**EXHIBIT 10.13**

 

Employment Agreement Pat Fenton

 

**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT ismade effective November 20th, 1996 between **PatrickC. Fenton** (“Employee”) and **NovAtelInc**. (the “Corporation”).

 

Recitals

 

A.                     TheEmployee has been employed since July 1989, most recently pursuant to the termsof a Letter Agreement dated February 15, 1995 between Employee and theCorporation (formerly known as NovAtel Communications Ltd.) (the “InitialAgreement”).

 

The Employee and theCorporation agree as follows:

 

1.                         **Employment**.                      TheCorporation hereby agrees to employ Employee as Director, Research andDevelopment of the Corporation.

 

2.                         **Office and Duties**.            Employeeshall perform the following duties:

 

•                       Day to daymanagement of the Research and Development department of the Corporation

•                       Member ofthe management team

•                       Developmentand implementation of the Research and Development strategies for theCorporation

•                       Providescientific leadership for patent development

 

and such otherresponsibilities as are related to the title and position of Director, Researchand Development as may from time to time be assigned by the Executive VicePresident and Chief Operating Officer or the Corporation.

 

3.                         **Full Attention**.            Employeeshall at all times faithfully, industriously and to the best of his ability,experience and talents perform all of the duties that may be required of andfrom him, pursuant to the terms hereof to the reasonable satisfaction of theCorporation.  Without the Corporation’sprior approval, Employee shall not directly or indirectly in any manner or inany capacity engage in any outside business endeavor or employment that wouldadversely affect the performance by Employee of his assigned duties or competewith the Corporation.

 

4.                         **Remuneration**.          Subjectto review by the Corporation, Employee shall be paid for his services an annualsalary of not less than $120,000 (Cdn.) payable biweekly in arrears.  The Corporation shall be entitled to makeall necessary deductions and withholdings with respect to federal andprovincial income tax, UIC, CPP and similar requirements from Employee’scompensation.  In addition, subject tothe completion of an initial public offering, the Employee shall be entitled toreceive stock options commensurate with his position as may from time to timeallocated by the Board of Directors of the Corporation.

 

5.                         **Benefit Programs**.         Employeeshall during his employment be entitled to participate in all benefit plans andprograms offered generally to employees of the Corporation.  Employee’s participation in those plansshall be in addition to the other compensation paid under this Agreement.

 

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6.                         **Expenses**.         TheCorporation shall also reimburse 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 he may incur in the performance of his dutiesunder this Agreement.

 

7.                         **Vacations**.     Employeeshall be entitled to a certain number of paid vacation days in each calendaryear as determined by the Board or the Compensation Committee from time totime, but not less than 20 business days in any calendar year, pro-ratedappropriately on account of any calendar year during which services arerendered hereunder for less than all of that year.

 

**8.****                        Terminationof Employee’s Employment.**

 

*a)**                      Resignation*

 

Employee mayat any time during the term of this Agreement give notice to the Corporationthat the employment of Employee with the Corporation shall terminate six monthsfollowing the delivery of that notice.

 

*b)**                      Disability*

 

In the eventthat Employee fails, by reason of illness or mental or physical disability orother incapacity, to perform his duties hereunder for 90 days during anyconsecutive twelve month period during the terms of this Agreement, then eitherEmployee or the Corporation may at any time after such disability has continuedfor 90 days during any consecutive twelve month period deliver notice to theother that the employment of Employee is terminated.  On such notice being delivered by the Corporation or Employee,Employee’s employment pursuant to this Agreement shall immediately terminateand Employee shall not be entitled to any further payments or benefits withregard to his employment or termination thereof.

 

*c)**                       Terminationfor Cause*

 

The Corporation may at any timeduring the term of this Agreement terminate Employee’s employment with theCorporation for just cause without notice and without any payment to himwhatsoever save and except only for payment to Employee of any amounts earned byor payable to Employee up to the date of termination.

 

*d)**                      Corporation’sTermination Rights*

 

The Corporation may withoutcause (in circumstances other than those set forth in Section 8 b) and Section8 c)) at any time during the term of this Agreement terminate the employment ofEmployee with the Corporation.  TheCorporation shall pay to Employee on the date that Employee’s employment isterminated by the Corporation pursuant to this Section 8 d):

 

(A)      alump severance sum in an amount equal to 1.0 times Employee’s annual salary and25% of all stock options granted but not otherwise vested shall immediatelyvest and all vested stock options not yet exercised may be exercised byEmployee within 30 days of the date of termination; and

 

(B)        allother amounts payable by the Corporation to Employee under this Agreement tothat termination date.

 

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**9.****                                      TerminationRights as a Result of Change in Control.**

 

*A)**                     ApplicableTerminology*

 

For purposesof this Agreement:

 

“Change inControl” means:

 

(i)                       where a Person or a group ofPersons acting in concert acquires ownership or control of that percentage ofthe outstanding shares of the Corporation carrying voting rights which conferon the holder or holders thereof the right to elect at least the majority ofthe Board;

(ii)                    the sale, lease or transfer of allor substantially all of the Corporation’s assets to any other Person orPersons; or

(iii)                 the entering into a merger,amalgamation, arrangement or other reorganization by the Corporation withanother unrelated corporation.

 

“Person” includes an individual, apartnership, a corporation and any other entity or association.

 

“TerminationDate” means the date that the Employee’s employment with the Corporation isterminated by the Corporation after a Change of Control.

