exv10w5



 






Exhibit 10.5




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the
signature page hereof, by and between ATS Automation Tooling Systems Inc. (the “Company”) and the
undersigned employee (the “Employee”).



     WHEREAS the Company has offered to the Employee the position of Chief Executive Officer of the
Company’s combined operations in the field of manufacturing and distribution of solar power
products, collectively, the “ATS Solar Group”, as defined below.



     NOW, THEREFORE, in consideration of Employee’s employment and in consideration of the mutual
covenants and promises contained in this Agreement, the parties agree as follows:



     1. Employment



     The Company hereby employs Employee on a full time basis, commencing effective as of the
Commencement Date of this Agreement set forth on the signature page hereof (“Commencement Date”)
and Employee hereby accepts such employment, upon the terms and conditions of this Agreement.



     2. Term



     This agreement shall constitute an employment agreement for an indefinite term, subject only
to the termination provisions set out below.



     3. Duties



     Employee shall be employed in the position set forth on the signature page hereof, reporting
to an advisory board of directors to be established for the ATS Solar Group (the “Board”).
Employee shall undertake and render such services as may from time to time be assigned to him by
the Board. Employee shall devote his full business time to the Company and to its affairs.
Employee will at all times conduct himself in accordance with the internal management controls
adopted by the Company from time to time and will perform no services, nor enter into any contracts
for commercial purposes outside the Company except by written consent of the Board.



     4. Re-organization of ATS Solar Group



     The parties confirm that the “ATS Solar Group” currently consists of a number of different and
segregated entities and operations, which are either directly or indirectly controlled and majority
owned by the Company, including: (i) Photowatt International S.A., based in France; (ii) Matrix
Solar Technologies Inc., based in the United States; (iii) Spheral Solar Power Inc. an Ontario
company holding certain intellectual property relating to “Spheral Solar” technology; and (iv) and
an operating division of the Company, Spheral Solar Power Division, located in Cambridge. It is
the intention of the Company to combine these various businesses under a single legal entity, or as
separate divisions under a single legal entity, at some point in the future, which resulting entity
shall be referred to herein as “New Solar Co.”. In connection with such re-organization, the
employment of the Employee and this Employment Agreement



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may be assigned by the Company to New
Solar Co. and such assignment or transfer will not be
construed as a termination of employment for the purposes of the termination provisions of
this Agreement. The parties also confirm that such transfer may involve a re-organization of the
reporting relationship of Employee and/or a reorganization of the Board, neither of which shall be
construed as a material variation to the terms of the Employee’s employment. In the case of such
assignment or transfer of this Employment Agreement to New Solar Co., all references to “Company”
herein shall be deemed to be changed to “New Solar Co.” as the context requires.




     5. Compensation



     For services rendered by Employee under this Agreement, the Company agrees to pay Employee and
Employee agrees to accept an annual base salary in the amount set forth on the signature page
hereof (unless otherwise specified in Schedule A – Supplemental Compensation and Benefits
Arrangements hereto), less all amounts required by law to be withheld, deducted or collected,
payable in accordance with the Company’s payroll policies, as such policies may be changed from
time to time. On an annual basis, Employee’s base salary may be increased by the Company in its
discretion based on an annual performance review. Any bonus provisions set out in Schedule A –
Supplemental Compensation and Benefits Arrangements may be modified by the Company in its
discretion from time to time. Employee shall be entitled to such other compensation as may be set
forth on Schedule A – Supplemental Compensation and Benefits Arrangements.



     6. Benefits



     The Company shall make available to Employee, during the term of employment, employee benefits
(such as vacation and insurance) made generally available by the Company to its employees, provided
that Employee qualifies for such benefits, plus, if applicable, any other or different benefits set
forth on Schedule A – Supplemental Compensation and Benefits Arrangements.



     7. Expenses



     The Company shall pay or reimburse Employee for reasonable out-of-pocket expenses required by
the Company in connection with the performance of the services provided under this Agreement, upon
presentation of appropriate documentation and in compliance with the Company’s expense policies in
place from time to time. The Company confirms that Employee shall be entitled to utilize “business
class” travel for all flights in excess of five (5) hours and in such other circumstances as
approved from time to time in accordance with Company policies.



