**EXHIBIT 10.14**

 

Change of Control Agreement

 
| **Dated** |   | **April 5, 2004** |
|-----------|--------|------------------------|

 

 

**(1)  LEICA GEOSYSTEMS A.G.**

 

**- and -**

 

**(2)  NOVATEL INC.**

 

**- and -**

 

**(3)  CMC ELECTRONICS INC.**

 

**- and -**

 

**(4)  ONCAP L.P.**

 

 

**CHANGE OF CONTROLAGREEMENT**

 

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**CONTENTS**

 
| **Clause** |   | **Subject  Matter**                         |   |
|------------|--------|---------------------------------------------|--------|
|       |   |                                        |   |
| 1.         |   | Definitions and Interpretation              |   |
| 2.         |   | Change of Control of NovAtel                |   |
| 3.         |   | Offer Right                                 |   |
| 4.         |   | Term and Termination                        |   |
| 5.         |   | Representations and Warranties              |   |
| 6.         |   | Limitation of Liability                     |   |
| 7.         |   | Confidentiality                             |   |
| 8.         |   | Notices                                     |   |
| 9.         |   | Assignment                                  |   |
| 10.        |   | Entire Agreement                            |   |
| 11.        |   | General                                     |   |
| 12.        |   | Several Liability                           |   |
| 13.        |   | Dispute Resolution, Governing Law and Venue |   |

 
| **Schedules**    |   |
|------------------|--------|
|             |   |
| Schedule 1  |   | List of Leica Competitors |   |
|             |   |   |   |
| Schedule 1A |   | List of NovAtel Competitors |   |
|             |   |   |   |
| Schedule 2  |   | Arbitration Procedures |   |

 

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**CHANGE OF CONTROL AGREEMENT**

 
| **DATE:** |   | **April 5, 2004** |
|-----------|--------|------------------------|

 

**PARTIES:**

 

(1)           **LEICA GEOSYSTEMS A.G.**, a company registered in Switzerland under numberCH-320.3.000.401-5 whose Leica Geosystems registered office is at Heinrich WildStrasse, CH-9435 Heerbrugg (“Leica Geosystems”)

 

(2)           **NOVATEL INC.**, a company registered in Canada under number 076226-1 whose registered office is at 1120-68th Avenue N.E., Calgary,Alberta, Canada (“NovAtel”)

 

(3)           **CMC ELECTRONICS INC.**, a company registered in Canada under number 388613-1 whoseregistered office is at 600 Dr. Frederik Philips Blvd., Saint-Laurent, Quebec,Canada (“CMC”)

 

(4)           **ONCAP L.P.**, a limited partnership established in the Province of Ontario whoseregistered office is at 161 Bay Street, 48th Floor, P.O. Box 220, Toronto,Ontario, Canada (“Oncap”)

 

**RECITALS:**

 

**WHEREAS,**the parties hereto have entered intothat certain Strategic Co-Operation Agreement (as defined below) to establish along-term strategic co-operative relationship that provides Leica Geosystemswith access to GNSS Products (as defined below) on commercially reasonableterms, including as to availability, performance, quality and price.

 

**WHEREAS,**the parties wish to provide forcertain rights in the event of a Change of Control of NovAtel (as definedbelow), a Change of Control of CMC (as defined below) and/or the proposed saleby CMC of some or all of its shares in NovAtel.

 

**IT IS AGREED asfollows:**

 

**1.****             Definitions andInterpretation**

 

1.1           Inthis Agreement, the following words and phrases shall have the followingmeanings.

 

“**Affiliate**”means, with respect to a specified Person, another Person that, directly orindirectly, controls or is controlled by or is under common control with thePerson specified and, for the purpose of this Agreement, “control” shall meanthe possession, directly or indirectly, of (i) 50% or more of the issued andoutstanding voting securities of a Person, or (ii) the power otherwise to electa majority of the directors of a Person; provided, however,

 

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(i) forpurposes of determining whether a holding body corporate of a named LeicaCompetitor listed on Schedule 1 is a Leica Competitor, “Affiliate” shallnot include any holding body corporate of the Leica Competitor (or any of itsAffiliates other than the named Leica Competitor listed on Schedule 1),unless the assets of the Leica Competitor listed in Schedule 1 representgreater than:

 

a)             20%,in the case of acquisition of voting securities of CMC; or

 

b)            10%,in the case of acquisition of voting securities of NovAtel,

 

of theconsolidated assets of the holding body corporate;

 

(ii) forpurposes of determining whether a holding body corporate of a named NovAtelCompetitor listed on Schedule 1A is a NovAtel Competitor, “Affiliate”shall not include any holding body corporate of the NovAtel Competitor (or anyof its Affiliates other than the named NovAtel Competitor listed onSchedule 1A), unless the assets of the NovAtel Competitor listed inSchedule 1A represent greater than 10% of the consolidated assets of theholding body corporate.

