d) all Options granted to such Grantee which have not previously
vested as provided in subparagraphs (a), (b), (c) of this
paragraph 5 shall vest on the seventh anniversary of the Grant
Date;
6) all unexercised Options, whether or not vested, shall expire (that is,
shall cease to be exercisable) on the tenth anniversary of the Grant
Date;
7) Unless otherwise specified by an applicable Employment Agreement, all
Options granted to a Grantee which have not vested on or before the
date on which such Grantee's employment with the Corporation terminates
or is terminated shall expire on such date;
8) The Corporation shall make application to all exchanges on which the
Shares are listed for trading to list such additional number of Shares
as may be required to ensure that they are listed on each such exchange
all Share to be issued on the exercise of the Options.
