Common use of Termination Without Cause by the Company Clause in Contracts

Termination Without Cause by the Company. (a) The Company may terminate the employment of the Executive without just cause at any time by providing the Executive notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six (6) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and the Executive’s employment is terminated in accordance with this Subsection 6.2, the Executive agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this Agreement, the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimums.

Termination Without Cause by the Company. (a) The Company may terminate the employment of the Executive without just cause at any time by providing the Executive notice or pay in lieu of such notice and severance pay, if applicable, in with the amount of six (6) months’ Base Salarygreater of: (i) A onetime payment of USD $3 million, less applicable deductions and withholdings; and (ii) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and the Executive’s employment is terminated in accordance with this Subsection 6.2, the Executive agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this Agreement, the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimums.

Termination Without Cause by the Company. (a) The Company may terminate the Executive’s employment of the Executive without just cause at for any time by providing the Executive notice reason other than Cause, Disability, Retirement or pay in lieu of such notice and severance pay, if applicable, in the amount of death upon six (6) months’ prior written notice pursuant to Section 1(h) hereof. Upon a termination by the Company for any reason other than Cause, Disability, Retirement or death, the Company may, in its sole discretion, either pay to Executive in accordance with Section 1(i) below an amount equal to six (6) months of Executive’s then Base Salary and Pension and Benefit Funding in lieu of complying with such Notice Period requirement, or direct Executive not to report to work unless otherwise requested by the Company (the “Garden Leave”). The Company shall also pay to Executive an additional lump sum in cash equal to twelve (12) months of Executive’s then Base Salary, such lump sum payment to be made within thirty (30) days of the termination of Executive’s employment. Such payments will be in substitution for any payment that may otherwise have been made to Executive pursuant to the Company’s then current severance practice or plan. If the Company terminates Executive’s employment for any reason other than Cause, Disability, Retirement or death, Executive shall be treated as a good leaver by reason of redundancy for the purposes of Executive’s entitlement under the Deferral Plan and the Company’s equity plans. In addition, provided that Executive’s employment is not terminated by reason of Executive’s personal underperformance (having been given a warning by the Board and a reasonable opportunity to cure any failure), Executive will receive a pro rata target award under the Discretionary Award Program in respect of the year in which such termination occurs, provided only that there is an orderly handover by Executive of his responsibilities and that Executive signs a release and waiver of claims in favor of the Group substantially in the form annexed hereto as Exhibit A. Any additional payments will be at the sole discretion of the Remuneration Committee. During any period of Garden Leave or during the Notice Period under this Section 1(d) or under Section 1(e) the following will apply: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and the Executive’s employment is terminated in accordance with this Subsection 6.2, the Executive agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this Agreement, the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour remain an employee of the Company, in a form will continue to be provided paid Executive’s then Base Salary and Pension and Benefit Funding, and will continue to be eligible for Employee Benefits; (ii) Executive will be expected to continue to undertake such duties and responsibilities as are assigned to Executive by the Board, including duties to assist the Company with Executive’s transition from the Company and maintaining the Company’s business, prior business relationships and goodwill, but notwithstanding the foregoing the Company reserves the right to receiving the compensation set out in this Subsection 6.2 suspend any or all of in excess Executive’s duties and powers and to relocate Executive’s office to Executive’s personal residence for all or part of the ESA MinimumsGarden Leave; (iii) Executive will remain bound by all fiduciary duties and obligations owed to the Company and will remain required to comply with all Company policies and practices and the provisions of this Agreement; (iv) Executive may not, unless with the prior written consent of the Company or in the discharge of duties and responsibilities in accordance with Section 1(d)(ii) above, contact or attempt to contact any client, customer, agent, professional adviser, employee, supplier or broker of the Company or any member of the Group; (v) Executive will not be permitted to work for any other organization or on Executive’s own behalf without the Company’s prior written consent, but may search for other employment opportunities; and (vi) All other terms and conditions of Executive’s employment (both express and implied) and of this Agreement will remain in full force and effect until the end of the Garden Leave or Notice Period, and the terms of Sections 7, 8, 9, 10, 11 and 12 shall survive termination of this Agreement.

