**EXHIBIT 10.11**

Employment Agreement Jon Ladd

ThisAgreement is made effective as of the 5th day of April 2004

Between:

**NOVATEL INC.**, a body corporate with offices in the City of Calgary, in the Provinceof Alberta (the “Corporation”)

OF THE FIRST PART

- and -

**JONATHAN LADD**, of the City of Calgary, in the Province of Alberta (the “Employee”)

OF THE SECOND PART

**RECITALS:**

WHEREASthe Employee has been employed by the Corporation since February 1, 2002,in the position of President and Chief Executive Officer;

ANDWHEREAS the Employee is also a director of the Corporation;

AND WHEREAS theCorporation and the Employee have agreed the Employee will be employed on theterms herein set forth:

NOW THEREFORE, in consideration of the covenantsand agreements herein contained and for other good and valuable considerationthe parties agree as follows:

 

**1.             Employment**

TheCorporation hereby agrees to continue to employ the Employee as the Presidentand Chief Executive Officer of the Corporation, until such employment is terminatedas provided herein.

**2.             Officeand Duties**

TheEmployee shall perform such duties and exercise such powers commensurate withhis position as President and Chief Executive Officer as may from time to timebe determined by the board of directors of the Corporation (the “Board”) or asmay be assigned to or vested in him by the by-laws of the Corporation,subject always to the control and direction of the Board.

**3.             FullAttention**

TheEmployee shall, at all times, faithfully, industriously and to the best of hisability, experience and talents perform all of the duties that may be requiredof and from him, pursuant to the terms hereof, to the reasonable satisfactionof the Corporation.  Without theCorporation’s prior approval, the Employee shall not, directly or indirectly,in any manner or in any capacity engage in any outside business endeavour oremployment that could adversely affect the Employee’s performance of hisassigned duties or compete with the Corporation.

**4.             Remuneration**

Subject to review by theBoard and the Compensation Committee of the Board, the Employee shall be paid,for his services as President and Chief Executive Officer of the Corporationduring the term of this Agreement an annual salary of $286,000 (CDN) (the “AnnualSalary”) payable bi-weekly in arrears. The Corporation shall make all applicable deductions and withholdingsfor 

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federaland provincial income tax, EI, CPP, benefits and other required deductions fromthe Employee’s compensation.  Subject tothe review of the Board and the Plan Administrator, the Employee shall beallowed to participate in any Stock Option Plan in place during the term ofthis Agreement.  The Employee shall notbe entitled to additional director’s fees and shall not be entitled toparticipate in the Director’s Stock Option Plan.  The Employee shall be allowed to participate in any bonus and/orstock appreciation rights plan adopted by the Corporation during the term ofthis Agreement on such basis as may be determined by the Compensation Committeeof the Board.

**5.             BenefitProgram**

TheEmployee shall, during his employment, be entitled to participate in allbenefit plans and programs offered generally to employees of the Corporation orto its executive officers and shall be entitled to such other benefits as may,from time to time, be agreed between the Board and the Employee.  The cost of all benefit plans and programsshall be paid by the Corporation and shall be in addition to the othercompensation paid to the Employee under this Agreement.  The Corporation will provide long-termdisability insurance adequate to cover the Employee’s Annual Salary in theevent of a disability.  If theCorporation is not able to secure third party benefit or insurance coverage forthe Employee’s benefit, it will assume responsibility to provide the benefit orinsurance coverage.  Benefits areprovided in accordance with the terms of the applicable benefit plans and maybe amended or terminated by the Corporation from time to time.

**6.             Expenses**

TheCorporation shall reimburse the Employee for travel, entertainment or otherexpenses in accordance with the Corporation’s policy for such expenses, as maybe in effect from time to time, as the Employee may incur in the performance ofhis duties under this Agreement.  TheEmployee shall furnish the Corporation with such statements, vouchers orreceipts as may be required by the Corporation.

**7.             Memberships**

TheCorporation shall, during the term of this Agreement, pay on behalf of theEmployee the fees for any professional associations that the Employee becomes amember of that are associated with his position as President and ChiefExecutive Officer.