 

Notwithstandingthe foregoing, if it can be reasonably anticipated that such Leica Competitoror NovAtel Competitor, as the case may be, and NovAtel or Leica, as the casemay be (assuming such change of control occurs) will report in all materialrespects to the same operating management responsible for the two businesses,the holding body corporate will be deemed to be an Affiliate.  For the purposes of this Agreement, a bodycorporate shall be deemed to be another’s holding body corporate if, but onlyif, that other is its subsidiary.

 

“**Business Day**”means a day other than a Saturday or Sunday or a public holiday in Canada orSwitzerland.

 

“**Change ofControl of CMC**” means the first acquisition, directly or indirectly,in one or a series of transactions, by any Leica Competitor, as then listed onSchedule 1 (together with any Person acting jointly or in concert with aLeica Competitor) of (i) 50% or more of the issued and outstanding votingsecurities of CMC, (ii) the power otherwise to elect a majority of thedirectors of CMC or (iii) a significant portion of the assets of CMC (whichincludes the NovAtel shares).  Forgreater certainty, a Change of Control of CMC and/or NovAtel shall only includethe first event that satisfies the preceding conditions.

 

“**Change ofControl of Leica Geosystems**” means the acquisition, directly orindirectly, in one or a series of transactions, by any NovAtel Competitor asthen listed on Schedule 1A (alone or together with any person actingjointly or in concert with a NovAtel Competitor) of (i) 50% or more of theissued and outstanding voting securities of Leica Geosystems, (ii) thepower otherwise to elect a majority of the directors of Leica Geosystems or(iii) a significant portion of the assets of Leica Geosystems.

 

“**Change ofControl of NovAtel**” means the first acquisition, in one or a seriesof transactions, by any Leica Competitor as then listed on Schedule 1(together with any Person acting jointly or in concert with a Leica Competitor)of (i) 50% or more of the issued and outstanding voting securities of NovAtel,(ii) the power otherwise to elect

 

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a majority ofthe directors of NovAtel or (iii) a significant portion of the assets ofNovAtel or all or substantially all of the technology underlying thisAgreement.  A Change of Control of CMCwill not constitute a Change of Control of NovAtel.  For greater certainty, a Change of Control of CMC and/or NovAtelshall only include the first event that satisfies the preceding conditions.

 

“**Change ofControl of a NovAtel Competitor**” means the acquisition, directly orindirectly, in one or a series of transactions, by Leica Geosystems (alone ortogether with any person acting jointly or in concert with Leica Geosystems) of(i) 50% or more of the issued and outstanding voting securities of aNovAtel Competitor then listed in Schedule 1A, (ii) the powerotherwise to elect a majority of the directors of a NovAtel Competitor or(iii) a significant portion of the assets of a NovAtel Competitor.

 

“**ConfidentialInformation**” shall have the meaning assigned to it in Clause 7.2.

 

“**Contract****Parties**”means Leica Geosystems, NovAtel, CMC and Oncap.

 

“**DevelopmentAgreement**” shall mean the agreements the Parties will from time totime enter into for development of GNSS Products by NovAtel, which will definethe terms for specific GNSS Product development projects, such as technicalspecifications, project costs, timelines and deliverables.

 

“**GNSS**”means global navigational satellite system.

 

“**GNSSProducts**” means state-of-the-art OEM receiver boards, antennas andother GNSS products and technologies.

 

“**GNSSTechnologies**” include single-frequency L1, Wide Area AugmentationSystem (“**WAAS**”)and other augmentation systems, dual-frequency L1/L2, L2C, L5, Galileo, Glonassreceivers, pinwheel and other antennas, as well as other integrated positioningand communication technologies.

 

“**Initial Term**”shall have the meaning assigned to it in Clause 4.1.

 

“**Intellectual****Property Rights**” meanspatents, trademarks, service marks, mask works, copyrights, and allapplications for the foregoing, licences, know-how, industrial designs, tradesecrets, trade names and any other similar rights arising anywhere in theworld.

 

**“Leica Competitor**” means aPerson who engages in the development, manufacture, design, distribution, saleor supply of, or otherwise deals in, GNSS Products and GNSS Technologies forsurveying applications or other surveying measurement products. The initiallist of Leica Competitors is attached as Schedule 1.  The Parties will discuss, on eachanniversary date of this Agreement, whether the list of competitors should beupdated using criteria consistent with those used to determine the list ofcompetitors at the date hereof.  Uponagreement by the Parties, the list of competitors on Schedule 1 will beupdated.

 

“**Leica Triggering Event**”****meansa Change of Control of Leica Geosystems or a Change of Control of a NovAtelCompetitor.

 

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“**NovAtelCompetitor**”****means a Person who engages in thedevelopment, manufacture, design, distribution, sale or supply of, or otherwisedeals in, GNSS Products and GNSS Technologies. The initial list of NovAtel Competitors is attached asSchedule 1A.  The Parties will discuss,on each anniversary date of this Agreement, whether the list of NovAtelCompetitors should be updated using criteria consistent with those used todetermine the list of competitors at the date hereof.  Upon agreement by the Parties, the list of NovAtel Competitors onSchedule 1A will be updated.