     8. Termination of Employment



     Employee’s employment may be terminated as follows, in which event Employee’s compensation and
benefits shall terminate except as otherwise provided below:



          (a) By Company Without Cause




          Company may terminate Employee’s employment at any time, with or without Cause (as
defined below) or advance notice. If Company terminates Employee’s




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employment when neither
Cause nor permanent disability exists, Company shall be obligated to continue to pay to
Employee Employee’s then-current base monthly salary
and provide the benefits pursuant to Section 6, but not any other additional
compensation, bonus or other supplemental benefits provided pursuant to Schedule A –
Supplemental Compensation and Benefits Arrangements, for a period equal to the Notice
Period (as hereinafter defined), on regular payroll days subject to normal payroll
deductions, subject, however to the Employee complying with the provisions of this Agreement
during such Notice Period, including without limitation the provisions of Sections 9
(Confidentiality), 10 (Return Of Confidential Records), 11 (Assignment Of Inventions), 12
(Non-competition), and 13 (Non-Solicitation). The “Notice Period” provided in this
Agreement shall be a period twenty-four (24) months regardless of age or length of service.
The Notice Period provided herein is intended to be inclusive of all other notice of
termination or severance entitlements to which the Employee may be entitled. In the event
that the Employee obtains other employment during the Notice Period, the Company shall, from
the commencement of Employee’s other employment, thereafter only be required to continue to
pay to Employee fifty percent (50%) of the otherwise ongoing base salary payments for the
duration of the Notice Period.




     (b) By Company for Cause




     Company may terminate Employee’s employment for Cause, where Company has a fair and
reasonable basis to allege Cause for such termination. Following the notice and opportunity
to cure (if cure is not made), or immediately if notice and opportunity to cure are not
required or practical, Company may terminate Employee’s employment for cause by giving
written notice of termination. The notice may take effect immediately or at such later date
as Company may designate, provided that Employee may accelerate the termination date by
giving five business days’ written notice of the acceleration. Upon termination of
employment for Cause, Company shall pay Employee’s base salary and benefits through the
effective date of termination.




     (c) Definition of “Cause”




     For purposes of this Agreement “Cause” means cause as may be defined under the
applicable employment laws of the Province of Ontario at the time in question and includes,
but is not limited to, (i) willful and continued failure by Employee to substantially
perform his duties provided herein after a written demand for substantial performance
delivered to Employee by the Company, which demand identifies with reasonable specificity
the manner in which Employee has not substantially performed his duties, and Employee’s
failure to comply with such demand within a reasonable time; (ii) the engaging by Employee
in gross misconduct or gross negligence materially injurious to the company; (iii) the
commission of any act in direct competition with or materially detrimental to the best
interests of the Company; or (iv) Employee’s commission of a crime involving a felony or
indictable offense.




     (d) By Employee




     Employee may terminate Employee’s employment at any time by giving 30 days’ advance
written notice of termination, provided that Company may accelerate the



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termination date by
giving written notice of the acceleration. Upon termination of employment by employee,
Company shall pay Employee’s base salary and benefits through the effective date of
termination.




     (e) Death




     Employee’s employment shall terminate automatically upon Employee’s death.




     (f) Permanent Disability




     Company may terminate Employee’s employment immediately if Employee becomes permanently
disabled. For purposes of this Agreement, Employee will be considered “permanently
disabled” if, for a continuous period of 180 days or more, Employee has been unable to
perform the essential functions of the job (even with reasonable accommodation) because of
one or more mental or physical illnesses and/or disabilities and there is no reasonable
basis to believe that Employee’s condition is likely to materially change in the foreseeable
future. Upon termination of employment by employee, Company shall pay Employee’s base
salary and benefits through the effective date of termination.



     9. Confidentiality



     Employee agrees not to knowingly, directly or indirectly, use, or disclose or make available
for use to anyone other than the Company, its affiliates, or their agents, any Confidential
Information (as defined below) known to Employee as a result of his relationship with the Company,
except as required in Employee’s performance of services for the Company or as authorized in
writing by the Company. “Confidential Information” means, but is not limited to, all designs,
software, hardware, firmware, manuals, drawings, trade secrets, know how, calculations, formulas,
algorithms, research, specifications, current or prospective customer lists, supplier lists, costs,
marketing materials, business and financial records, pricing or sales policies, development plans,
marketing and business strategies, and all other information belonging to the Company, or its
affiliates or that the Company or its affiliates have from its customers, employees or suppliers
and do not have the right to disclose, related to the business or prospective business of the
Company or its affiliates. Confidential Information does not include information that is (i)
generally or readily available to the public; (ii) publicly known or becomes publicly known through
no fault of Employee; or (iii) received from a third party without violation of a nondisclosure
obligation.