**8.             Vacations**

TheEmployee shall be entitled to a certain number of paid vacation days in eachcalendar year as determined by the Board or the Compensation Committee fromtime to time, but not less than the greater of 20 business days or thenumber of business days vacation provided to other senior executives, in anycalendar year, pro-rated in any calendar year during which services are renderedhereunder for less than all of that year. Unused vacation may not be carried forward from year to year and willnot be paid out to the Employee except as required by applicable EmploymentStandards Legislation.

**9.             Terminationof the Employee’s Employment**

(a)***           By theEmployee***

(i)                                     Resignation — TheEmployee may at any time during the term of this Agreement give written noticeto the Corporation that the employment of the Employee as President and ChiefExecutive Officer of the Corporation shall terminate 30 days following thedelivery of that notice.  TheCorporation may elect to terminate the Employee’s employment immediately, inwhich case the Employee’s Stock 

 

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Options that would otherwise vest in the 30day notice period shall continue to vest, and the Employee shall have 180 daysto exercise all vested but unexercised Stock Options.  In consideration for the undertakings contained in section 13,the Company will pay the Employee a monthly amount equal to the Employee’sAnnual Salary at time of resignation plus a bonus, calculated as 8.33% of theaverage of the bonus that would have been received had target performance beenachieved, and the actual bonus achieved for the previous year.  This payment will continue for a period of12 months or until Employee has begun employment for a company not incompetition with the Company, whichever comes first.

(ii)                                  Disability — In theevent that the Employee fails, by reason of illness, mental or physical disability,or other incapacity, to perform his duties for any period of 180 days inany 365 day period, the Corporation may elect to treat the Employee’semployment and this Agreement as having been frustrated, such election beingexercisable by providing the Employee notice in writing, as well as one-half ofthe benefits and payments he would have received pursuant to Sections9(b)(i)(A), (B), and (C) below, and the same benefit he would have receivedpursuant to article 9(b)(i)(D) below.

(iii)                               Death - ThisAgreement shall immediately terminate upon the death of the Employee and theEmployee’s legal personal representatives shall not be entitled to any furtherpayments with regard to the Employee’s employment or to the accelerated vestingof any Stock Options granted to the Employee.

(iv)                              ConstructiveDismissal — This Agreement shall immediately terminate, atthe option of the Employee, if:

A.                                   The Employee’stitle or responsibilities are reduced in any material manner unless otherwiseagreed to by the Employee, however, non-election to the Board ofDirectors of the Corporation will not constitute a reduction or material changein the title or responsibilities of the Employee;

B.                                     The Employee’ssalary is reduced in any material manner, unless such reduction is inaccordance with a general reduction of executive salaries implemented by theCorporation in conjunction with a financial restructuring by the Corporation;

C.                                     If theEmployee’s participation in the Corporation’s employee benefit programs isterminated or reduced in any material manner unless such programs areterminated or reduced for all of the Corporation’s employees

inwhich case the Employee shall be entitled, upon electing to terminate hisemployment, to:

D.                                    Be paid a lumpsum severance in an amount equal to: eighteen months Annual Salary; plus one-and-a-half timesannualized bonus under the Employee’s bonus plan in effect at the date oftermination, calculated as the average of the bonus that would have beenreceived had target performance been achieved, and the actual bonus achievedfor the previous year ;

 

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E.                                      Have allunvested Stock Options vest immediately and to have all vested but unexercisedStock Options be exercisable by the Employee within 180 days of the date of theEmployee’s election to terminate his employment after which time allunexercised Stock Options will expire;

F.                                      Be paid allAnnual Salary accrued to the date of termination plus a bonus, under theEmployee’s bonus plan in effect at the date of termination, pro rated for theportion of the year prior to the date of termination, calculated as the averageof the bonus that would have been received had target performance beenachieved, and the actual bonus achieved for the previous year; and

G.                                     Reimbursementof his and his family’s reasonable relocation expenses back to a location ofhis choosing in the continental United States.

