EXHIBIT 10.11


Employment Agreement Jon Ladd


This
Agreement is made effective as of the 5th day of April 2004


Between:


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


OF THE FIRST PART


- and -


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


OF THE SECOND PART


RECITALS:


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


AND
WHEREAS the Employee is also a director of the Corporation;


AND WHEREAS the
Corporation and the Employee have agreed the Employee will be employed on the
terms herein set forth:


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


 


1.             Employment


The
Corporation hereby agrees to continue to employ the Employee as the President
and Chief Executive Officer of the Corporation, until such employment is terminated
as provided herein.


2.             Office
and Duties


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


3.             Full
Attention


The
Employee shall, 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 and from him, pursuant to the terms hereof, to the reasonable satisfaction
of the Corporation.  Without the
Corporation’s prior approval, the Employee shall not, directly or indirectly,
in any manner or in any capacity engage in any outside business endeavour or
employment that could adversely affect the Employee’s performance of his
assigned duties or compete with the Corporation.


4.             Remuneration


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



















 


federal
and provincial income tax, EI, CPP, benefits and other required deductions from
the Employee’s compensation.  Subject to
the review of the Board and the Plan Administrator, the Employee shall be
allowed to participate in any Stock Option Plan in place during the term of
this Agreement.  The Employee shall not
be entitled to additional director’s fees and shall not be entitled to
participate in the Director’s Stock Option Plan.  The Employee shall be allowed to participate in any bonus and/or
stock appreciation rights plan adopted by the Corporation during the term of
this Agreement on such basis as may be determined by the Compensation Committee
of the Board.


5.             Benefit
Program


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


6.             Expenses


The
Corporation shall reimburse the Employee for travel, entertainment or other
expenses in accordance with the Corporation’s policy for such expenses, as may
be in effect from time to time, as the Employee may incur in the performance of
his duties under this Agreement.  The
Employee shall furnish the Corporation with such statements, vouchers or
receipts as may be required by the Corporation.


7.             Memberships


The
Corporation shall, during the term of this Agreement, pay on behalf of the
Employee the fees for any professional associations that the Employee becomes a
member of that are associated with his position as President and Chief
Executive Officer.


8.             Vacations


The
Employee shall be entitled to a certain number of paid vacation days in each
calendar year as determined by the Board or the Compensation Committee from
time to time, but not less than the greater of 20 business days or the
number of business days vacation provided to other senior executives, in any
calendar year, pro-rated in any calendar year during which services are rendered
hereunder for less than all of that year. 
Unused vacation may not be carried forward from year to year and will
not be paid out to the Employee except as required by applicable Employment
Standards Legislation.


9.             Termination
of the Employee’s Employment


(a)           By the
Employee


(i)                                     Resignation — The
Employee may at any time during the term of this Agreement give written notice
to the Corporation that the employment of the Employee as President and Chief
Executive Officer of the Corporation shall terminate 30 days following the
delivery of that notice.  The
Corporation may elect to terminate the Employee’s employment immediately, in
which case the Employee’s Stock 


 


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


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


(iii)                               Death - This
Agreement shall immediately terminate upon the death of the Employee and the
Employee’s legal personal representatives shall not be entitled to any further
payments with regard to the Employee’s employment or to the accelerated vesting
of any Stock Options granted to the Employee.


(iv)                              Constructive
Dismissal — This Agreement shall immediately terminate, at
the option of the Employee, if:


A.                                   The Employee’s
title or responsibilities are reduced in any material manner unless otherwise
agreed to by the Employee, however, non-election to the Board of
Directors of the Corporation will not constitute a reduction or material change
in the title or responsibilities of the Employee;


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


C.                                     If the
Employee’s participation in the Corporation’s employee benefit programs is
terminated or reduced in any material manner unless such programs are
terminated or reduced for all of the Corporation’s employees


in
which case the Employee shall be entitled, upon electing to terminate his
employment, to:


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


 


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


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


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


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


(b)           By the
Corporation


(i)                                     Termination
Without Cause — The Corporation may, without cause, at any time
during the term of this Agreement terminate the employment of the Employee as
President and Chief Executive Officer of the Corporation in which case the
Employee shall be entitled on the date that the Employee’s employment is
terminated, to:


A.                                   Be paid a lump
sum severance in an amount equal to: eighteen months Annual Salary; plus one-and-a-half times
annualized bonus under the Employee’s bonus plan in effect at the date of
termination, calculated as the average of the bonus that would have been received
had target performance been achieved, and the actual bonus achieved for the
previous year;


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


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


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


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


 


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immediately cease rendering services under this Agreement and shall not
be entitled to any payments with regard to his employment or the termination of
his employment, except to the extent required by applicable employment
standards legislation or accelerated vesting of Stock Options.  “Cause” as used in Agreement means without
limitation, a material breach of the provisions of this Agreement, conviction
of the Employee of an indictable offense or any offense involving fraud or
breach of trust or other cause as such term is interpreted by Alberta Courts
from time to time. 


10.           Termination Rights as a Result of
Change in Control


(a)           Applicable Terminology


For
purposes of this Agreement:


“Change of Control” means:


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


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


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


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


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


(b)           Termination on Change in Control


If
a Change in Control occurs at any time during the term of this Agreement and
either contemporaneously or within one (1) year after the Change in Control:


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


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


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


A.                                   Be paid a lump
sum severance in an amount equal to: eighteen months Annual Salary; plus one-and-a-half times
annualized bonus under the Employee’s bonus plan in effect at the date of
termination, calculated as the average of the bonus that would have been
received had target 


 


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performance been achieved, and the actual bonus achieved for the previous
year;


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


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


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


11.          Release


In
consideration of the payments described in Sections 9(a)(iv), 9(b)(i), or 10(b)
the Employee agrees to tender his resignation and execute a release in the form
as attached to this Agreement as Schedule “A”, except that the Employee will
still entitled to those amounts that remain payable to him pursuant to those
sections and any indemnities provided by the Corporation to the Employee in his
capacity as an officer and director of the Corporation, which indemnities shall
survive any termination of the Employee’s employment.


12.          Inventions and Disclosure of Information


The
Employee agrees to continue to be bound by and comply with the terms of the
Employee Confidentiality and Assignment of Rights Agreement entered into
between the Employee and the Corporation, attached as Schedule “B” to this
Agreement.


13.          Non-Competition


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


(a)                                  engaging in
any undertaking; or


(b)                                 having any
financial or other interest in or in respect of the business of any Person who
carries on a business


which
would compete with the business of the Corporation.


14.          Non-Solicitation


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


 


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15.          Severable Clauses


A
determination that any provision of this Agreement is unenforceable, in whole
or in part, shall not affect the validity of any other provision.


16.          Injunctive Relief


The
Employee agrees that the remedy at law of damages for any breach by him of the
confidentiality or non-competition provisions of this Agreement will be
inadequate and that the Corporation, on application to a Court, shall be
entitled to temporary and permanent injunctive relief against the Employee
without the necessity of proving actual damage to the Corporation.


17.          Notice


Any
notice in writing required to or permitted to be given by either party
hereunder shall be sufficiently given if delivered to the other party
personally or by telecopy addressed to:


the Corporation at:


NovAtel
Inc.

1120 - 68th Avenue N.E.

Calgary, Alberta  T2E 8S5

Attention:  Chairman


Telecopier No.         (403)295-0230


or to the Employee at:


Jonathan Ladd

212 Sutherland Mews N.W.

Calgary, Alberta  T3R 1H1


Telephone
No. (403) 663-1233


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


18.          Governing Law


The
provisions of this Agreement shall be governed by and interpreted in accordance
with the laws in force in the Province of Alberta.


19.          Survival


This
Agreement shall extend and enure to the benefit of the successors and assigns
of each of the parties.


20.          Independent Advice


The
Employee acknowledges that he has obtained independent legal advice with
respect to his rights and obligations under this Agreement.


 


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21.          Entire Agreement


There
are no agreements, understandings or statements, verbal or written, regarding
the employment of the Employee by the Corporation except in this
Agreement.  No modification, waiver,
amendment or replacement of this Agreement shall be effective unless made in
writing and signed by the Employee and the Corporation.