     10. Return of Confidential Records



     All forms of information and all physical property made or compiled by Employee prior to or
during the term of employment pursuant to this Agreement containing or relating in any way to
Confidential Information shall be the Company’s exclusive property. All such materials and any
copies thereof shall be held by Employee in trust solely for the benefit of the Company and shall
be delivered to the Company upon expiration of this Agreement or earlier termination of Employee’s
employment with the Company, or at any other time upon the Company’s



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request.





     11. Assignment of Inventions




     (a) The Company’s Exclusive Property




     All of Employee’s interest, rights, and claim of ownership in any and all Confidential
Information, inventions, discoveries, improvements, suggestions, proposals, and ideas
(collectively, “Inventions,” whether patentable or not) Employee has made or shall make
during the period of Employee’s employment with the Company, whether made solely by Employee
or jointly with others, and whether or not made during working hours, which relate or are
applicable, directly or indirectly, to any phase of the Company’s business or its
relationships with its customers or suppliers, including, but not limited to, the Company’s
actual or anticipated research or development or the actual or anticipated research or
development of the Company’s customers or suppliers to which the Company has access, shall,
as between the Employee and the Company, be the exclusive property of the Company, its
successors, assignees or nominees.




     (b) Disclosure and Assistance




     Employee will disclose Inventions to the Company promptly and in writing. When
requested, and at the Company’s expense, Employee will assist the Company or its designee in
efforts to protect such Inventions, including, without limitation, by taking any of the
following actions: (i) making patent application(s) on any Invention specified by the
Company in such jurisdictions as determined by the Company; (ii) executing documents of
assignment to the Company or its designee of all Employee’s right, title and interest in and
to any Invention, any patent applications relating thereto, and any patents granted thereon;
and (iii) from time to time, at the request of the Company, executing all instruments and
rendering all such assistance as may reasonably be required in order to protect the rights
of the Company or its designee and to vest in the Company or its designee all rights to any
Invention, patent application and patents.




     (c) Company’s Discretion




     Employee understands and agrees that Company or its designee will determine, in its
sole and absolute discretion, whether and to what extent applications will be filed for
patents on any Invention which is the exclusive property of the Company and whether any such
application will be abandoned prior to issuance of a patent.




     (d) Prior Inventions




     Employee has attached as Schedule B – Prior Inventions a list of all Inventions, patent
applications and patents made or conceived by him prior to the Effective Date, which are
subject to prior agreements or which Employee desires to exclude from this Agreement. If no
such list is attached, Employee hereby represents and warrants that there are no such
Inventions patent applications or patents.



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     12. Non-competition Agreement



     During the term of Employee’s employment by the Company and for a period of twelve (12) months
thereafter, Employee agrees that he will not directly or indirectly, whether as employee, officer,
director, independent contractor, consultant, advisor, financing source, agent, stockholder,
partner, member or otherwise, engage or assist others to engage in or have any
interest in any business which competes with the solar power industry operations of the
Company anywhere in the world (the “Non-Compete Region”), unless released in advance from such
obligation in writing by the Company; provided, however, that nothing herein shall prevent the
purchase or ownership by Employee of shares which constitute less than 1% of the outstanding equity
securities of a publicly held corporation, if Employee has no other relationship with such
corporation. Employee acknowledges that he will be responsible for operations that currently
include the Non-Compete Region and the corresponding scope for the non-competition covenant
provided in this Section 12, which Employee agrees is reasonable and necessary in light of the
legitimate interests of the Company and the compensation provided in this Agreement.



     13. Non-Solicitation Covenant



     During the term of Employee’s employment by the Company and for a period of two (2) years
thereafter, Employee agrees that he will not directly or indirectly solicit, divert, take away or
attempt to solicit, divert or take away any customers, clients or other parties who are currently
doing business with the Company or have had business dealings with the Company during the
immediately preceding two (2) year period prior to the end of the term of Employee’s employment
with the Company. Employee further covenants that during the term of Employee’s employment by the
Company and for a period of five (5) years thereafter, Employee agrees not to, directly or
indirectly, endeavor to entice away from the Company any of the employees of the Company.




