EMPLOYMENT AGREEMENT BETWEEN Navtech Systems Support Inc. (the Company) - and - Britt Bowra (the Employee)
BETWEEN
Navtech
Systems Support Inc. (the
Company)
-
and
-
Xxxxx
Xxxxx (the
Employee)
WHEREAS
the
Employee is currently employed by the Company as Vice
President, Sales & Business Development;
AND
WHEREAS
the
Employee will serve as the Managing Country Director for the Waterloo facility;
AND
WHEREAS
both
parties wish to formalize the employment agreement with the other;
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 February 1,
2006.
|
DUTIES
AND RESPONSIBILITIES
|
2.
|
In
serving the Company as Vice President, Sales & Business Development,
the Employee agrees:
|
| (a) |
to
undertake such duties and obligations in relation to the Company’s
business and at such locations as the President and CEO 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, consistent with the
Employee’s title, as may be assigned by the President and
CEO,
|
| (d) |
to
provide regular activity reports to the Navtech, Inc. Board of Directors
(“Board of Directors”)_and the President and CEO as may be
required,
|
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| (e) |
and
acknowledges that he is an Officer and fiduciary to the
Company,
|
| (f) |
to
serve as an Officer of the Company’s parent, Navtech, Inc., 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.
|
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 President and CEO and
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 Vice President, Sales & Business
Development, shall have the opportunity to earn a cash bonus if
specific
performance objectives are
achieved.
|
| (d) |
Annual
performance objectives shall be established by the President and
CEO 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 President and CEO, 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 President and
CEO and Board of
Directors, according to the fiscal year calendar, and
are stated in the
attached Schedule “A”.
|
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.
|
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| (b) |
For
insured benefits, the Employer is only required to pay its portion
of the
premiums and has no further obligation.
|
STOCK
OPTIONS
|
5.
|
Subject
to the approval of the President and CEO 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 President and CEO.
|
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.
|
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.
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| (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 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.
|
RESIGNATION
|
11.
|
The
Employee may terminate the Employee’s employment pursuant to this
Agreement by notifying the CEO in writing of the Employee’s intention to
resign, with a minimum of six (6) weeks notice.
|
TERMINATION
|
12.
|
This
Agreement may be terminated by the Company as a result of the following:
|
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| (a) |
on
the death of the
Employee;
|
| (b) |
any
act committed by the Employee, or a breach by the
Employee of any 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 nine (9) months base salary,
less statutory deductions, as
at February 1, 2006. For every year of service
thereafter, the Employee
will be entitled to an additional one (1)
month base salary, less
statutory deductions, to a maximum entitlement
of twelve (12) months,
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 any unpaid car allowance
for the period in which
termination occurs will be paid to the Employee
when the final settlement
is prepared. No car allowance will be payable
for any period following the
last day the Employee was actively working
for the
Company.
|
| (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 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.
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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.
|
INDEPENDENT
LEGAL ADVICE
|
14. (a)
|
The
Employee acknowledges that the Employee has been
advised to seek
independent legal advise 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.
|
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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.
|
For
the Company:
NAVTECH
SYSTEMS SUPPORT INC.
_______________________________ ______________________________
Xx.
Xxxxx
Xxxxxxx Date
President
and CEO
For
the Employee:
_______________________________ ______________________________
Xx.
Xxxxx
Xxxxx Date
Vice
President, Sales & Business Development
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