TO THE COURT WILL APPEAR NOT REASONABLE AND
TO ENFORCE THE REMAINDER OF THE COVENANTS AS SO AMENDED.
THE CHAIRMAN
ACKNOWLEDGES AND AGREES THAT THE REMEDY AT LAW AVAILABLE TO THE COMPANY FOR
BREACH OF ANY OF HIS OBLIGATIONS UNDER PARAGRAPHS 24, 25 AND 26 WOULD BE
INADEQUATE AND THAT DAMAGES FLOWING FROM SUCH A BREACH MAY NOT READILY BE
SUSCEPTIBLE TO BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, THE CHAIRMAN
ACKNOWLEDGES, CONSENTS AND AGREES THAT, IN ADDITION TO ANY OTHER RIGHTS OR
REMEDIES THAT THE COMPANY MAY HAVE AT LAW, IN EQUITY OR UNDER THIS AGREEMENT,
UPON ADEQUATE PROOF OF HIS VIOLATION OF ANY SUCH PROVISION OF THIS AGREEMENT,
THE COMPANY WILL BE ENTITLED TO IMMEDIATE INJUNCTIVE RELIEF AND MAY OBTAIN A
TEMPORARY ORDER RESTRAINING ANY THREATENED OR FURTHER BREACH, WITHOUT THE
NECESSITY OF PROOF OF ACTUAL DAMAGE.
B)
DURING THE TERM OF THIS AGREEMENT, THE
CHAIRMAN WILL NOT SERVE AS EMPLOYEE OF, NOR BUSINESS CONSULTANT TO, ANY OTHER
COMPANY OR BUSINESS WITHOUT THE PRIOR EXPRESS APPROVAL OF A MAJORITY OF THE
INDEPENDENT DIRECTORS OF AGI.
THE DIRECTORSHIPS CURRENTLY HELD BY THE CHAIRMAN
ARE AS LISTED ON ANNEX B TO THIS AGREEMENT.
THE CHAIRMAN WILL NOT ACCEPT ANY
ADDITIONAL DIRECTORSHIPS WITHOUT THE PRIOR EXPRESS APPROVAL OF A MAJORITY OF THE
INDEPENDENT DIRECTORS OF AGI.
THE PROVISIONS OF THIS PARAGRAPH 27(B) ARE IN
ADDITION TO, AND IN NO WAY DEROGATE FROM, ANY AND ALL OTHER PROVISIONS OF THIS
AGREEMENT.
28.
FOR PURPOSES OF PARAGRAPHS 24, 25, 26 AND
27, THE TERM "COMPANY" WILL ALSO INCLUDE AGI AND ANY SUBSIDIARY OF AGI.
9
General
29.
THE PARTIES CONFIRM THAT THE PROVISIONS OF THIS AGREEMENT ARE FAIR
AND REASONABLE AND THAT THE TOTAL COMPENSATION AND BENEFITS PAYABLE UNDER
PARAGRAPHS 17, 18, 19 OR 21 ARE REASONABLE ESTIMATES OF THE DAMAGES WHICH WOULD
BE SUFFERED BY THE CHAIRMAN.
ANY AMOUNT PAID UNDER PARAGRAPHS 17, 18 OR 19
SHALL BE IN FULL SATISFACTION OF ALL CLAIMS WHATSOEVER RELATING TO THE
CHAIRMAN'S EMPLOYMENT OR FOR THE TERMINATION OF THE CHAIRMAN'S EMPLOYMENT,
INCLUDING CLAIMS FOR SALARY, BONUS, BENEFITS, VACATION PAY, TERMINATION PAY
AND/OR SEVERANCE PAY PURSUANT TO THE ONTARIO EMPLOYMENT STANDARDS ACT, AS
AMENDED, INCLUDING SECTIONS 57 AND 58 THEREOF.
30.
ANY PAYMENT MADE TO THE CHAIRMAN UNDER PARAGRAPHS 17, 18, 19 OR 21
OF THIS AGREEMENT SHALL BE PAID TO THE CHAIRMAN BY THE COMPANY REGARDLESS OF ANY
OFFER OF ALTERNATE EMPLOYMENT MADE TO THE CHAIRMAN BY THE COMPANY OR BY ANY
OTHER PROSPECTIVE EMPLOYER, WHETHER ACCEPTED BY THE CHAIRMAN OR NOT.
THE
CHAIRMAN WILL NOT BE REQUIRED TO MITIGATE ANY DAMAGES ARISING FROM THIS
AGREEMENT AND ANY AMOUNTS AND BENEFITS TO BE PROVIDED TO THE CHAIRMAN HEREUNDER
SHALL NOT BE REDUCED OR SET OFF AGAINST ANY AMOUNTS EARNED BY THE CHAIRMAN FROM
ALTERNATE EMPLOYMENT, INCLUDING SELF-EMPLOYMENT, OR BY OTHER MEANS.
31.
ANY PAYMENT OTHER THAN FOR BASE SALARY WHILE EMPLOYED BY THE
COMPANY MADE TO THE CHAIRMAN UNDER THIS AGREEMENT SHALL BE MADE BY WAY OF A LUMP
SUM PAYMENT OR, AT THE CHAIRMAN'S