EMPLOYEE ACKNOWLEDGES THAT THE COVENANTS SET FORTH IN THIS AGREEMENT IN SECTIONS 9
(CONFIDENTIALITY), 10 (RETURN OF CONFIDENTIAL RECORDS), 11 (ASSIGNMENT OF
INVENTIONS), 12 (NONCOMPETITION), AND 13 (NON-SOLICITATION) DO NOT IMPOSE
UNREASONABLE RESTRICTIONS OR WORK A HARDSHIP ON EMPLOYEE, ARE ESSENTIAL TO THE
WILLINGNESS OF COMPANY TO HIRE, TRAIN AND EXPOSE EMPLOYEE TO THE COMPANY’S
CONFIDENTIAL INFORMATION, ARE NECESSARY AND FUNDAMENTAL TO THE PROTECTION OF THE
COMPANY’S BUSINESS, AND ARE REASONABLE AS TO SCOPE, DURATION, AND TERRITORY.



     14. No Conflicting Agreements



     Employee represents and warrants to the Company that (i) the performance of the obligations
under this Agreement will not breach any agreement to keep in confidence proprietary information
acquired by Employee in confidence or in trust prior to the date of this Agreement; (ii) Employee
has not brought and will not bring to the Company or use in the



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performance of his responsibilities
at the Company any proprietary information or trade secret information belonging to any previous
employer or other third party, unless Employee has obtained written authorization to do so and
delivered such authorization to the Company; and (iii) Employee is not a party to, and will not
enter into during the term of this Agreement, any agreement, either written or oral, that conflicts
with this Agreement or limits Employee’s ability to carry out his obligations under this Agreement.
Employee agrees to indemnify Company and to hold it harmless against any and all liabilities or
claims arising out of any unauthorized act or
acts by Employee which, the foregoing representation and warranty to the contrary
notwithstanding, shall be in violation or shall constitute a breach of any such commitment,
arrangement or understanding.




     15. Additional Covenants



     Employee acknowledges that his employment shall be subject to additional policies, procedures,
and agreements adopted by the Company from time to time, including but not limited to the Company’s
Code of Business Conduct, Insider Trading Policy, and Employee Confidentiality, Non-Disclosure, and
Inventions Agreement. Employee agrees to acknowledge and/or sign such policies, procedures, and/or
agreements as may be required by the Company from time to time. In the event that the terms of any
further policies, procedures, or agreements adopted by the Company address matters already
addressed, either wholly or partially, within this Agreement, those provisions which afford the
Company the greatest protection or benefit shall be deemed to be the governing provisions. The
parties expressly confirm that this section 14 shall not apply to any policy, procedure or
agreement subsequently adopted by the Company which would have the effect of amending or altering
the base salary or termination entitlement of the Employee under this Agreement unless expressly
agreed to by the Employee in writing.



     16. Remedies



          (a) Equitable Relief




          Employee acknowledges that he has knowledge, skill and ability of a special and unique
value. This value will continue to be enhanced as a result of the employment under this
Agreement, and the monetary value of the loss of such knowledge, skill and ability to the
Company may not adequately compensate the Company. Employee therefore agrees that the
Company shall have the right, in addition to any other rights which the Company may have, to
enjoin Employee by appropriate proceedings for an injunction, without the necessity of
posting a bond, from engaging in any act or omission with respect to any breach of this
Agreement by Employee or to obtain other equitable relief with respect to any breach of this
Agreement by Employee. Employee further agrees that all restrictions imposed upon Employee
under this Agreement during and after the term of this Agreement are reasonable and valid,
and Employee waives any defenses to the strict enforcement thereof.




          (b) Other Remedies




          In the event of any breach by Employee of any of the provisions of this Agreement, in
addition to the remedies set forth in this Agreement, the Company shall be entitled to
pursue any other remedies available in law or equity.




     Page 7 — EXECUTIVE EMPLOYMENT AGREEMENT



 









 





     17. Further Agreements



     Employee shall, at the request of the Company, execute and deliver to the Company such
agreements related to the confidentiality of the Company’s technology and other proprietary rights
or assigning to the Company any inventions developed by Employee for the Company or using
resources, as the Company may reasonably request from time to time.



     18. General




     (a) Governing Law/Jurisdiction/Venue




     This Agreement shall be governed by, construed and enforced in accordance with the laws
of the Province of Ontario, excluding choice of law provisions. Jurisdiction over and venue
of any suit arising out of or related to this Agreement or any issue related to the
employment of Employee shall be exclusively in the courts of the Province of Ontario.




