EMPLOYMENT AGREEMENT BETWEEN Navtech, Inc. (the Company) - and - Navtech Systems Support Inc. - and - Gordon Kilpatrick (the Employee)
BETWEEN
Navtech,
Inc. (the
Company)
-
and
-
Navtech
Systems Support Inc.
-
and
-
Xxxxxx
Xxxxxxxxxx (the
Employee)
WHEREAS
Navtech
Systems Support Inc. (a wholly-owned subsidiary of Navtech, Inc.) and
the
Employee wish to formalize an employment agreement with the other whereby
Navtech Systems Support Inc. is the employer of record in Canada, and
WHEREBY
references to the Company within this agreement refer to Navtech, Inc.
NOW
THEREFORE THIS AGREEMENT WITNESSETH
that for
good and valuable consideration including the promises made between the parties
in this Agreement, the receipt and sufficiency of which is hereby acknowledged
by each of the parties, the parties hereby agree each with the other as
follows:
TERM
OF EMPLOYMENT
| 1. |
Indefinite
Term:
|
| (a) |
The
term of this agreement shall commence on March 19,
2007.
|
DUTIES
AND RESPONSIBILITIES
|
2.
|
In
serving the Company as Chief Financial Officer, the Employee
agrees:
|
| (a) |
to
undertake such duties and obligations in relation to the Company’s
business and at such locations as the Board of Directors of the Company
may require,
|
| (b) |
to
devote his whole working time and attention to his employment duties
and
responsibilities associated with his
position,
|
| (c) |
to
perform such other duties and responsibilities as may be assigned
by the
Board of Directors,
|
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| (d) |
to
provide regular activity reports to the Board of Directors as the
Board of
Directors may require,
|
| (e) |
and
acknowledges that he is an Officer and fiduciary to the
Company,
|
| (f) |
to
serve as an Officer of the Company and such subsidiaries of the Company
as
the Board of Directors may require,
and
|
| (g) |
not
to serve on more than three (3) external Boards of Directors without
the
prior approval of the Board of
Directors
|
| (h) |
to
serve a probationary period of three (3) months. The Employee shall
participate in a performance evaluation to determine his suitability
to
the position within the three (3) month
period.
|
REMUNERATION
|
3.
|
Base
Salary
|
|
(a)
|
The
Employee will receive an annual base salary, in Canadian dollars,
inclusive of overtime, holiday and vacation pay, and less all deductions
required by law.
|
| (b) |
The
Employee’s base salary is reviewed annually by the Board of Directors, and
any change in base salary must be approved by the Board of
Directors.
|
|
|
Bonus
|
| (c) |
The
Employee, in his capacity as Chief Financial Officer, shall have
the
opportunity to earn a cash bonus if specific performance objectives
are
achieved.
|
| (d) |
Annual
performance objectives shall be established by the Human Resources
and
Compensation Committee (the “Committee”) in discussion with the Employee,
and shall be subsequently approved by the Board of Directors.
|
| (e) |
The
fulfillment or non-fulfillment of the performance objectives and
the
quantum of the bonus payable shall be at the discretion of, and determined
by, the Committee, and confirmed by the Board of
Directors.
|
|
|
Current
Compensation
|
|
(f)
|
The
Employee’s current base salary, bonus eligibility and performance
objectives are reviewed annually by the Committee and Board of Directors,
according to the fiscal year calendar, and are stated in the attached
Schedule “A”.
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BENEFITS
|
4.
|
(a)
|
The
Employee will be provided with the benefits as set out in Schedule
“B”,
attached hereto, as may be altered by the Company from time to time
in its
sole discretion upon one (1) month notice.
|
| (b) |
For
insured benefits, the Employer is only required to pay its portion
of the
premiums and has no further
obligation.
|
| (c) |
The
Employee will be reimbursed for annual professional fees upon proof
of
active membership (ie - Canadian Institute of Chartered
Accountants).
|
STOCK
OPTIONS
|
5.
|
Subject
to the approval of the Committee and the Board of Directors, the
Employee
shall be eligible to receive Options under the Navtech, Inc. 1999
Stock
Option Plan, as may be amended from time to time, and any grant of
Options
shall be governed by the 1999 Stock Option Plan and such terms as
may be
determined by the Board of Directors as permitted by the
Plan.