Inthe event the Employee does not elect to terminate his employment within 180days of the first event constituting a Constructive Dismissal, the Employeeshall be deemed to have elected to continue his employment on the new termsfirst giving rise to the Constructive Dismissal and shall no longer be entitledto payment of the amounts set out above unless a new event constitutingConstructive Dismissal arises whereupon the provisions of this section shallonce again apply to the new event of Constructive Dismissal.

(b)***           By theCorporation***

(i)                                     TerminationWithout Cause — The Corporation may, without cause, at any timeduring the term of this Agreement terminate the employment of the Employee asPresident and Chief Executive Officer of the Corporation in which case theEmployee shall be entitled on the date that the Employee’s employment isterminated, to:

A.                                   Be paid a lumpsum severance in an amount equal to: eighteen months Annual Salary; plus one-and-a-half timesannualized bonus under the Employee’s bonus plan in effect at the date oftermination, calculated as the average of the bonus that would have been receivedhad target performance been achieved, and the actual bonus achieved for theprevious year;

B.                                     Have allunvested Stock Options vest immediately and to have all vested but unexercisedStock Options be exercisable by the Employee within 180 days of the date oftermination of his employment after which time all unexercised Stock Optionswill expire;

C.                                     Be paid allAnnual Salary accrued to the date of termination plus a bonus, under theEmployee’s bonus plan in effect at the date of termination, pro rated for theportion of the year prior to the date of termination, calculated as the averageof the bonus that would have been received had target performance beenachieved, and the actual bonus achieved for the previous year; and

D.                                    Reimbursementof his and his family’s reasonable relocation expenses back to a location ofhis choosing in the continental United States.

(ii)                                  Terminationfor Cause — This Agreement may be terminated by theCorporation at any time for Cause (as defined below).  In such event, the Employee shall 

 

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immediately cease rendering services under this Agreement and shall notbe entitled to any payments with regard to his employment or the termination ofhis employment, except to the extent required by applicable employmentstandards legislation or accelerated vesting of Stock Options.  “Cause” as used in Agreement means withoutlimitation, a material breach of the provisions of this Agreement, convictionof the Employee of an indictable offense or any offense involving fraud orbreach of trust or other cause as such term is interpreted by Alberta Courtsfrom time to time. 

10.           **Termination Rights as a Result ofChange in Control**

(a)**           Applicable Terminology**

Forpurposes of this Agreement:

“Change of Control” means:

(i)                                     where a Person(as defined below) or a group of Persons acting in concert acquires ownershipor control of  more than 50% of theoutstanding shares of the Corporation carrying voting rights;

(ii)           the sale, lease ortransfer of all or substantially all of the Corporation’s assets to any otherPerson or Persons; or

(iii)                               the enteringinto of a merger, amalgamation, arrangement or other reorganization by theCorporation with another unrelated corporation which results in a change in thecomposition of a majority of the Board, without the consent of a majority ofthe Board holding office immediately prior to such event.

“Person”includes an individual, a partnership, a corporation and any other entity orassociation other than CMC Electronics Inc. or a partnership, corporation orother entity controlled directly or indirectly by it individually or jointly.

“TerminationDate” means the date that the Employee’s employment with the Corporation isterminated by the Corporation after a Change of Control or that the Employeeresigns pursuant to Section 9(a)(iv) or is terminated pursuant to Section9(b)(i) of this Agreement.

(b)           ***Termination on Change in Control***

Ifa Change in Control occurs at any time during the term of this Agreement andeither contemporaneously or within one (1) year after the Change in Control:

(i)                                     the Employee’semployment with the Corporation is terminated without cause by the Corporation;or

(ii)                                  the Employeeresigns pursuant to Section 9(a)(iv) of this Agreement;

Thenthe Corporation shall in lieu of, and not in addition to the amounts referredto in Section 9, pay to the Employee:

A.                                   Be paid a lumpsum severance in an amount equal to: eighteen months Annual Salary; plus one-and-a-half timesannualized bonus under the Employee’s bonus plan in effect at the date oftermination, calculated as the average of the bonus that would have beenreceived had target 

 

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performance been achieved, and the actual bonus achieved for the previousyear;

B.                                     Have allunvested Stock Options vest immediately and to have all vested but unexercisedStock Options be exercisable by the Employee within 180 days of the date of theEmployee’s election to terminate his employment after which time all unexercisedStock Options will expire;

C.                                     Be paid allAnnual Salary accrued to the date of termination plus a bonus, under theEmployee’s bonus plan in effect at the date of termination, pro rated for theportion of the year prior to the date of termination, calculated as the averageof the actual bonus that would have been received had target performance beenachieved, and the bonus achieved for the previous year; and

D.                                    Reimbursementof his and his family’s reasonable relocation expenses back to a location of hischoosing in the continental United States.