 

“**OEM**”means original equipment manufacture.

 

“**Parties**”means Leica Geosystems and NovAtel.

 

“**Person**”includes a natural person, firm, company, association, trust, partnership,joint venture, government, state, local authority or other organization (ineach case whether or not having legal personality).

 

**“StrategicCo-Operation Agreement”**shall meanthe Amended and Restated Strategic Co-Operation Agreement, dated as ofApril 5, 2004, by and between Leica and NovAtel.

 

“**SupplyAgreement**” shall mean the agreements entered into by the Parties forthe manufacture and supply of GNSS Products by NovAtel, which will defineproduct supply obligations, including technical specifications, numbers ofunits, costs and service and support obligations.

 

## 1.2           Inthis Agreement, unless otherwise specified:

##  

### 1.2.1        referencesto parties, clauses, and schedules are to clauses of, and the parties andschedules to, this Agreement, a reference to a paragraph is to the paragraphclause or schedule in which it appears and references to this Agreementinclude a reference to each of the Schedules;

###  

### 1.2.2        headingsare for convenience only and do not affect its interpretation;

###  

### 1.2.3        use ofany gender includes the other genders;

###  

### 1.2.4        referencesto a “company” are to a company, corporation or other body corporate, whereverand however incorporated;

###  

### 1.2.5        “include”and “including” are to be construed without limitation, general wordsintroduced by the word “other” are not to be given a restrictive meaning byreason of the fact that they are preceded by words indicating a particularclass of acts, matters or things and general words are not to be given arestrictive meaning by reason of the fact that they are followed by particularexamples intended to be illustrations of those general words;

###  

### 1.2.6        areference to a date which is not a Business Day is to be construed as areference to the next succeeding Business Day;

###  

### 1.2.7        areference to a statute or statutory provision is to that statute or provisionas in force at the date of this Agreement and includes any subordinate legislation

###  

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made under itand is to be construed as a reference to a statute or statutory provision ofwhich it is a re-enactment or consolidation.

 

# **2.**             Change of Control of NovAtel

# ** **

## 2.1           On orbefore the occurrence of a Leica Triggering Event, in the event of a proposedChange of Control of NovAtel

##  

(a)            forso long as NovAtel is controlled by CMC, if the event is described in clauses(i) or (iii) of the definition of Change of Control of NovAtel, which, CMC is interestedin pursuing, or in the case of an asset transaction, which the board ofdirectors of NovAtel is interested in pursuing, Leica Geosystems will have theright, for a period ending on the later of:

 

##### (i)         60 daysfollowing the date that Leica Geosystems receives written notice of a proposedChange of Control of NovAtel from CMC, and

#####  

##### (ii)        30 daysfollowing the date Leica Geosystems receives a copy of the offer (“FormalOffer”) from a third party to CMC in respect of a proposed Change of Control ofNovAtel,

#####  

to notify CMCor NovAtel, as the case may be, of its intention to purchase and to purchase,CMC’s shares of NovAtel or NovAtel’s assets, as the case may be on thesame terms as those contained in the Formal Offer made to or by the third party(other than a condition in such third party offer that such offer and therelated financing is conditional on Leica Geosystems waiving or not exercisingits right of purchase under this Agreement) in respect of the proposed Changeof Control of NovAtel, subject to compliance with relevant regulatoryrequirements and securities and any other applicable laws; provided that if theLeica Competitor has not made a Formal Offer within 90 days following the dateof the notice in clause (i) above, such right to purchase shall, at CMC orNovAtel’s option, as the case may be, on written notice to Leica Geosystems,terminate and the provisions of this Section 2.1 will apply in respect ofany new proposed Change of Control of NovAtel; or

 

(b)            ifthe event is described in clause (ii) of the definition of Change of Control ofNovAtel, Leica Geosystems will have the right to purchase CMC shares of NovAtelfor fair market value on the same basis and time restrictions as set out inClause 2.2 subject to compliance with relevant regulatory requirements andsecurities laws.

 

## 2.2           NovAtelor, if applicable, CMC shall, subject to compliance with applicable law, usereasonable efforts to ensure that Leica Geosystems has reasonable access to alldocumentation relevant to NovAtel and to NovAtel’s senior management to conductreasonable due diligence.  NovAtel and,if applicable, CMC shall ensure that a Formal Offer is provided to LeicaGeosystems prior to a Change of Control of NovAtel.  On or before the occurrence of the earlier of (i) a LeicaTriggering Event and (ii) a Change of Control of NovAtel, for so long asNovAtel is controlled by CMC, in the event of a proposed Change of Control ofCMC, Leica Geosystems will have the right, for a period of 30 days from thedate it is notified of such proposed Change of Control of CMC, to notify (the“Leica Notice”) CMC of its intention to purchase

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## CMC’s shares of NovAtel.  The purchase price of the NovAtel sharesshall be the shares’ fair market value as determined by Scotia Capital whoshall be provided a copy of the Leica Notice. Both parties shall have the right to present submissions to ScotiaCapital as to their views of the fair market value of the NovAtel shares within10 days following delivery of the Leica Notice. CMC and Leica Geosystemsshall use their best efforts to cause Scotia Capital to complete itsdetermination of the fair market value of the NovAtel shares within30 days following delivery of the Leica Notice.  If, for whatever reason, Scotia Capital is unwilling or unable todetermine the fair market value of the NovAtel shares in accordance with theforegoing provision, then the president of the Canadian Institute of CharteredAccountants shall appoint an independent valuator to determine such fair marketvalue.

