Exhibit 10(t) - Employment Agreement of Gordon Heard, CFO










NAVTECH,
INC. 

EXHIBIT
10(T)








 

EMPLOYMENT
AGREEMENT

BETWEEN 




Navtech
Systems Support Inc. (the Company)




- and
-




Gordon
Heard (the Employee)




 

WHEREAS
the Employee is currently employed by the Company as Chief Financial
Officer;




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 November 1,
  2005.





 

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,






 



	
       
	
      (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,






 



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      (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.






 

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
      and quarterly 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”.





 

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.







 

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.






 



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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 Chair of the Committee.










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.







 



	
       
	
      (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.






 



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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 Chairman of the Board of Directors 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:






 



	 	
      (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 six (6) months base salary, 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.










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      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)
	
      
      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.)






 



		
      (g)
	
      
      any
      stock option entitlement will be governed solely by the 1999 Stock Option
      Plan.






 



		
      (h)
	
      
      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.






 



		
      (i)
	
      
      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.






 

 



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      (j)
	
      
      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.








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.









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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.







For
the Company:




NAVTECH
SYSTEMS SUPPORT INC.







_______________________________ ______________________________

Mr. David
Strucke     Date

President
and CEO







For
the Employee:
















_______________________________ ______________________________

Mr.
Gordon Heard      Date

Chief
Financial Officer






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