**11.          Release**

Inconsideration of the payments described in Sections 9(a)(iv), 9(b)(i), or 10(b)the Employee agrees to tender his resignation and execute a release in the formas attached to this Agreement as Schedule “A”, except that the Employee willstill entitled to those amounts that remain payable to him pursuant to thosesections and any indemnities provided by the Corporation to the Employee in hiscapacity as an officer and director of the Corporation, which indemnities shallsurvive any termination of the Employee’s employment.

**12.          Inventions and Disclosure of Information**

TheEmployee agrees to continue to be bound by and comply with the terms of theEmployee Confidentiality and Assignment of Rights Agreement entered intobetween the Employee and the Corporation, attached as Schedule “B” to thisAgreement.

**13.          Non-Competition**

TheEmployee shall not, during the term of this Agreement and for a period of oneyear after the Termination Date, either directly or indirectly, whether aloneor in conjunction with any other Person, whether as principal, agent, partner,contractor or shareholder:

(a)                                  engaging inany undertaking; or

(b)                                 having anyfinancial or other interest in or in respect of the business of any Person whocarries on a business

whichwould compete with the business of the Corporation.

**14.          Non-Solicitation**

TheEmployee will not, directly or indirectly, solicit for employment, or advise orrecommend to any other Person that they employ or solicit for employment, anyemployee of the Corporation during his period of employment by the Corporationand for a further period of one year after he ceases to be employed by theCorporation for any reason whatsoever. Notwithstanding the generality of the foregoing, the Employee shall notbe precluded from general searches for prospective employees through the use ofadvertisements in the media.

 

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**15.          Severable Clauses**

Adetermination that any provision of this Agreement is unenforceable, in wholeor in part, shall not affect the validity of any other provision.

**16.          Injunctive Relief**

TheEmployee agrees that the remedy at law of damages for any breach by him of theconfidentiality or non-competition provisions of this Agreement will beinadequate and that the Corporation, on application to a Court, shall beentitled to temporary and permanent injunctive relief against the Employeewithout the necessity of proving actual damage to the Corporation.

**17.          Notice**

Anynotice in writing required to or permitted to be given by either partyhereunder shall be sufficiently given if delivered to the other partypersonally or by telecopy addressed to:

the Corporation at:

NovAtelInc.1120 - 68th Avenue N.E.Calgary, Alberta  T2E 8S5Attention:  Chairman

Telecopier No.         (403)295-0230

or to the Employee at:

Jonathan Ladd212 Sutherland Mews N.W.Calgary, Alberta  T3R 1H1

TelephoneNo. (403) 663-1233

Anysuch notice which is delivered or telecopied before 5:00 p.m. on any businessday shall be deemed to have been delivered on that day.  Any notices delivered or telecopied afterthat time on a business day or on a day that is not a business day, shall bedeemed received on the next following business day.  In this Agreement, “business day” means a day that is not aSaturday, Sunday or statutory holiday in Calgary, Alberta.  Any address for the giving of noticeshereunder may be changed by notice in writing to the other party.

**18.          Governing Law**

Theprovisions of this Agreement shall be governed by and interpreted in accordancewith the laws in force in the Province of Alberta.

**19.          Survival**

ThisAgreement shall extend and enure to the benefit of the successors and assignsof each of the parties.

**20.          Independent Advice**

TheEmployee acknowledges that he has obtained independent legal advice withrespect to his rights and obligations under this Agreement.