Termination Without Cause by the Company. (a) The Company may terminate the employment of the Executive without just cause at any time by providing the Executive notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six one (61) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and the Executive’s employment is terminated in accordance with this Subsection 6.2, the Executive agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive has ever had, now has, or at any time hereafter the Executive can, will or may have, by reason of or arising out of this Agreement, the Executive’s employment, or the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimums.

Termination Without Cause by the Company. (a) At any time the Company or any successor may, without Cause, terminate Executive’s employment, effective thirty (30) days after written notice is provided to Executive. (b) In the event Executive is terminated by the Company under this subsection, Executive shall be eligible to receive: (1) all compensation Executive earned but was not paid through the separation from employment; (2) any accrued but unused vacation pay; (3) any unreimbursed business expenses payable pursuant to the Company’s normal policies; (4) any Bonus that would have otherwise been paid to Executive, including any pro rata sums, as of the date of Executive’s receipt of the written notice of termination and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan; and (5) if eligible for COBRA benefits, up to six (6) months of premiums paid pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursable to Executive so long as Executive enrolls in COBRA and remains eligible for COBRA. (c) In addition, Executive shall be eligible to receive an additional lump-sum payment in the amount of Two Million U.S. Dollars ($2,000,000) if and only if the Executive signs and does not otherwise revoke a separation agreement that includes, in material part, a full release of all claims, confidentiality as to terms and fact of agreement, and reasonable cooperation by the Executive during the one year period following the Executive’s termination of employment. Company is obligated to provide a document for Executive’s consideration within 30 days of the termination date. Any pay in lieu of notice paid to the Executive pursuant to subsection (d) below will be deducted from the lump sum payment on receipt of signed separation agreement. (d) The Company may terminate the employment of will provide to the Executive without just cause at any time by providing the Executive that minimum amount of advance notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six (6) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled on termination of employment under the applicable employment or labour standards statute in lieu the province of reasonable notice, including statutory, contractual and common law amounts, and employment where the Executive is assigned to work for the Company will have no further obligations to at the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and time the Executive’s employment is terminated in accordance terminated, along with this Subsection 6.2, any other minimum amounts or entitlements to which the Executive agrees to release and forever discharge is entitled on termination of employment under the Company, and each of their directors, officers applicable employment or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to labour standards statute, which, as against the Company if any. Such notice or such persons as aforesaid or any pay in lieu of them, the Executive has ever had, now has, or at any time hereafter the Executive can, notice will or may have, by reason of or arising out of this Agreement, represent the Executive’s employment, or complete entitlement on termination where the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute does not sign a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimumsseparation agreement.

Termination Without Cause by the Company. (a) The Company may terminate the employment of the Executive Employee without just cause at any time by providing the Executive Employee notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six one (61) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive Employee agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive Employee is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive Employee with respect to the termination of this Agreement or the ExecutiveEmployee’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the ExecutiveEmployee’s employment, regardless of the ExecutiveEmployee’s length of service or any changes that may occur to the ExecutiveEmployee’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive Employee agree otherwise in writing. (c) Where this Agreement and the ExecutiveEmployee’s employment is terminated in accordance with this Subsection 6.2, the Executive Employee agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive Employee has ever had, now has, or at any time hereafter the Executive Employee can, will or may have, by reason of or arising out of this Agreement, the ExecutiveEmployee’s employment, or the termination of this Agreement and the ExecutiveEmployee’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive Employee agrees to execute a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimums.