     (b) Notices




     Any notice required or permitted to be given under this Agreement shall be sufficient
if in writing, and personally delivered, or mailed by registered or certified mail, return
receipt requested, to a party at the address or number set forth for the party below, or to
such other address as may be designated from time to time by written notice; the notice
shall be deemed given on the date of personal delivery or the date set forth on the return
receipt.




     (c) Amendments and Waivers




     This Agreement may not be amended or otherwise modified, except in a writing executed
by both parties. No provision of this Agreement may be waived except in a writing executed
by the party waiving such provision, and no waiver of breach shall constitute a subsequent
waiver of the same or another breach.




     (d) Benefit and Assignment




     This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. Neither this Agreement nor the rights or duties of
either party may be assigned by either party without the prior written consent of the other
party, except that in the discretion of the Company the Company may assign, temporarily or
permanently and without Employee’s consent, its rights and obligations under this Agreement
to an affiliate or successor of the Company.




     (e) Entire Agreement




     This Agreement and all other agreements and exhibits referenced herein constitute the
entire understanding and agreement among the parties, supersede any and all prior
agreements, arrangements and understandings with respect to the subject matter of this
Agreement and there are no other agreements, understandings, restrictions,



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representations
or warranties among the parties with respect to the subject matter of this Agreement other
than those set forth or provided for herein.




     (f) Severability



     If any provision of this Agreement shall be held invalid, illegal or unenforceable in
any jurisdiction for any reason, including, without limitation, the duration of the
noncompetition provision, its scope or the extent of the activities prohibited or required
by it, then, to the full extent permitted by law (a) all other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally construed in
order to carry out the intent of the parties hereto as nearly as may be possible; (b) such
invalidity, illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision hereof; and (c) any court having jurisdiction shall
have the power to reform such provision to the extent necessary for such provision to be
enforceable under applicable law.



     (g) Survival of Undertakings



     The provisions of Sections 9, 10, 11, 12 and 13, the general provisions of Section 16,
any post-termination covenants contained in Schedule A – Supplemental Compensation and
Benefits Arrangements, and this Section 18 shall survive the termination of Employee’s
employment with the Company irrespective of the reasons therefor. Employee acknowledges and
agrees that the restrictions imposed upon Employee by Sections 9, 10, 11, 12 and 13, and the
purpose of such restrictions are reasonable and are designed to protect the Confidential
Information and the continued success of the Company without unduly restricting Employee’s
future employment by others.



     (h) Counsel



     BY EXECUTING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES HE HAS CAREFULLY READ THE TERMS OF
THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO BE ADVISED BY LEGAL COUNSEL OF HIS CHOICE.
EMPLOYEE HAS OBTAINED LEGAL ADVICE FROM COUNSEL OF HIS CHOOSING.



	 	 	 	 	 
	 

	 	Execution Date:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Commencement Date:
	 	June 6, 2005
	 
	 	 	 	 
	 

	 	Position:
	 	Chief Executive Officer – ATS Solar Group
	 
	 	 	 	 
	 

	 	Annual Salary:
	 	$350,000 Canadian Dollars






Page 9 — EXECUTIVE EMPLOYMENT AGREEMENT





 









 







THE PARTIES ACKNOWLEDGE THAT THE EXECUTION DATE LISTED ABOVE IS ON OR BEFORE THE FIRST DAY OF
EMPLOYMENT OF EMPLOYEE BY THE COMPANY




	 	 	 	 	 	 	 
	COMPANY:	 	               ATS AUTOMATION TOOLING SYSTEMS INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RON JUTRAS	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	250 Royal Oak Road	 	 
	 

	 	 	 	Cambridge, Ontario	 	 
	 

	 	 	 	N3H 5M2	 	 
	 
	 	 	 	 	 	 
	EMPLOYEE:
	 	 	 	 	 	 
	 

	 	 	 	/s/ SILVANO GHIRARDI	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Silvano Ghirardi	 	 
	 

	 	Address:
	 	845 Club Chase Lane	 	 
	 

	 	 	 	Roswell, Georgia 30076	 	 






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Schedule A – Supplemental Compensation and Benefits Arrangements




     1. Bonus Compensation.



     Bonus Amounts. Subject to such changes to the Company’s bonus compensation
arrangements as may be made from time to time by the board of directors of the Company, the
Employee shall be entitled to an annual bonus, which shall not constitute part of base salary, as
determined at the discretion of the Board. The target bonus amount in any given year will be
twenty-five percent (25%) of the Employee’s annual base salary with the maximum bonus amount in any
given year being up to fifty percent (50%) of the Employee’s annual base salary.