 

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**21.          Entire Agreement**

Thereare no agreements, understandings or statements, verbal or written, regardingthe employment of the Employee by the Corporation except in thisAgreement.  No modification, waiver,amendment or replacement of this Agreement shall be effective unless made inwriting and signed by the Employee and the Corporation.

DATED to be effective as of March 22,2004.
|                                                                                               |   | **NOVATEL  INC.**                                                                                         |
|----------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|
|                                                                                               | Per:   | /s/ David E. Vaughn                                                                                       |
|                                                                                               |   |
|                                                                                               | Per:   | /s/ Werner Gartner                                                                                        |
|                                                                                               |   |
|                                                                                               |   |                                                                                                      |
| /s/ Sonia Ross                                                                                     |   | /s/ Jonathan Ladd                                                                                         |
|                 Witness |   |                 JONATHAN  LADD |

 

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**SCHEDULEA - RELEASE**

 

**1.                             RELEASE**

 

**                               **In consideration of the terms and conditions asoutlined in the Employment Agreement to which this Release is attached asSchedule B, I, **JONATHAN LADD**, hereby release **NOVATEL INC.**, and itsparents, subsidiaries, affiliates, related companies or organizations,directors, officers, partners, employees, trustees and agents (hereinaftercollectively referred to as the “Company”), jointly and severally from any andall actions, causes of action, suits, debts, duties, accounts, bonds,covenants, contracts, obligations, liabilities, claims, complaints, and demandsof every nature or kind which I as an officer, director, shareholder, creditoror employee of the Company or otherwise, ever had, now have, or hereafter mayhave in respect of any cause, matter or thing, and without limiting thegenerality of the foregoing, in respect of any and all claims in contract or intort or statutory rights or remedies arising out of or in any way connectedwith my employment with the Company, including any and all claims for damages,salary, wages, vacation pay, general holiday pay, termination pay, severancepay, compensation in lieu of notice, overtime payments, commissions, expensereimbursement, short term or long term disability and other insurance benefitsor benefit coverage, bonuses (individual or group), incentive payments,allowances, stock options, and retirement or pension allowances.

 

**2.                             HUMANRIGHTS**

 

                                Irelease the Company from any liability for any past acts of discrimination andacknowledge that my execution of this Release precludes the consideration ofany complaint I might make to the Alberta Human Rights and CitizenshipCommission pursuant to the Alberta**Human Rights, Citizenship andMulticulturalism Act, R.S.A. 2000, c. H-14, as amended from time to time.

 

**3.                             EMPLOYMENTSTANDARDS**

 

                                Iacknowledge receipt of all wages, pay, commissions, overtime pay, vacation pay,general holiday pay, bonuses, and termination pay to which I am entitled byvirtue of the Alberta Employment Standards Code, R.S.A. 2000, c. E-9, asamended from time to time.

 

**4.                             INDEMNITYFOR TAXES, ETC.**

 

                                Iagree to hold harmless and indemnify the Company from and against all claims,assessment, taxes, premiums or other penalties or demands that may be made bythe Canada Customs and Revenue Agency, the Employment Insurance Commission, theCanada Pension Plan Commission, or other official of the Government of Canada,requiring the Company to pay any amounts, including income tax, charges,interest, or penalties under the Income Tax Act (Canada), the EmploymentInsurance Act (Canada), or the Canada Pension Plan, or under anyother enactment, in excess of those amounts previously withheld, except thatthe Company will remain liable to pay any interest and penalties assessed as aresult of its failure to withhold and remit the appropriate amounts from myearnings.

 

**5.                             RETURNOF COMPANY PROPERTY**

 

                                Iconfirm that I have returned to the Company all its property, including withoutlimitation all [a list of property should be inserted here].

 

**6.                             FURTHERCLAIMS**

 

                                Iagree not to make a claim or take proceedings against any other person orcorporation that might claim contribution or indemnity under the provisions ofany statute or otherwise against the Company.

 

 

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**7.                             SUCCESSORSAND ASSIGNS**

 

                                Theprovisions hereof will be binding upon my heirs, executors, administrators andother legal representatives or assigns and shall enure to the benefit of thesuccessors and assigns of the Company.

