Professional Documents
Culture Documents
THIS AGREEMENT made as of Date of Agreement (ie. July 31, 2000) between Name of
Employer, of Address of Employer (the “Employer”) and Name of Employee, of Address of
Employee (the “Employee”).
AND WHEREAS the Board of Directors of the Employer considers it to be in the best interests
of the Employer to enter into this Agreement with the Employee, and this Agreement has been
duly approved by the Board of Directors of the Employer;
NOW THEREFORE this agreement witnesses that in consideration of the foregoing and the
mutual covenants and agreements set out below and of other good and valuable consideration,
the parties hereby agree as follows:
1. Definitions. Whenever used in this Agreement the following words and phrases shall
have the following respective meanings:
(a) “Business Day” shall mean the day upon which the principal office of all of the
chartered banks in Name of City Employer is Located, State or Province
Employer is Located are open for the transaction of business.
(b) “Date of Termination” shall mean the date the Employee ceases to be employed
by the Employer for whatever reason.
(e) “Voting Shares” shall mean, for the particular corporation, any shares of capital
stock having voting power under ordinary circumstances to vote in the election of
directors of such corporation.
2. Employment.
(a) Term and Position. The Employer will continue to employ the Employee as
Position of Employee until the Employee’s employment is terminated in
accordance with the provisions of this Agreement.
(b) Retirement. The parties agree that notwithstanding any other provision of this
Agreement, this Agreement and the employment of the Employee under this
Agreement shall not extend beyond the date on which the Employee reaches
sixty-five (65) years of age (“Retirement”).
(d) Service. During the term of his employment with the Employer, the Employee
will devote his full time, attention, and abilities to furthering the business of the
Employer and will faithfully serve the Employer and use his best efforts to
promote the interests of the Employer. The Employer agrees that the Employee
will be free to hold equity interests in businesses which do not compete with the
business of the Employer.
3. Compensation.
(a) Salary. The Employee will receive a salary of Amount of Annual Compensation
(ie. $70,000.00) per annum payable in equal bi-weekly installments. The
Employee’s salary will be reviewed by the Employer’s Board of Directors from
time to time at the Board’s discretion, but in any event will be reviewed not later
than Date of First Salary Review, and annually thereafter. Any salary review will
be done with a view to assessing the Employee’s achievement of overall
objectives established from time to time by the Board and considering market
rates of remuneration paid to Position of Employees of comparable international
companies.
(b) Expenses. The Employer will reimburse the Employer for all reasonable direct
out-of-pocket expenses incurred in connection with the performance of his duties
and responsibilities, or in carrying out any request made of the Employee by the
Employer.
(c) Vacation. During the term of his employment, the Employee will be entitled to
such reasonable periods of vacation as the Compensation Committee of the Board
of Directors and the Employee may agree upon, but not less than Number of
Weeks Vacation Employee Entitled to (ie. four (4)) weeks every year. Such
vacation shall be taken at such time as the Employee may from time to time
reasonably decide, provided such time, in the opinion of the Compensation
Committee acting reasonably, does not materially interfere with the Employee’s
duties hereunder. The Employee will be permitted to carry forward any unused
vacation into the next calendar year.
(d) Benefits. The Employee will be entitled to participate on equal terms and
conditions in all insurance and other benefit plans which the Employer offers to
its senior executives and will continue to receive all such benefits as he now
enjoys.
(e) Automobile. The Employer will provide the Employee with the use of an
automobile leased by the Employer and the Employer will pay for all gas, oil,
insurance, maintenance, repair, and other expenses incurred by the Employee in
the operation and maintenance of his automobile. The Employee will continue to
have the use of his automobile until the expiry of its lease, at which time the
Employer will lease for the Employee’s use an equivalent automobile of his
choosing.
(g) Stock Options. The Employee will be entitled to participate in any stock option
program offered by the Employer to its senior executives. Such stock option
program will be designed considering stock option programs offered to senior
executives of comparable international companies.
4. Termination.
(a) Voluntary Resignation. The Employee may terminate his employment with the
Employer at any time by giving Number of Month's Notice Employee Must Give
Employer to Resign (ie. four (4)) months’ notice to the Board of Directors of the
Employer.
(b) Termination for Just Cause. The Employer may terminate the Employee’s
employment at any time for just cause, without notice or payment of any
compensation either by way of anticipated earnings or damages of any kind.
(ii) if the Employee holds any options granted to him pursuant to the
Employer’s stock option plan for employees, the date to exercise such
options shall be extended for the lesser of 30 months from the Date of
Termination and the expiry date under such options;
(iv) the Employer shall pay to the Employee an amount equal to 2.5 times the
incentive compensation paid to the Employee in the 12 months preceding
his termination within 30 days after the Date of Termination.
(v) the Employer shall pay to the Employee all outstanding and accrued salary
and vacation pay to the Date of Termination within 30 days after the Date
of Termination and reimburse the Employee for all proper expenses
incurred by the Employee in carrying out his duties to the Employer prior
to the Date of Termination;
(vi) if, at the Date of Termination, there were any memberships in any clubs,
social, or athletic organizations paid for by the Employer that were for the
regular use of the Employee, the Employer will not take any action to
terminate such memberships, but need not renew any such membership
that expires; and
(viii) The Employer agrees to make payments contemplated by this Section 4(c)
irrespective of whether the Employee finds (or seeks) alternative
employment.
(d) Constructive Dismissal. In the event the Employer alters the Employee’s
remuneration, title, reporting relationship, or responsibilities to the extent that the
Employee has been constructively dismissed, the Employer shall make all the
payments and provide the benefits specified in Section 4(c) hereof, from and after
the date of such constructive dismissal.
(i) the Employee’s employment with the Employer has been terminated for
just cause;
(iv) the Employee resigns from employment for reasons other than the reasons
specified in Section 4(c).