|
VACATION
| 6. |
|
The
Employee shall be eligible for twenty (20) days paid vacation each
fiscal
year. Vacation entitlement shall be administered according to the
Company’s vacation policy and practice, and may be altered from time to
time by the Company in its sole discretion. The Employee shall not
take
more than two consecutive weeks of vacation without the prior approval
of
the Chief Executive Officer.
|
EXPENSES
|
7.
|
Car
Allowance
|
| (a) |
If
the Employee uses his own vehicle in the performance of his job duties,
the Employee will be paid a car allowance of $0.38 per kilometer,
as may
be altered by the Company from time to time in its sole
discretion.
|
|
|
Business
Expenses
|
| (b) |
The
Company agrees to reimburse the Employee for reasonable expenses
(as
determined in the sole discretion of the Company) incurred in connection
with the carrying out of his duties. Such expenses must be documented
in
accordance with the Company policy, which may be altered from time
to time
by the Company in its sole
discretion.
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CONFLICT
OF INTEREST
| 8. |
The
Employee will ensure that his direct or indirect personal interests
do
not, whether potentially or actually, conflict with the Company’s
interests. The Employee agrees to promptly report any potential or
actual
conflicts of interest to the Chairman of the Board of Directors.
|
|
A
conflict of interest includes, but is not limited to the
following:
|
| (a) |
A
private or pecuniary interest in an organization with which the Company
does business or which competes with the business interests of the
Company.
|
| (b) |
A
private or pecuniary interest, direct or indirect, in any concern
or
activity of the Company of which the Employee is aware of or ought
reasonably to be aware.
|
| (c) |
Pecuniary
interests include the pecuniary interest of the Employee’s parents,
spouse, partner, children and relatives, a private corporation of
which
the Employee is a shareholder, director or officer, and a partner
or other
employer.
|
COMPANY
POLICIES
|
9.
|
(a)
|
The
Employee agrees to comply with the employment policies, practices,
rules,
regulations and instructions of the Company now in force or which
hereafter may be amended, revised or adopted in the sole discretion
of the
Company, acting reasonably, from time to
time.
|
|
(b)
|
The
Employee agrees to comply at all times with the prevailing laws,
including, but not limited to, the Ontario Human
Rights Code
and the Occupational
Health and Safety Act.
|
|
(c)
|
A
failure to comply with subsections 9(a) or 9(b) above constitutes
both a
breach of this Agreement and cause for termination without notice
or
compensation in lieu of notice.
|
RESTRICTIVE
COVENANTS
|
10.
|
(a)
|
The
Employee acknowledges and agrees that the restrictions and obligations
imposed on the Employee in Schedule C hereto are reasonable and necessary
for the protection of the Company, and the Employee waives any and
all
defences to the strict enforcement
thereof.
|
|
(b)
|
The
Company and the Employee acknowledge and agree that the restrictions
and
obligations contained in Schedule C hereto will continue to apply
notwithstanding the manner or reasons for the termination of the
Employee’s employment and regardless of whether the employment of the
Employee is terminated with or without notice or for cause or reasons
other than cause.
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RESIGNATION
|
11.
|
The
Employee may terminate the Employee’s employment pursuant to this
Agreement by notifying the Chairman of the Board of Directors
in writing
of the Employee’s intention to resign, with a minimum of four (4) weeks
notice.
|
TERMINATION
|
12.
|
This
Agreement may be terminated by the Company as a result of the following:
|
|
(a)
|
on
the death of the Employee;
|
|
(b)
|
any
act committed by the Employee, or a breach by the Employee of any
material
terms of his employment agreement, which would constitute grounds
for his
immediate dismissal with cause;
|
|
(c)
|
upon
provision of working notice, or pay in lieu thereof to the Employee
of any
amount equal to the greater of either six (6) months base salary
or one
(1) month base salary per completed year of service to a maximum
entitlement of twelve (12) months, less statutory deductions, which
payment shall be inclusive of all termination pay and severance pay
entitlements under the Employment
Standards Act,
if applicable. The Employee agrees that such payment fully satisfies
any
and all claims, causes of action, complaints that the Employee might
have
against the Company, its subsidiaries, affiliates and each of its
respective officers, directors, employees, servants, agents and assigns,
jointly and severally, respecting termination notice, pay in lieu
thereof,
severance pay or damages for wrongful
dismissal.
|
The
following clauses govern compensation upon termination of the
Employee:
| (d) |
vacation
pay and wages owing at the date of termination and the payment referred
to
in subsection 12(a), 12(b), or 12(c) above will be paid in accordance
with
the Employment
Standards Act.
|
| (e) |
a
pro-rata share of the fiscal year end bonus monies will be paid to
the
Employee, at the date of termination, calculated as a percentage
of
potential bonus earnings, corresponding to the number of completed
months
of employment within that fiscal year. Potential bonus monies will
be
calculated at the date of termination based upon the Company’s financial
results to-date relative to budget (i.e., if the employee is terminated
six months into a fiscal year and the Company has met 95% of EBITDA
budget
through the date of termination, then the employee would be paid
one-half
of the bonus amount that would have been earned if he had remained
with
the Company for the full year and the Company had achieved 95% of
budget.)
