THE FOREGOING DEFINITION SHALL NOT IN ANY WAY PRECLUDE OR
RESTRICT THE RIGHT OF THE COMPANY (OR ANY PARENT OR SUBSIDIARY) TO DISCHARGE OR
DISMISS THE EXECUTIVE IN THE SERVICE OF THE COMPANY (OR ANY PARENT OR
SUBSIDIARY) FOR ANY OTHER ACTS OR OMISSIONS IN ACCORDANCE WITH THE TERMS HEREOF,
BUT SUCH OTHER ACTS OR OMISSIONS SHALL NOT BE DEEMED, FOR PURPOSES OF THIS
AGREEMENT, TO CONSTITUTE GROUNDS FOR TERMINATION FOR CAUSE.
1.4.4
TERMINATION BY THE EXECUTIVE.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
AT ANY TIME, FOR GOOD REASON OR WITHOUT GOOD REASON, UPON A NOTICE OF
TERMINATION.
EXECUTIVE MAY TERMINATE EXECUTIVE'S EMPLOYMENT FOR GOOD REASON;
PROVIDED, HOWEVER, THAT SUCH A TERMINATION WILL NOT CONSTITUTE A TERMINATION FOR
GOOD REASON IF THE COMPANY REMEDIES THE CIRCUMSTANCES UNDERLYING THE GOOD REASON
DETERMINATION WITHIN FIFTEEN (15) BUSINESS DAYS FOLLOWING RECEIPT OF NOTICE FROM
EXECUTIVE.
A TERMINATION FOR "GOOD REASON" SHALL MEAN (I) EXECUTIVE'S VOLUNTARY
RESIGNATION FOLLOWING (A) A CHANGE IN HIS POSITION WITH THE COMPANY WHICH
MATERIALLY REDUCES HIS DUTIES AND RESPONSIBILITIES OR THE LEVEL OF MANAGEMENT TO
WHICH HE REPORTS, OTHER THAN CHANGES IN RESPONSIBILITIES RESULTING FROM THE
EXECUTIVE'S MISCONDUCT WHICH SHALL NOT CONSTITUTE GOOD REASON, (B) A REDUCTION
IN HIS LEVEL OF COMPENSATION (INCLUDING BASE SALARY, FRINGE BENEFITS AND YEARLY
BONUS UNDER ANY CORPORATE-PERFORMANCE BASED BONUS OR INCENTIVE PROGRAMS) BY MORE
THAN TEN PERCENT (10%), OTHER THAN A REDUCTION WHICH, BY RESOLUTION OF THE BOARD
OF DIRECTORS OF THE COMPANY, IS APPLICABLE TO ALL EXECUTIVE OFFICERS OF THE
COMPANY GENERALLY FOR A PERIOD OF
2
NO MORE THAN THREE (3) MONTHS, (C) A RELOCATION OF SUCH INDIVIDUAL'S PLACE OF
EMPLOYMENT FROM HIS HOME OFFICE IN ONTARIO, PROVIDED AND ONLY IF SUCH CHANGE,
REDUCTION OR RELOCATION IS EFFECTED BY THE COMPANY WITHOUT THE EXECUTIVE'S
WRITTEN CONSENT, (D) THE COMPANY REQUIRES THAT THE EXECUTIVE WORK FOR GREATER
THAN 182 DAYS PER CALENDAR YEAR OUTSIDE CANADA, WITHOUT PROVIDING SUFFICIENT
GROSS-UP OF COMPENSATION TO ACCOUNT FOR TRIGGERED EXCESSIVE TAX LIABILITIES
INCURRED BY THE EXECUTIVE OR IF SUCH WORK CREATES OTHER ADVERSE CONSEQUENCES TO
THE EXECUTIVE UNDER GOVERNMENT REGULATION IN ONTARIO AND CANADA WHERE SAME CAN
NOT BE SATISFIED BY ALTERNATIVE COMPENSATION, OR (E) A BREACH BY THE COMPANY OF
ANY OF THE MATERIAL TERMS OF THIS AGREEMENT INCLUDING NON-RENEWAL HEREOF, IN
EACH CASE WHICH BREACH IS SUBJECT TO CURE, IS NOT CURED WITHIN FIFTEEN (15) DAYS
FOLLOWING NOTIFICATION FROM THE EXECUTIVE.
1.4.5
NOTICE.
THE TERM "NOTICE OF TERMINATION" SHALL MEAN AT LEAST 30 DAYS'
WRITTEN NOTICE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER, DURING WHICH
PERIOD EXECUTIVE'S EMPLOYMENT AND PERFORMANCE OF SERVICES WILL CONTINUE;
PROVIDED, HOWEVER, THAT THE COMPANY MAY, UPON NOTICE TO EXECUTIVE AND WITHOUT
REDUCING EXECUTIVE'S COMPENSATION DURING SUCH PERIOD (INCLUDING THE VESTING OF
ANY EQUITY), EXCUSE EXECUTIVE FROM ANY OR ALL OF HIS DUTIES DURING SUCH PERIOD.
THE EFFECTIVE DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
BE THE DATE ON WHICH SUCH 30-DAY PERIOD EXPIRES.
1.4.6
TERMINATION PAYMENTS.
IN THE EVENT OF TERMINATION OF THE EMPLOYMENT OF
EXECUTIVE, ALL COMPENSATION