##  

## 2.3           For solong as NovAtel is controlled by CMC, CMC shall notify Leica Geosystems in atimely manner in respect of any contemplated Change of Control of NovAtel.  For so long as NovAtel is controlled by CMC,CMC shall notify Leica Geosystems in a timely manner of any contemplated Changeof Control of CMC provided that the Chief Executive Officer of CMC believes, inhis or her reasonable opinion, that such notification will not have anymaterially prejudicial effect on, or breach any non-disclosure requirements of,such contemplated Change of Control of CMC. Notwithstanding the foregoing, for so long as NovAtel is controlled byCMC, CMC shall ensure that Leica Geosystems is notified of a proposed Change ofControl of CMC prior to a Change of Control of CMC.

##  

## 2.4           If aChange of Control of NovAtel or a Change of Control of CMC is completed andLeica Geosystems does not exercise its right to terminate the StrategicCo-operation Agreement pursuant to Clause 7.1(i) therein, CMC shall usereasonable efforts to have the buyer of the shares agree to vote its shares inNovAtel to elect a Leica Geosystems nominee to the board of directors ofNovAtel.

##  

## 2.5           NovAteland CMC shall use commercially reasonable efforts to obtain any shareholderconsent required to enable Leica Geosystems to exercise its rights under thisClause 2.

##  

# **3.**             Offer Right

# ** **

## 3.1           In theevent CMC proposes to sell some or all of its shares in NovAtel, to a partyother than a Leica Competitor, except to an Affiliate or subsidiary of CMC forreorganization purposes or to NovAtel management (in which case such transfereeshall agree in writing to be bound by the provisions of this Agreement), LeicaGeosystems will be given not less than 90 days prior notice of such proposed salealong with general information regarding the proposed terms being considered(the “CMC First Notice”).  LeicaGeosystems will be entitled to make an offer to purchase some or all of suchshares upon receipt of the CMC First Notice. If Leica Geosystems intends to make an offer it will submit anon-binding letter of intent, which will include the general terms andconditions of its offer, within 45 days of receiving the CMC First Notice.  Upon acceptance by CMC of Leica Geosystems’letter of intent, Leica Geosystems will have 45 days to conduct due diligenceand submit its final offer.  CMC andNovAtel shall, subject to compliance with law, ensure that Leica Geosystemsshall have reasonable access to all documentation relevant to NovAtel and toNovAtel’s senior management, in order to permit Leica Geosystems to conduct itsdue diligence.  If within the above timeperiods, CMC receives a bona fide offer

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## from an arm’s length third party(“Purchaser”) to acquire its shares in NovAtel, it will promptly give notice toLeica Geosystems of such offer, along with general information regarding theproposed terms of such offer (the “CMC Second Notice”).  If, after receiving the CMC Second Notice,Leica Geosystems intends to make an offer to purchase CMC’s shares in NovAtel,the offer must be made and must by its terms expire within 20 days afterreceipt of the CMC Second Notice.  CMCshall consider any offer by Leica Geosystems in good faith, but will be underno obligation to accept any offer from Leica Geosystems.  If in connection with the proposed sale, asale does not occur with one of the purchasers CMC is in discussions with andthe sale process terminates, CMC shall again comply with the provisions of thisClause 3.1 before selling its shares of NovAtel.

##  

## 3.2           LeicaGeosystems is entitled at any time for so long as NovAtel is a public company,subject to compliance with relevant regulatory requirements and securitieslaws, to purchase shares in NovAtel on the open market.  CMC will support Leica Geosystems’ becominga strategic shareholder in NovAtel, on terms that are fair to all theshareholders of NovAtel.

##  

## 3.3           If CMCtransfers some or all of its Shares in NovAtel to an Affiliate, such Affiliateshall agree in writing to be bound by the provisions of this Agreement.

##  

# **4.**             Term and Termination

# ** **

## 4.1           Subjectto early termination as set out in this Agreement,****the initial term of this Agreement will be seven (7) yearsfrom May 1, 2003 (the “Initial Term”) and will be automatically renewed at theend of the Initial Term (or each 12 month extension pursuant to this Clause4.1) for a further 12 months, unless either Party notifies the other in writingat least 365 days prior to the expiration of the Initial Term or any relevantsubsequent 12 month extension (as the case may be) that it does not wish torenew, in which case this Agreement will terminate at the end of the InitialTerm or the latest subsequent 12 month extension, as the case may be.