Termination Without Cause by the Company. (a) At any time after Executive’s commencement of employment under this Agreement, the Company or any successor may, without Cause, terminate Executive’s employment, effective thirty (30) days after written notice is provided to Executive. (b) In the event Executive is terminated by the Company under this subsection, Executive shall be eligible to receive: (1) all compensation Executive earned but was not paid through the separation from employment; (2) any accrued but unused vacation pay; (3) any unreimbursed business expenses payable pursuant to the Company’s normal policies; (4) any Bonus that would have otherwise been paid to Executive, including any pro rata sums, as of the date of Executive’s receipt of the written notice of termination and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan; and (5) if eligible for COBRA benefits, up to six (6) months of premiums paid pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursable to Executive so long as Executive enrolls in COBRA and remains eligible for COBRA. (c) In addition, Executive shall be eligible to receive an additional lump-sum payment in the amount of Six Million U.S. Dollars ($6,000,000) if and only if the Executive signs and does not otherwise revoke a separation agreement that includes, in material part, a full release of all claims, confidentiality as to terms and fact of agreement, and reasonable cooperation by the Executive during the one year period following the Executive’s termination of employment. Company is obligated to provide a document for Executive’s consideration within 30 days of the termination date. (d) The Company may terminate the employment of will provide to the Executive without just cause at any time by providing the Executive that minimum amount of advance notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six (6) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive is entitled on termination of employment under the applicable employment or labour standards statute in lieu the province of reasonable notice, including statutory, contractual and common law amounts, and employment where the Executive is assigned to work for the Company will have no further obligations to at the Executive with respect to the termination of this Agreement or the Executive’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the Executive’s employment, regardless of the Executive’s length of service or any changes that may occur to the Executive’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive agree otherwise in writing. (c) Where this Agreement and time the Executive’s employment is terminated in accordance terminated, if any, along with this Subsection 6.2, any other minimum amounts or entitlements to which the Executive agrees to release and forever discharge is entitled on termination of employment under the Company, and each of their directors, officers applicable employment or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to labour standards statute, which, as against the Company if any. Such notice or such persons as aforesaid or any pay in lieu of them, the Executive has ever had, now has, or at any time hereafter the Executive can, notice will or may have, by reason of or arising out of this Agreement, represent the Executive’s employment, or complete entitlement on termination where the termination of this Agreement and the Executive’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive agrees to execute does not sign a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimumsseparation agreement.

Termination Without Cause by the Company. (a) The Company may terminate the employment of the Executive Employee without just cause at any time by providing the Executive Employee notice or pay in lieu of such notice and severance pay, if applicable, in the amount of six (6) months’ Base Salary: (i) any minimum entitlements to written notice of termination, payment in lieu of such notice, or a combination of written notice and payment in lieu of such notice, at the Company’s sole discretion, required by the British Columbia Employment Standards Act, as amended from time to time (the “ESA Minimums”) (collectively, the “Termination Payment”). (b) The Executive Employee agrees that the notice required or amount payable pursuant to this Subsection 6.2 will be the maximum notice or compensation to which the Executive Employee is entitled in lieu of reasonable notice, including statutory, contractual and common law amounts, and the Company will have no further obligations to the Executive Employee with respect to the termination of this Agreement or the ExecutiveEmployee’s employment with the Company, including without limitation further compensation, severance pay or damages. This Subsection 6.2 will continue to apply throughout the ExecutiveEmployee’s employment, regardless of the ExecutiveEmployee’s length of service or any changes that may occur to the ExecutiveEmployee’s position, duties and responsibilities, compensation or benefits, or other terms of employment, unless the Company and the Executive Employee agree otherwise in writing. (c) Where this Agreement and the ExecutiveEmployee’s employment is terminated in accordance with this Subsection 6.2, the Executive Employee agrees to release and forever discharge the Company, and each of their directors, officers or employees, of and from any and all manner of actions, causes of action, suits, claims, complaints, damages, costs and expenses of any nature or kind whatsoever, known or unknown, whether in law or in equity or pursuant to statute, which, as against the Company or such persons as aforesaid or any of them, the Executive Employee has ever had, now has, or at any time hereafter the Executive Employee can, will or may have, by reason of or arising out of this Agreement, the ExecutiveEmployee’s employment, or the termination of this Agreement and the ExecutiveEmployee’s employment, prior to receiving any payments in excess of the ESA Minimums. The Executive Employee agrees to execute a full and final release in favour of the Company, in a form to be provided by the Company, prior to receiving the compensation set out in this Subsection 6.2 of in excess of the ESA Minimums.