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| (f) |
any
stock option entitlement will be governed solely by the 1999 Stock
Option
Plan.
|
| (g) |
any
money owing by the Employee to the Company at the date of termination
will
be deducted from any monies owing to the Employee by the Company
and, in
this regard, the Employee specifically authorizes the Company to
deduct
any monies owing by the Employee to the Company from the Employee’s
termination payment. The Employee agrees that this paragraph is a
formula
from which a specific amount can be determined for the purposes of
the
Employment
Standards Act.
|
| (h) |
the
Company will continue to pay its share of contributions for the
corresponding term identified in 12.(c) to any benefit plan under
which
the Employee was covered at the time of termination of his employment
in
accordance with the Employment
Standards Act.
|
| (i) |
the
Company will not reimburse the Employee for expenses as set out in
subsection 7(b) above unless the expenses are authorized, properly
documented and submitted within two weeks of the date of the termination.
No expenses will be payable for any period following the last day
the
Employee was actively working for the
Company.
|
COMPLETE
AGREEMENT AND SEVERABILITY
|
13.
|
(a)
|
This
Agreement, and the schedules hereto, constitute the complete agreement
between the parties, and it is agreed that there is no term, condition,
warranty, or representation, collateral or otherwise, that may govern
or
affect the relationship between the parties, other than those contained
in
this agreement.
|
| (b) |
This
Agreement takes effect in substitution for all previous Agreements
and
arrangements whether written, oral or implied between the Company
and the
Employee relating to the Employee’s employment, all of which agreements
and arrangements shall be deemed to have been terminated by mutual
consent
as of and from the date upon which this Agreement is deemed to have
commenced.
|
|
(c)
|
This
Agreement may not be altered, modified or amended except by written
instrument signed by both of the parties hereto. If any covenant
or
provision of this Agreement is determined to be void or unenforceable,
in
whole or in part, it shall not be deemed to affect or impair the
validity
of any other covenants or provisions of this Agreement which are
hereby
declared to be separate and distinct
covenants.
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INDEPENDENT
LEGAL ADVICE
|
14.
|
(a)
|
The
Employee acknowledges that the Employee has been advised to seek
independent legal advice and that the Employee was given the opportunity
to seek and obtain such advice prior to the execution of this
Agreement.
|
| (b) |
The
Employee states that the Employee has read the entire Agreement and
understands its contents. The Employee further acknowledges that
the
Employee relied upon his own sources of information in signing this
Agreement and did not rely on any assertions, promises or information
from
the Company other than the terms of this
Agreement.
|
GOVERNING
LAW
|
15.
|
This
Agreement shall be governed by and interpreted in accordance with
the laws
of the Province of Ontario.
|
INTERPRETATION
|
16.
|
The
language used in this Agreement shall be deemed to be the language
chosen
by the parties to express their mutual intent, and the Agreement
shall be
interpreted without regard to any presumption or other rule requiring
interpretation of the Agreement more strongly against the party causing
it
to be drafted.
|
NOTICES
|
17.
|
Any
notice required or permitted to be given under this Agreement shall
be in
writing and shall be delivered personally or sent by prepaid registered
mail to the parties hereto at their respective addresses, or to such
other
address as either party may from time to time designate in writing
to the
other. Any notice mailed as aforesaid, shall be deemed to have been
received by the party to whom it was addressed on the third business
day
following such mailing.
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For
the Company:
NAVTECH,
INC.
_______________________________ ______________________________
Xx.
Xxxxx
Xxxxxxx Date
President
and CEO
For
the Canadian Employer of Record:
NAVTECH
SYSTEMS SUPPORT INC.
_______________________________ ______________________________
Xx.
Xxxxx
Xxxxxxx Date
President
and CEO
For
the Employee:
_______________________________ ______________________________
Xx.
Xxxxxx Xxxxxxxxxx Date
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