##  

## 4.2           Asused herein, a Contract Party shall be deemed a “Defaulting Party” if suchContract Party commits a material breach of its obligations under thisAgreement or under any Supply or Development Agreement and, if the breach iscapable of remedy, it fails to remedy such breach within 90 days (except in thecase of a monetary default which shall be cured in 30 days) after having beenspecifically required by written notice to do so.  NovAtel may terminate this Agreement with immediate effect bywritten notice to the other Contract Parties at any time during which LeicaGeosystems is a Defaulting Party.  LeicaGeosystems may terminate this Agreement with immediate effect by written noticeto the other Contract Parties at any time during which NovAtel, CMC or Oncap isa Defaulting Party.

##  

## 4.3           Allfurther rights and obligations of the Parties cease to have effect ontermination of this Agreement, except that termination shall not affect theaccrued rights and obligations of the Parties at the date of termination or thecontinued existence and validity of the rights and obligations of the Partiesunder this Clause 4 and those clauses which are expressly intended to survivetermination and any provisions necessary for the interpretation or enforcementof this Agreement.

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## 4.4           In theevent of a Leica Triggering Event, NovAtel and/or CMC will have the right, tobe exercised within 90 days of the date on which it becomes aware that a LeicaTriggering Event has occurred, to terminate some or all of its obligationsunder this Agreement.

##  

## 4.5           Oncapwill automatically cease to be a party to this Agreement when Oncap and itsAffiliates cease to control CMC.

##  

## 4.6           ThisAgreement will automatically terminate upon the termination of the StrategicCo-Operation Agreement.

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# **5.**             Representations andWarranties

# ** **

## 5.1           LeicaGeosystems represents and warrants to each of the other Contract Parties, andNovAtel, CMC and Oncap severally represent and warrant, in respect of thefollowing matters, as such matters relate to itself only, to Leica Geosystems,as follows:

##  

## 5.2           it isa company (or limited partnership in the case of Oncap) duly established andexisting under its jurisdiction of establishment and has the requisite powerand authority to enter into this Agreement and any other agreements it isrequired under this Agreement to enter into (together the “TransactionAgreements”) and to perform its obligations under each of them;

##  

## 5.3           thisAgreement constitutes, and the other Transaction Agreements will, when executed,constitute, its binding obligations in accordance with their respective terms;

##  

## 5.4           itsexecution and delivery of, and performance of its obligations under, thisAgreement and the other Transaction Agreements will not violate, conflict with,result in a breach of, constitute a default under or give rise to a right oftermination of any obligation under:

##  

(a)           anyagreement, instrument, mortgage, indenture or arrangement to which it is aparty or by which it is, or any of its properties or assets are, bound;

 

(b)           itscertificate of incorporation or memorandum or articles of association or otherconstitutional document; or

 

(c)           anyorder, judgement or decree of any court or governmental agency to which it is aparty or by which it, or any of its properties or assets, is bound.

 

The executionand delivery of this Agreement will not require it to obtain any shareholders’consent and, excluding for the purpose of the following representation andwarranty the provisions of Clauses 2 and 3 with respect to NovAtel and CMC, theperformance by it, of its terms will not require (i) it to obtain anyshareholders consent or (ii) to obtain the approval of, or give notice toor register with, any governmental or other authority which has not beenobtained, given or made at the date of this Agreement and is in full force andeffect.

 

## 5.5           Thereare no:

##  

(a)           outstandingjudgements, orders, injunctions or decrees of any governmental or regulatorybody or arbitration tribunal against or affecting it;

 

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(b)           lawsuits,actions or proceedings pending or, to its knowledge threatened against oraffecting it; or

 

(c)           investigationsby any governmental or regulatory body which are, to its knowledge, pending orthreatened against it,

 

which, have orcould have a material adverse effect on the ability of it to execute anddeliver, or perform its obligations under, this Agreement and the otherTransaction Agreements.

 

# **6.**             Limitation of Liability

# ** **

## 6.1           Exceptas set out in this Agreement, all conditions, warranties, representations,terms and undertakings, express or implied, statutory or otherwise, in respectof this Agreement are excluded.

##  

## 6.2           NoContract Party shall in any circumstances be liable (whether in negligence,tort, contract, misrepresentation, under any indemnity or otherwise) for anyindirect, incidental, punitive, special or consequential loss or damage suchas, without limitation, any loss of revenue, loss of profit and contractincurred or suffered by any other Contract Party in respect of this Agreement,even if it has been advised of the possibility of such damages.

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# **7.**             Confidentiality

# ** **

## 7.1           Duringthe Initial Term and any extensions under Clause 4 and after termination orexpiration of this Agreement for any reason, and subject to this Clause 7, theContract Parties will maintain all Confidential Information in strictconfidence and not at any time disclose or make known to any Person or use forany purpose other than the performance of its obligations hereunder any ConfidentialInformation and, except as provided below, all decisions regarding the timingand content of any disclosure of such Confidential Information will be subjectto the prior mutual agreement of all Contract Parties.