(i) the Employer and its subsidiaries have carried on and will hereinafter
carry on the business of ;
(ii) in the course of carrying out, performing, and fulfilling his responsibilities
to the Employer, the Employee will have access to and will be entrusted
with and receive confidential and proprietary information and trade secrets
of the Employer (“Confidential Information”) relating to the foregoing
business, the disclosure of any of which to competitors or to the general
public may be detrimental to the best interests of the Employer;
(iii) in the course of performing his obligations to the Employer hereunder, the
Employee will be one of the principal representatives of the Employer and
as such will be significantly responsible for the maintaining or enhancing
the goodwill of the Employer;
(b) Legal Actions. In the event that the Employer commences legal action against the
Employee for breach of Section 6(a) hereof and a court thereafter determines that
the Employee has not so breached such Section, the Employer shall pay all of the
reasonable legal fees (including disbursements) of the Employee on a solicitor-
and-his-own-client basis.
(c) Breach by the Employee of Section 6(a). In addition to any other remedy
available to the Employer, the Employee agrees that a breach of any of the
provisions of Section 6(a) shall be regarded as a fundamental breach of the
Employee’s obligations hereunder entitling the Employer (i) to refuse to perform
or to continue performing its obligations hereunder, including payment of the
Guaranteed Amount and the Non-Competition Fee and (ii) if paid, to seek
repayment from the Employee of the Non-Competition Fee.
7. Injunctions. The Employee hereby acknowledges and agrees that any breach whatsoever
of the terms of this Agreement by him shall cause, and shall be deemed to be, a breach of
his fiduciary obligations to the Employer and shall cause serious damages and injury to
the Employer for which monetary damages would not, alone or in part, adequately
compensate the Employer. Accordingly, the Employee agrees that if he should violate any
of the terms if this Agreement, the Employer shall be entitled, either on its own initiative
or with such others as it may decide, to all appropriate remedies, including an interim,
interlocutory, or permanent injunction to be issued by any competent court enjoining and
restraining the Employee from such wrongful acts.
8. Severability. Each of the sections contained herein shall be and remain separate from,
independent of, and severable from all and any other sections herein except as otherwise
indicated by the context of this Agreement. Any decision or declaration that one or more
of the sections or subsections are null and void shall have no effect on the remaining
sections or subsections in this Agreement.
9. Notices. Any notice in writing required or permitted to be given to the Employee shall be
delivered personally or mailed by registered mail, postage prepaid, addressed to the
Employee at his last residential address known to the Secretary of the Employer. Any
such notice mailed shall be deemed to have been received by the Employee on the second
business day following the date of mailing. Any notice in writing required or permitted to
be given to the Employer shall be given by registered mail, postage prepaid, addressed to
the Employer at . Any such notice mailed shall be deemed to have been received by
the Employer on the second business day following the date of mailing. Such address for
the giving of notices may be changed by notice in writing.
10. Termination of Prior Agreements. Any previous agreements, written or oral, express or
implied, between the Employee and Employer relating to the employment of the
Employee by the Employer are terminated and cancelled, and the Employee and the
Employer release and forever discharge each other of and from all manners of action,
causes of action, claims, and demands whatsoever under or in respect of any such prior
agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto and contains all of the covenants, representations, and warranties of the respective
parties. There are no oral representations or warranties between the parties of any kind.
This Agreement may not be amended in any respect except by written instrument, signed
by the parties. Any oral amendments or modifications will be of no force or effect and
will be void.
12. General.
(a) Tendering Resignations. The Employee agrees that after termination of his
employment, he will tender his resignation from any position he may hold as an
officer or director of the Employer or its subsidiaries. Doing so will not reduce the
obligations of the Employer described herein.
(b) Delivery of Records. Upon any termination of employment, the Employee shall,
within ten (10) business days, deliver or cause to be delivered to the Employer all
books, documents, effects, monies, securities, or other property belonging to the
Employer or its subsidiaries or for which the Employer or its subsidiaries are
liable to others, which are in the possession, charge, control, or custody of the
Employee.
(c) Benefit and Binding Nature of Agreement. This Agreement shall enure to the
benefit of and be binding upon the Employee and his heirs, executors, legal
personal representatives, and administrators, and upon the Employer and its
successors and assigns.
(d) No Derogation. Nothing herein derogates from any rights the Employee may
have under applicable law except as set forth in this Section. The parties agree
that the rights, entitlements, and benefits set out in this Agreement to be paid to
the Employee are in full satisfaction of all rights of the Employee under any
statute, law or legislation in any other jurisdiction, and any rights or entitlements
the Employee may otherwise have as a result of the termination of his
employment whether against the Employer or any of the Employer’s subsidiaries.
(e) No Oral Waiver. Neither party may waive or shall be deemed to have waived any
rights it or he may have under this Agreement (including under this Section)
except to the extent that such waiver is in writing.
(g) Legal Representation. The Employee acknowledges to the Employer that he has
been represented and has had opportunity to be represented by separate legal
counsel in connection with the negotiation and finalization of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above
written.
NAME OF EMPLOYER
Per:
Name:
Title:
Schedule A
Release
And for the same consideration, the undersigned hereby (i) represents, warrants,
and covenants that the undersigned has not assigned and will not assign to any
other person or entity any of the actions, causes of action, suits, demands, debts,
accounts, covenants, contracts, damages, and other claims which the undersigned
is releasing herein and (ii) agrees not to make any claim or to take any proceeding
against any other person or entity in respect of the matters and claims hereby
released who might claim contribution from or to be indemnified by any of the
Releasees.
The provisions hereof shall be binding upon the undersigned and his heirs,
executors, administrators, legal representatives, successors, and assigns.