EXHIBIT 10.13


 


Employment Agreement Pat Fenton


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is
made effective November 20th, 1996 between Patrick
C. Fenton (“Employee”) and NovAtel
Inc. (the “Corporation”).


 


Recitals


 


A.                     The
Employee has been employed since July 1989, most recently pursuant to the terms
of a Letter Agreement dated February 15, 1995 between Employee and the
Corporation (formerly known as NovAtel Communications Ltd.) (the “Initial
Agreement”).


 


The Employee and the
Corporation agree as follows:


 


1.                         Employment.                      The
Corporation hereby agrees to employ Employee as Director, Research and
Development of the Corporation.


 


2.                         Office and Duties.            Employee
shall perform the following duties:


 


•                       Day to day
management of the Research and Development department of the Corporation


•                       Member of
the management team


•                       Development
and implementation of the Research and Development strategies for the
Corporation


•                       Provide
scientific leadership for patent development


 


and such other
responsibilities as are related to the title and position of Director, Research
and Development as may from time to time be assigned by the Executive Vice
President and Chief Operating Officer or the Corporation.


 


3.                         Full Attention.            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, Employee shall not directly or indirectly in any manner or in
any capacity engage in any outside business endeavor or employment that would
adversely affect the performance by Employee of his assigned duties or compete
with the Corporation.


 


4.                         Remuneration.          Subject
to review by the Corporation, Employee shall be paid for his services an annual
salary of not less than $120,000 (Cdn.) payable biweekly in arrears.  The Corporation shall be entitled to make
all necessary deductions and withholdings with respect to federal and
provincial income tax, UIC, CPP and similar requirements from Employee’s
compensation.  In addition, subject to
the completion of an initial public offering, the Employee shall be entitled to
receive stock options commensurate with his position as may from time to time
allocated by the Board of Directors of the Corporation.


 


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


 

















 


6.                         Expenses.         The
Corporation shall also reimburse 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 he may incur in the performance of his duties
under this Agreement.


 


7.                         Vacations.     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 20 business days in any calendar year, pro-rated
appropriately on account of any calendar year during which services are
rendered hereunder for less than all of that year.


 


8.                        Termination
of Employee’s Employment.


 


a)                      Resignation


 


Employee may
at any time during the term of this Agreement give notice to the Corporation
that the employment of Employee with the Corporation shall terminate six months
following the delivery of that notice.


 


b)                      Disability


 


In the event
that Employee fails, by reason of illness or mental or physical disability or
other incapacity, to perform his duties hereunder for 90 days during any
consecutive twelve month period during the terms of this Agreement, then either
Employee or the Corporation may at any time after such disability has continued
for 90 days during any consecutive twelve month period deliver notice to the
other that the employment of Employee is terminated.  On such notice being delivered by the Corporation or Employee,
Employee’s employment pursuant to this Agreement shall immediately terminate
and Employee shall not be entitled to any further payments or benefits with
regard to his employment or termination thereof.


 


c)                       Termination
for Cause


 


The Corporation may at any time
during the term of this Agreement terminate Employee’s employment with the
Corporation for just cause without notice and without any payment to him
whatsoever save and except only for payment to Employee of any amounts earned by
or payable to Employee up to the date of termination.


 


d)                      Corporation’s
Termination Rights


 


The Corporation may without
cause (in circumstances other than those set forth in Section 8 b) and Section
8 c)) at any time during the term of this Agreement terminate the employment of
Employee with the Corporation.  The
Corporation shall pay to Employee on the date that Employee’s employment is
terminated by the Corporation pursuant to this Section 8 d):


 


(A)      a
lump severance sum in an amount equal to 1.0 times Employee’s annual salary and
25% of all stock options granted but not otherwise vested shall immediately
vest and all vested stock options not yet exercised may be exercised by
Employee within 30 days of the date of termination; and


 


(B)        all
other amounts payable by the Corporation to Employee under this Agreement to
that termination date.


 


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9.                                      Termination
Rights as a Result of Change in Control.


 


A)                     Applicable
Terminology


 


For purposes
of this Agreement:


 


“Change in
Control” means:


 


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


(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 a merger,
amalgamation, arrangement or other reorganization by the Corporation with
another unrelated corporation.


 


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


 


“Termination
Date” means the date that the Employee’s employment with the Corporation is
terminated by the Corporation after a Change of Control.


 


B)                     Change of
Control


 


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


 


C)                    Termination on
Change of Control


 


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


 


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


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


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


 


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


 


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


 


12.                                 Non-Competition.  Without the prior written consent of the
Corporation and for a period of one year after termination of the Employee’s
employment with the Corporation, Employee shall be prohibited from, either
directly or indirectly, whether alone or in conjunction with any other Person,
whether as a 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 not compete with
the business of the Corporation.


 


13.                                 Non-Solicitation.  Employee will not, directly or indirectly, solicit for employment,
or advise or recommend to any other Person that they employ or solicit 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, Employee shall not be precluded from general searches for
prospective employees through the use of advertisements in the media.


 


14.                                 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.


 


15.                                 Injunctive Relief.  Employee agrees that the remedy at law for
any breach by him of the confidentiality or non-competition provisions of this
Agreement will be inadequate and that the Corporation, on any application to a
Court, may be entitled to temporary and permanent injunctive relief against
Employee specifically enforcing the Employee’s obligations pursuant to this
Agreement.


 


16.                                 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:


 


NovAtel Inc.


6732 - 8th
Street N.E.


Calgary,
Alberta


T2E 8M4


 


Attention:  Executive Vice-President,


Chief Operating Officer


 


Telecopier
No.: (403) 295-4741


 


 


or to Employee at:


 


 


304
Sandringham Court N.W.


Calgary,
Alberta


T3K 3V6


 


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


 


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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 notices in writing.


 


17.                                 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.


 


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


 


19.                                 Independent Advice.  Employee acknowledges that he has sought
independent legal advice with respect his rights and obligations under this
Agreement.


 


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


 


DATED to be effective as of
November 20th, 1996.


 


 


 


	
  /s/ D.
  SCANLON

  	
   

  	
  /s/  Patrick C. Fenton

  	
   

  
	
  Witness

  	
   

  	
  PATRICK C.
  FENTON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOVATEL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ PASCAL SPOTHELFER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ DOUG REID

  	
   

  



 


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