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.
25.
FOR PURPOSES OF PARAGRAPHS 22, 23 AND 24, THE TERM "COMPANY" WILL
ALSO INCLUDE AGI AND ANY SUBSIDIARY OF AGI.
General
26.
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 OR 19 ARE REASONABLE ESTIMATES OF THE DAMAGES, WHICH WOULD BE
SUFFERED BY THE EXECUTIVE.
ANY AMOUNT PAID UNDER PARAGRAPHS 17, 18 OR 19 SHALL
BE IN FULL SATISFACTION OF ALL CLAIMS WHATSOEVER RELATING TO THE EXECUTIVE'S
EMPLOYMENT OR FOR THE TERMINATION OF THE EXECUTIVE'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.
27.
ANY PAYMENT MADE TO THE EXECUTIVE UNDER PARAGRAPHS 17, 18 OR 19 OF
THIS AGREEMENT SHALL BE PAID TO THE EXECUTIVE BY THE COMPANY REGARDLESS OF ANY
OFFER OF ALTERNATE EMPLOYMENT MADE TO THE EXECUTIVE BY THE COMPANY OR BY ANY
OTHER PROSPECTIVE EMPLOYER, WHETHER ACCEPTED BY THE EXECUTIVE OR NOT.
THE
EXECUTIVE WILL NOT BE REQUIRED TO MITIGATE ANY DAMAGES ARISING FROM THIS
AGREEMENT AND ANY AMOUNTS AND BENEFITS TO BE PROVIDED TO THE EXECUTIVE HEREUNDER
SHALL NOT BE REDUCED OR SET OFF AGAINST ANY AMOUNTS EARNED BY THE EXECUTIVE FROM
ALTERNATE EMPLOYMENT, INCLUDING SELF-EMPLOYMENT, OR BY OTHER MEANS.
8
28.
ANY PAYMENT OTHER THAN FOR BASE SALARY, WHILE EMPLOYED BY THE
COMPANY, MADE TO THE EXECUTIVE UNDER THIS AGREEMENT SHALL BE MADE BY WAY OF A
LUMP SUM PAYMENT OR, AT THE EXECUTIVE'S OPTION, IN SUCH OTHER MANNER AS HE MAY
DIRECT, LESS DEDUCTIONS REQUIRED BY APPLICABLE LAW.
29.
WHERE THE CONTEXT REQUIRES, THE SINGULAR SHALL INCLUDE THE PLURAL
AND THE PLURAL SHALL INCLUDE THE SINGULAR.
MASCULINE PRONOUNS SHALL BE DEEMED
TO BE READ AS FEMININE PRONOUNS AND VICE VERSA.
WORDS IMPORTING PERSONS SHALL
INCLUDE INDIVIDUALS, PARTNERSHIPS, ASSOCIATIONS, TRUSTS, UNINCORPORATED
ORGANIZATIONS AND CORPORATIONS AND VICE VERSA.
30.
THE DIVISION OF THIS AGREEMENT INTO PARAGRAPHS AND THE INSERTION
OF HEADINGS ARE FOR THE CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
THE TERMS "THIS AGREEMENT",
"HEREOF", "HEREUNDER" AND SIMILAR EXPRESSIONS REFER TO THIS AGREEMENT ONLY AND
NOT TO ANY PARTICULAR PARAGRAPH AND INCLUDE ANY AGREEMENT OR INSTRUMENT
SUPPLEMENTAL OR ANCILLARY TO THE AGREEMENT.
REFERENCES HEREIN TO PARAGRAPHS ARE
TO PARAGRAPHS OF THIS AGREEMENT UNLESS SOMETHING IN THE SUBJECT MATTER OR
CONTEXT IS INCONSISTENT THEREWITH.
31.
ALL DOLLAR AMOUNTS IDENTIFIED IN THIS CONTRACT ARE IN U.S.
CURRENCY.
32.
THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS UNDER PARAGRAPHS
17, 18, 19, 20, 21, 22, 23, 24, 26, 27, 36 AND 37 WILL SURVIVE ANY TERMINATION
OR EXPIRATION OF THIS AGREEMENT OR THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
FOR ANY REASON WHATSOEVER.