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## 7.2           Theterm Confidential Information includes (i) this Agreement and the existence andstatus of the Contract Parties’ negotiations and (ii) all information furnishedto one Contract Party by any other Contract Party, whether by way of oralexplanation or by making available any records, contracts, books of account,budgets, reports, forecasts, projections or other information, and alsoincludes all notes, analyses, compilations, studies or other documents, whetherprepared by the disclosing party or their respective representative.

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## 7.3           Such ConfidentialInformation will not include information which (i) at the time of disclosure orthereafter is generally available to and known by the public (other than as aresult of a disclosure directly or indirectly by one of the Contract Parties),(ii) was available on a non-confidential basis from a third party source, (iii)is required to be disclosed pursuant to applicable law, regulation, legalprocess or exchange rules or (iv) is reasonably required to be disclosed inorder to enable a Contract Party to discharge its obligations hereunder;provided, however, that, in the case of subsections (iii) and (iv) hereof, anyContract Party disclosing information that would otherwise constituteConfidential Information shall, to the extent practical under the

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## circumstances, provide prior notice of suchdisclosure to the other Contract Parties and, if so requested by anotherContract Party, use its commercially reasonable efforts to ensure that suchinformation is treated confidentially by the recipients.

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## 7.4           EachContract Party may disclose Confidential Information to employees, consultantsand advisors, on a need-to-know basis, provided that the disclosing partyensures that each such individual observes the confidentiality obligationsherein.

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## 7.5           TheContract Parties will issue no press release or make any other publicannouncement relating their discussions or business relationships except in amutually acceptable form, unless according to legal counsel, such ContractParty is required to issue a press release or make any other publicannouncement pursuant to applicable law, regulation, legal process or exchangerules.  In such event, but withoutlimiting the foregoing, the Contract Parties will endeavour to agree on theform of a press release or other announcement.

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## 7.6           Afterthe termination or expiry of this Agreement each Contract Party shallimmediately return to the other relevant Contract Party (or destroy if sodirected) all Confidential Information received from such Contract Party,whether in printed matter form, on disk or otherwise, which is in itspossession, custody or control.

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## 7.7           TheContract Parties acknowledge that damages would not be an adequate remedy forany breach of this Clause 7 and each Contract Party shall be entitled to theremedy of injunction, specific performance and other equitable relief for anythreatened or actual breach, in addition to any damages or other remedy towhich it may be entitled and no proof of special damages shall be necessary forthe enforcement of this Agreement.

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# **8.**             Notices

# ** **

## 8.1           Anynotice to be given under this Agreement must be in writing signed by or onbehalf of the Contract Party giving it and may be delivered personally or sentby first class pre-paid post recorded delivery or by a recognised internationalcourier service, fees prepaid, or by fax, to the recipient at its address setout in Clause 8.2 or such other address as it may have specified by giving notless than five Business Days’ notice to the others.

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## 8.2           In theabsence of evidence that it was received earlier, any notice or othercommunication is deemed given:

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### 8.2.1        ifdelivered personally, when left at the address of the relevant Contract Party;

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### 8.2.2        if sentby first class post, five Business Days after the date of posting;

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### 8.2.3        if sent(fees prepaid) by a generally recognised international courier service, twoBusiness Days after delivery to the relevant international courier; and

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### 8.2.4        if sentby fax, on a Business Day when confirmation of its transmission has beenrecorded by the sender’s fax machine.

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If delivery ortransmission occurs after 5 p.m. on a Business Day or on a day which is not aBusiness Day, service is deemed to occur at 9 a.m. on the next followingBusiness Day.

 

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The address ofeach Contract Party for the purposes of this Clause 8 is:

 
| **Name  of Contract  Party** |   | **Address**           |   | **Numbers**            |   | **Attention:**               |
|------------------------------|--------|-----------------------|--------|------------------------|--------|------------------------------|
| Leica Geosystems AG          |   | Heinrich Wild Strasse |   | Fax:                   |   | Martin Nix                   |
|                         |   | CH-9435 Heerbrugg     |   | +41 71 727 46 89       |   |                         |
|                         |   | Switzerland           |   |                   |   | with a copy to Legal Affairs |
|                         |   |                  |   | Phone:                 |   |                         |
|                         |   |                  |   |  +41  71 727 4700 |   |                         |

 
| **Name  of Contract  Party** |   | **Address**           |   | **Numbers**    |   | **Attention:**               |
|------------------------------|--------|-----------------------|--------|----------------|--------|------------------------------|
| NovAtel Inc.                 |   | 1120-68th Avenue N.E. |   | Fax:           |   | Graham Purves                |
|                         |   | Calgary, Alberta      |   | (403) 295-0230 |   |                         |
|                         |   | Canada T2E 8S5        |   |           |   | with a copy to Legal Affairs |
|                         |   |                  |   | Phone:         |   |                         |
|                         |   |                  |   | (403) 295-4964 |   |                         |