 

**8.                             UNDERSTANDING**

 

                                Ihave read the terms of this Release, understand the terms and agree to be boundby those terms freely, voluntarily, and without duress and after havingobtained independent legal advice.  Ihave not been influenced by any representations or statements made by or onbehalf of the Company.  I herebyvoluntarily accept the said terms for the purpose of making full and finalcompromise, adjustment and settlement of all claims as aforesaid.

 

 

 

**IN WITNESS WHEREOF** I have executed this Release this        day of                         20

 

 
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|-------------|--------|--------|-------------------|
|        | )      |   |              |
| **Witness** | )      |   | **JONATHAN LADD** |
|        | )      |   |              |
|        | )      |   |              |
| *(Name)*    | *)*    |   |              |
|        | )      |   |              |
| *(Address)* | *)*    |   |              |
|        | )      |   |              |
|        | )      |   |              |
|        | )      |   |              |

 

 

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**SCHEDULE B**

**EMPLOYEE CONFIDENTIALITY AND**

**ASSIGNMENT OF RIGHTS AGREEMENT**

 

MEMORANDUM OF AGREEMENT made between NovAtelInc. (“NovAtel”) and the employee or prospective employee of NovAtel whose nameappears on the last page of this Agreement (the “Employee”).

 

WHEREAS the Employee may, from time to time,in the course of his employment with NovAtel, receive or contribute toConfidential Information which is valuable and proprietary to NovAtel or whichNovAtel is required by agreements with others to keep confidential and, inaddition, the Employee may, from time to time, make or conceive of, Inventions.

 

In consideration of the compensation paid tohim as an employee of, and as a condition of employment with, NovAtel, theEmployee agrees with NovAtel as follows:

 

1.             Definitions

 

1.1           (a)  “Confidential Information” means informationreceived by the Employee (including, without limitation, information discoveredby the Employee while on the premises of NovAtel) which is related to NovAtelor any third party which has disclosed such information to NovAtel whichNovAtel is obligated to treat as confidential, which (i) derives economicvalue, actual or potential, from not being generally known to or readilyascertainable by other persons who could obtain economic value from itsdisclosure or use, and (ii) is the subject of efforts that are reasonable underthe circumstances to maintain its secrecy. Confidential Information includes, but is not limited to, technical andnon-technical data related to designs, compilations, programs, inventions, methods,techniques, drawings, processes, formulas, patterns, finances, personnel,actual or potential customers and suppliers, contractual arrangements, existingand future products and other materials of whatever description.

 

                (b)  “Inventions” means any works, discoveries,concepts and ideas, including but not limited to products, processes, methods,formulae and techniques as well as improvements thereof or “know-how” relatedthereto, all copyright, industrial design and other intellectual propertyrights, regardless of whether protectable by copyright, patent or otherwise,regardless of whether created alone or with others and regardless of 

 

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whether created during or after workinghours, which relate in any manner to any aspect of any present or prospectiveactivity of NovAtel, developed during the Employee’s employment with NovAtel orwithin one year of termination of such employment.

 

2.  Covenantsof Employee

 

2.1 The Employee shall not disclose any Confidential Information to anyother person or entity without the prior written consent of NovAtel and exceptas may be necessary in the course of his employment.

 

2.2 The Employee shall not use, directly or indirectly, for the benefit ofhimself or any other person or entity other than NovAtel, any ConfidentialInformation.

 

2.3 The Employee shall disclose to NovAtel all Confidential Informationdeveloped or acquired by him in the course of his employment with NovAtel,except such Confidential Information as is already known to NovAtel.

 

2.4 Upon termination of employment with NovAtel or at such earlier time asNovAtel may request, the Employee shall immediately return to or leave withNovAtel all documents, records, notebooks, discs or stored on any other mediumconstituting Confidential Information, including any copies, and all otherproperty of NovAtel then in the Employee’s possession.

 

3.  Inventions

 

3.1 The Employee assigns, without royalty or other consideration other thanhis employment by NovAtel, to NovAtel all of his right, title and interest inany and all Inventions.