     2. Stock Options. Upon commencement of full time employment, Employee
shall be granted stock options exercisable to purchase up to 50,000 shares of Common Stock of the
Company (the “Options”), subject to approval and determination of exercise price (which shall be
based on the fair market value as of the effective date of the grant) by the Board of Directors of
the Company. The Options shall vest and be exercisable by Employee at the rate of 20% per year
commencing on the first anniversary of the Commencement Date until the entire option is exercisable
in full on the fifth anniversary of the Commencement Date. The Options shall be subject to such
other terms as are provided in the Company’s Stock Option Plan governing the Options and in the
form of option agreement provided to Employee. Company agrees to recommend to the Board of
Directors of the Company that the Options to be granted to Employee include a provision pursuant to
which there would be an immediate accelerated vesting of all unvested Options then held by Employee
in the event that the employment of Employee were terminted without Cause in the circumstances of a
Corporate Transaction as defined below. Employee acknowledges that such provision would be outside
of the scope of Company’s Stock Option Plan and requires express approval from the Board of
Directors. For the purposes of this Agreement, a “Corporate Transaction” shall mean any transaction
involving a merger, acquisition or investment in Company or New Solar Co. by or with a third party
pursuant to which such third party has the right, either by way of voting control, contract or
other agreement with Company, to replace Employee with an individual requested by such third party.



     Company and Employee acknowledge the intention that the Options will be converted to stock
options, or other equity participation instruments, in New Solar Co. at such time that New Solar
Co. is formed and capitalized. Company and Employee shall mutually agree upon the mechanism and
valuation process to be used for conversion of the Options to options or other equity instruments
in New Solar Co.. Subject to tax and legal advice that may be received at such time, the intention
of Company and Employee would be to use a fair and reasonable valuation approach so as to put the
Employee in the same position had New Solar Co. been in existence at the time of entering into this
Agreement and had Employee been granted options or other equity instruments in New Solar Co. at an
equivalent value to the current value of the Options granted to Employee hereunder. For the
purposes of such valuation, Company and Employee acknowledge that Company’s standard Black-Sholes
valuation approach for valuation of the Options would currently result in a “cash equivalent”
valuation of the Options at approximately fifty percent (50%) of the exercise price of those
Options and that such valuation should be the
basis for equivalent option or equity participation by Employee in New Solar Co.. To the
extent that the Options held by Employee (whether vested or unvested)
have any “in the money” value



 









 





at the time of this intended conversion, it is intended, subject to applicable tax and legal
advice, that the “in the money” value will be added to the base value used to determine Employee’s
option or equity participation in New Solar Co.. Failing agreement, or in the event that other
restrictions or requirements prevent the conversion of the Options on terms that are mutually
acceptable to both Company and Employee, Employee shall retain the Options in Company.




     3. Supplemental Benefits.



          (a) Car allowance. Employee shall receive a car allowance of $10,000 (Cdn$) per year.




          (b) Relocation. Normal and customary relocation expenses incurred to re-locate within the
general vicinity of the Company’s operations in Cambridge, Ontario will be covered per our
corporate policy and guidelines up to maximum amount of $55,000 USD, including payment of real
estate fees, legal fees and moving costs.




          (c) Temporary Accommodations Allowance. The Company will re-imburse Employee for
temporary living accommodations and related expenses up to a maximum of $2,000 CDN per month for a
period of up to six (6) months.




          (c) Tax Advice. The Company will re-imburse the Employee for professional tax advice
fees incurred by the Employee up to a maximum of $2,500 per year for completion of personal income
tax annual tax returns in Canada and the United States for the first two (2) annual returns filed
by the Employee following the relocation.




          (d) Vacation Entitlement. The Company confirms that Employee shall have an initial
vacation entitlement of four (4) weeks.




          (e) Benefits Coverage. The Company confirms that it will waive, and require its
benefit providers to waive, any waiting period prior to Employee’s eligibility to receive the
customary medical and health benefits coverage made available by Company to its employees.