 
| **Name  of Contract  Party** |   | **Address**                    |   | **Numbers**     |   | **Attention:**  |
|------------------------------|--------|--------------------------------|--------|-----------------|--------|-----------------|
| CMC Electronics Inc.         |   | 600 Dr. Frederik Philips Blvd. |   | Fax:            |   | Jean-Denis  Roy |
|                         |   | St-Laurent, Quebec             |   | (514)  748-3025 |   |            |
|                         |   | Canada H4M 2S9                 |   |            |   |            |
|                         |   |                           |   | Phone:          |   |            |
|                         |   |                           |   | (514)  748-3013 |   |            |

 
| **Name  of Contract  Party** |   | **Address**                |   | **Numbers**    |   | **Attention:** |
|------------------------------|--------|----------------------------|--------|----------------|--------|----------------|
| Oncap L.P.                   |   | 161 Bay Street, 48th Floor |   | Fax:           |   | Gregory Baylin |
|                         |   | P.O. Box 220               |   | (416) 214-6106 |   |           |
|                         |   | Toronto, Ontario           |   |           |   |           |
|                         |   | Canada M5J 2S1             |   | Phone:         |   |           |
|                         |   |                       |   | (416) 214-4304 |   |           |

 

## 8.3           Noticesand communications transmitted by e-mail are not to be considered to be inwriting for the purposes of this Clause 8.

##  

# **9.**             Assignment

# ** **

## 9.1           NoContract Party will, without the prior written consent of the others, assign,transfer, charge, create a trust in respect of or deal in any other mannerwith, or purport to assign, transfer, charge, create a trust in respect of ordeal with, any of its rights or obligations under this Agreement; provided,however*,*thatNovAtel and Leica Geosystems may assign the benefits of this Agreement assecurity for any third party debt financing, provided that the beneficiaries ofsuch security agree to be bound by all or the obligations of the assignorhereunder.

##  

# **10.**          Entire Agreement

# ** **

## 10.1         ThisAgreement, together with the Strategic Co-Operation Agreement and any Supply orDevelopment Agreement, and the documents referred to in it, constitute thewhole

##  

11

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## and only agreements and supersede anyprevious agreements between the Contract Parties relating to its subjectmatter.  Except as expressly set forthherein, in the Strategic Co-Operation Agreement or in any Supply or DevelopmentAgreement, all warranties, conditions or other terms implied by law in anyjurisdiction are excluded to the fullest extent permitted by law and, ifincapable of exclusion, irrevocably waived. Each of the Contract Parties agrees that, in entering into thisAgreement and the documents referred to in it, it does not rely on, and that noContract Party is liable for, or is entitled to claim rescission or any otherremedy in respect of, any statement, representation, warranty or assurance(whether negligently or innocently made) of any Person made at any time priorto the execution of this Agreement which is not expressly set out in thisAgreement, in the Strategic Co-Operation Agreement or in a Supply orDevelopment Agreement and that no Contract Party is liable for, or is entitledto any remedy in respect of, any misrepresentation or untrue statement unlessand to the extent that a claim for breach of contract lies under thisAgreement, in the Strategic Co-Operation Agreement or in a Supply orDevelopment Agreement. Nothing in this Clause 10 has the effect of limiting orrestricting any liability of any Contract Party arising as a result of fraud,wilful misconduct or wilful concealment.

##  

# **11.**          General

 

## 11.1         Novariation of this Agreement or of any of the documents referred to in it isvalid unless it is in writing and signed by or on behalf of each ContractParty.

##  

## 11.2         No delayor failure on the part of any Contract Party in exercising a right, power orremedy provided by law or under this Agreement will impair that right, power orremedy or operate as a waiver of it or any other rights and remedies.  The single or partial exercise of any right,power or remedy provided by law or under this Agreement will not preclude anyother or further exercise or the exercise of any other rights power or remedy.

##  

## 11.3         Exceptas expressly provided in this Agreement, the rights, powers and remediescontained in this Agreement are cumulative and not exclusive of any rights,powers or remedies provided by law.

##  

## 11.4         If aprovision of this Agreement is or becomes or is found by a court or othercompetent authority to be illegal, invalid or unenforceable, in whole or inpart, under any law, such provision will to that extent only be deemed not toform part of this Agreement and the legality, validity and enforceability ofthe remainder of this Agreement will not be affected or impaired.  The Contract Parties will negotiate in goodfaith to replace any such illegal, invalid or unenforceable provision with avalid and enforceable provision which, as far as possible, has the same legaland commercial effect as that which it replaces.

##  

## 11.5         When ona particular date a Contract Party has a right to performance by anotherContract Party or a right to terminate this Agreement, such right may beenforced or exercised notwithstanding any principles of equity, and theContract Party will be entitled to such performance or to terminate thisAgreement on or after such date.