DATED to be effective as of March 22,
2004.


	
   

  	
   

  	
  NOVATEL
  INC.

  
	
   

  	
  Per:

  	
  /s/ David E. Vaughn

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Werner Gartner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sonia Ross

  	
   

  	
  /s/ Jonathan Ladd

  
	
                  Witness

  	
   

  	
                  JONATHAN
  LADD

  



 


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SCHEDULE
A - RELEASE


 


1.                             RELEASE


 


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


 


2.                             HUMAN
RIGHTS


 


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


 


3.                             EMPLOYMENT
STANDARDS


 


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


 


4.                             INDEMNITY
FOR TAXES, ETC.


 


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


 


5.                             RETURN
OF COMPANY PROPERTY


 


                                I
confirm that I have returned to the Company all its property, including without
limitation all [a list of property should be inserted here].


 


6.                             FURTHER
CLAIMS


 


                                I
agree not to make a claim or take proceedings against any other person or
corporation that might claim contribution or indemnity under the provisions of
any statute or otherwise against the Company.


 


 


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7.                             SUCCESSORS
AND ASSIGNS


 


                                The
provisions hereof will be binding upon my heirs, executors, administrators and
other legal representatives or assigns and shall enure to the benefit of the
successors and assigns of the Company.


 


8.                             UNDERSTANDING


 


                                I
have read the terms of this Release, understand the terms and agree to be bound
by those terms freely, voluntarily, and without duress and after having
obtained independent legal advice.  I
have not been influenced by any representations or statements made by or on
behalf of the Company.  I hereby
voluntarily accept the said terms for the purpose of making full and final
compromise, adjustment and settlement of all claims as aforesaid.


 


 


 


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


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  Witness

  	
  )

  	
   

  	
  JONATHAN LADD

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  (Name)

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  (Address)

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  



 


 


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SCHEDULE B


EMPLOYEE CONFIDENTIALITY AND


ASSIGNMENT OF RIGHTS AGREEMENT


 


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


 


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


 


In consideration of the compensation paid to
him as an employee of, and as a condition of employment with, NovAtel, the
Employee agrees with NovAtel as follows:


 


1.             Definitions


 


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


 


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


 


11

















 


whether created during or after working
hours, which relate in any manner to any aspect of any present or prospective
activity of NovAtel, developed during the Employee’s employment with NovAtel or
within one year of termination of such employment.


 


2.  Covenants
of Employee


 


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


 


2.2 
The Employee shall not use, directly or indirectly, for the benefit of
himself or any other person or entity other than NovAtel, any Confidential
Information.


 


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


 


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


 


3.  Inventions


 


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


 


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


 


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3.3 
The Employee shall disclose to NovAtel all Inventions.


 


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


with this paragraph, it shall be conclusively
presumed that any and all works, discoveries, concepts and ideas shall be
Inventions.


 


4.  Duty
of Loyalty


 


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


 


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


 


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


 


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5.  General


 


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


 


5.2 The obligations of the Employee in
paragraphs 2, 3 and 4 shall continue during the course of his employment with
NovAtel and shall continue after the termination of such employment.


 


5.3 
The Employee shall advise any future employer that he has certain
information which is confidential or is subject to this Agreement without
disclosing such information.


 


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


 


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


 


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


 


5.7 
Notwithstanding any other agreement between the parties, in the event
that the Employee breaches any term or condition of this Agreement, NovAtel may
terminate the Employee effective immediately.


 


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


 


 


 


Dated this _25_ day of February 2002.


 


 


	
  /s/
  Sharon Ogilvie

  	
   

  	
  /s/
  Jonathan W. Ladd

  
	
   

  	
   

  	
   

  
	
  (Witness)

  	
   

  	
  (Employee)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sharon Ogilvie

  	
   

  	
  Jonathan W. Ladd

  
	
   

  	
   

  	
   

  
	
  (Witness-Name-Printed)

  	
   

  	
  (Employee-Name-Printed)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOVATEL INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  	
  /s/ Sharon Ogilvie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  	
  Sharon Ogilvie

  



 


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