 

3.2 The Employee waives all moral rights (as defined in the Copyright Act (Canada)) with respect to allInventions.

 

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3.3 The Employee shall disclose to NovAtel all Inventions.

 

3.4 To the extent the Employee believes that he owns or has a claim in anyworks, discoveries, concepts or ideas which may be considered an Invention, theEmployee agrees to provide NovAtel with a written description (disclosing the subjectmatter of the invention or idea sufficient to identify its nature) of theownership of interest or claim within 2 weeks of the execution of thisAgreement or if such interest or claim arises after the execution of thisAgreement within 2 weeks of the interest or claim becoming known to theEmployee.  Should the Employee fail todisclose in accordance

with this paragraph, it shall be conclusivelypresumed that any and all works, discoveries, concepts and ideas shall beInventions.

 

4.  Dutyof Loyalty

 

4.1 During the Employee’s employment with NovAtel, the Employee shalldiligently perform his assigned duties and devote his entire time, attentionand energies to the business of NovAtel. Accordingly, the Employee shall not engage or become interested in(whether as a partner, officer, director, employee or otherwise) any businessactivity, either directly or indirectly, that is competitive with, or otherwiserelates to or arises from, the existing or contemplated business of NovAtel.

 

4.2 The Employee acknowledges and agrees that employment with NovAtelrequires the Employee to adhere to and comply with the business practices andrequirements of ethical conduct set forth by NovAtel and that at all times theEmployee’s conduct and ethics must be above reproach.

 

4.3 The Employee agrees to execute and deliver such further and otherdocuments and do and perform and cause to be done and performed such furtherand others acts and things as may be necessary or desirable in the opinion ofNovAtel to give full effect to this Agreement.

 

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5.  General

 

5.1 This Agreement shall be governed by andinterpreted in accordance with the laws of the Province of Alberta.

 

5.2 The obligations of the Employee inparagraphs 2, 3 and 4 shall continue during the course of his employment withNovAtel and shall continue after the termination of such employment.

 

5.3 The Employee shall advise any future employer that he has certaininformation which is confidential or is subject to this Agreement withoutdisclosing such information.

 

5.4 This Agreement is the entire agreement between the parties relating tothe subject matter hereof and may not be changed or modified except by bothparties in writing.

 

5.5 This Agreement shall be binding on and shall enure to the benefit of theEmployee and NovAtel, and their respective heirs, executors, administrators,successors and assigns.

 

5.6 If any term or provision of this Agreement is illegal, invalid orunenforceable for any reason whatsoever, such shall not affect any otherprovision of this Agreement and this Agreement shall be construed as if suchillegal, invalid or unenforceable provision had never been a part of thisAgreement.

 

5.7 Notwithstanding any other agreement between the parties, in the eventthat the Employee breaches any term or condition of this Agreement, NovAtel mayterminate the Employee effective immediately.

 

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THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HEHAS READ THIS AGREEMENT THOROUGHLY AND AGREES TO BE BOUND BY ITS TERMS AND THATTHE EMPLOYEE HAS EXECUTED THIS AGREEMENT AS A CONDITION OF HIS EMPLOYMENT WITHNOVATEL.

 

 

 

Dated this _25_ day of February 2002.

 

 
| /s/  Sharon Ogilvie    |   | /s/  Jonathan W. Ladd   |
|------------------------|--------|-------------------------|
|                   |   |                    |
| (Witness)              |   | (Employee)              |
|                   |   |                    |
|                   |   |                    |
|                   |   |                    |
| Sharon Ogilvie         |   | Jonathan W. Ladd        |
|                   |   |                    |
| (Witness-Name-Printed) |   | (Employee-Name-Printed) |
|                   |   |                    |
|                   |   |                    |
|                   |   |                    |
|                   |   |                    |
|                   |   | NOVATEL INC.            |
|                   |   |                    |   |   |
|                   |   |                    |   |   |
|                   |   |                    |   |   |
|                   |   | Per:                    |   | /s/ Sharon Ogilvie |
|                   |   |                    |   |   |
|                   |   |                    |   |   |
|                   |   |                    |   |   |
|                   |   | Per:                    |   | Sharon Ogilvie |

 

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