##  

## 11.6         Nothingin this Agreement, and no action taken by the Contract Parties pursuant to thisAgreement, creates, or is to be construed as creating, a partnership,association,

##  

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## joint venture or other co-operative entitybetween the Contract Parties or constitutes any Contract Party as the agent ofthe others for any purpose whatsoever.

##  

## 11.7         ThisAgreement may be executed in any number of counterparts, but is not effectiveuntil each Contract Party has executed at least one counterpart.  Each counterpart, once executed, is deemedto form part of and will together constitute this Agreement.

##  

## 11.8         EachContract Party will pay its own costs relating to the negotiation, preparation,execution and performance of this Agreement and any matter contemplated by it.

##  

## 11.9         Nothingin this Agreement shall be construed as to creating any obligation for boardmembers of any of the Contract Parties to forego any of their fiduciaryresponsibilities as board members.

##  

# **12.**          Several Liability

# ** **

## 12.1         Unlessexpressly provided otherwise, all obligations of NovAtel, CMC and Oncap areentered into by each of them severally in relation only to itself and itsliability for any breach of its obligations shall extend only to any loss ordamage arising from its own breach, subject always to Clause 6 hereof.

##  

# **13.**          Dispute Resolution, Governing Law and Venue

# ** **

## 13.1         ThisAgreement will be governed by and construed in accordance with the laws of theProvince of Alberta and the laws of Canada applicable therein. The partieswaive to the fullest extent possible any right to refer to the courts or toappeal any matter required to be submitted for binding determination pursuantto the arbitration provisions in Schedule 2, to the extent that suchwaiver can validly be made.

##  

## 13.2         Exceptfor matters which, by the express terms of this Agreement, are required to besubmitted to binding arbitration pursuant to Schedule 2 hereto, eachContract Party agrees that it will submit to the non-exclusive jurisdiction ofthe courts of the Province of Alberta for the resolution of any dispute ordisagreement arising under or relating to this Agreement.

##  

13

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**This Agreement** is executed byeach of the Contract Parties on the date first stated on page 1.

 

 
| SIGNED by Johannes J. Hess,         | )      |                      |
|-------------------------------------|--------|---------------------------|
| for and on behalf of **LEICA**      | )      | /s/ Johannes J. Hess      |   |
| **GEOSYSTEMS A.G.**                 | )      | [Director]                |
|                                |   |                      |
|                                |   |                      |
| SIGNED by Jonathan W. Ladd,         | )      |                      |
| for and on behalf of **NOVATEL**    | )      | /s/ Jonathan W. Ladd      |   |
| **INC.**                            | )      | [Chief Executive Officer] |
|                                |   |                      |
|                                |   |                      |
| SIGNED by Jean-Denis Roy,           | )      |                      |
| for and on behalf of **CMC**        | )      | /s/ Jean-Denis Roy        |   |
| **ELECTRONICS INC.**                | )      | [Director]                |
|                                |   |                      |
|                                |   |                      |
| SIGNED by Donald Lewtas,            | )      |                      |
| for and on behalf of **ONCAP L.P.** | )      | /s/ Donald Lewtas         |   |
|                                | )      | [Secretary]               |

 

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**SCHEDULE 1**

 

**List of LeicaCompetitors**

 

The following represents the initial list of LeicaCompetitors:

 

***

***

***

***

***

 

and each oftheir Affiliates

 

The Parties will, acting reasonably, discuss,on each anniversary date of this Agreement, whether the list of competitorsshould be updated.

 

 

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*** Certain information on this page has beenomitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requestedwith respect to the omitted portions.

 

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**SCHEDULE 1A**

 

**List ofNovAtel Competitors**

 

The following represents the initial list ofNovAtel Competitors:

 

***

***

***

***

 

and each oftheir Affiliates

 

The Parties will, acting reasonably, discuss,on each anniversary date of this Agreement, whether the list of competitorsshould be updated.

 

 

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*** Certain information on this page has beenomitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requestedwith respect to the omitted portions.

 

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**SCHEDULE 2**

 

**ArbitrationProcedures**

 

1.     In the eventthat a party makes a referral for determination pursuant to Sections 2.3 and4.3 of the Agreement, the arbitration will be governed by the Rules of theLondon Court of International Arbitration for the time being in force which aredeemed incorporated by reference into this Schedule 2 (the “Rules”).  Prior to requesting arbitration, the Partiesshall make a good faith effort to resolve informally any such dispute.  A request for arbitration may not be fileduntil fifteen (15) days have elapsed from a written request for such informalresolution.

 

2.     Thearbitration tribunal will consist of three arbitrators appointed in accordancewith the Rules.  Each Party shallnominate one (1) arbitrator and the third arbitrator, who will act aschairperson of the arbitral tribunal, shall be nominated by agreement of thearbitrators nominated by the Parties.

 

3.     The seat, orlegal place, of arbitration shall be London and the language to be used in thearbitral proceedings shall be English.

 

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