 

*B)**                     Change ofControl*

 

If a Change of Control occursat any time during the term of this Agreement Employee shall, subject toparagraph 9 C), be entitled to consider the Corporation as having terminatedEmployee’s employment.

 

*C)**                    Termination onChange of Control*

 

If a Change of Control occursat any time during the term of this Agreement and either contemporaneously orwithin 6 months after the Change of Control, Employee’s employment with theCorporation is terminated by the Corporation then the Corporation shall pay toEmployee within 10 business days of the Termination Date, or at such other timeas is mutually agreed on between the Corporation and Employee the total of:

 

(a)                    a severance amount equal to the 1.5times the Employee’s annual salary and 25% of all stock options granted but nototherwise vested shall immediately vest and all vested stock options not yetexercised may be exercised by Employee within 30 days of the date oftermination, plus

(b)                   all other amounts payable by theCorporation to Employee under this Agreement to the Termination Date.

If the conditions in Section 9C) do not occur then this Agreement shall be deemed to remain in full force andeffect.

 

10.                                 **Release.** In consideration for the payments received as a result of Section 8 d)or Section 9 C), Employee agrees to forever release and discharge theCorporation from any and all obligations to pay any further amounts or benefitsto Employee with respect to his employment or the termination thereof exceptthose amounts that remain payable to him pursuant to those Sections and anyindemnities provided by the Corporation to Employee in his capacity as anofficer and director of the Corporation, which indemnities shall survive anytermination of Employee’s employment.

 

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11.**                                ****Inventions and Disclosure of Information.**  Employee agrees to continue to be bound by and comply with theterms of the Employee Confidentiality and Assignment of Rights Agreemententered into between the Employee and the Corporation attached as Exhibit A tothis Agreement.

 

12.**                                 Non-Competition.**  Without the prior written consent of theCorporation and for a period of one year after termination of the Employee’semployment with the Corporation, Employee shall be prohibited from, eitherdirectly or indirectly, whether alone or in conjunction with any other Person,whether as a principal, agent, partner, contractor or shareholder:

 

(a)                    engagingin any undertaking; or

(b)                   havingany financial or other interest in or in respect of the business of any Personwho carries on a business,

 

 

which would not compete withthe business of the Corporation.

 

13.                                 **Non-Solicitation.**  Employee will not, directly or indirectly, solicit for employment,or advise or recommend to any other Person that they employ or solicit foremployment, any employee of the Corporation during his period of employment bythe Corporation and for a further period of one year after he ceases to beemployed by the Corporation for any reason whatsoever.  Notwithstanding the generality of theforegoing, Employee shall not be precluded from general searches forprospective employees through the use of advertisements in the media.

 

14.                                 **Severable Clauses.**  A determination that any provision of thisAgreement is unenforceable in whole or in part shall not affect the validity ofany other provision.

 

15.**                                 Injunctive Relief.**  Employee agrees that the remedy at law forany breach by him of the confidentiality or non-competition provisions of thisAgreement will be inadequate and that the Corporation, on any application to aCourt, may be entitled to temporary and permanent injunctive relief againstEmployee specifically enforcing the Employee’s obligations pursuant to thisAgreement.

 

16.                                 **Notice.** Any notice in writing required to or permitted to be given by eitherparty hereunder shall be sufficiently given if delivered to the other partypersonally or by telecopy addressed to:

 

NovAtel Inc.

6732 - 8thStreet N.E.

Calgary,Alberta

T2E 8M4

 

Attention:  Executive Vice-President,

Chief Operating Officer

 

TelecopierNo.: (403) 295-4741

 

 

or to Employee at:

 

 

304Sandringham Court N.W.

Calgary,Alberta

T3K 3V6

 

Any such notice which isdelivered or telecopied before 5:00 p.m. on any business day shall be deemed tohave been delivered on that day.  Anynotices delivered or telecopied after that time on a business day or on a daythat is not a business day shall be deemed received on the next followingbusiness day.  In this

 

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Agreement “business day” meansa day that is not a Saturday, Sunday or statutory holiday in Calgary,Alberta.  Any address for the giving ofnotices hereunder may be changed by notices in writing.

 

17.                                 **Governing Law**.  The provisions of this Agreement shall be governed by andinterpreted in accordance with the laws in force in the Province of Alberta.

 

18.                                 **Survival**. This Agreement shall extend and enure to the benefit of the successorsand assigns of each of the parties.

 

19.                                 **Independent Advice**.  Employee acknowledges that he has soughtindependent legal advice with respect his rights and obligations under thisAgreement.

 

20.                                 **Entire Agreement**.  This Agreement supersedes and replaces the InitialAgreement.  There are no agreements,understandings or statements, verbal or written, regarding the employment ofEmployee by the Corporation except this Agreement.  No modification, waiver, amendment or replacement of thisAgreement shall be effective unless made in writing and signed by Employee andCorporation.

 

DATED to be effective as ofNovember 20th, 1996.

 

 

 
| /s/ D.  SCANLON |   | /s/  Patrick C. Fenton |                         |
|-----------------|--------|-----------------------------|------------------------------|
| Witness         |   | PATRICK C.  FENTON          |
|            |   |                        |
|            |   |                        |
|            |   | NOVATEL INC.                |
|            |   |                        |
|            |   | By:                         |   /s/ PASCAL SPOTHELFER |   |
|            |   |                        |
|            |   | By:                         |   /s/ DOUG REID         |   |

 

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