AGI AS A MAJOR COMPETITOR OF THE
COMPANY.
8
27.
A)
THE EXECUTIVE AND THE COMPANY AGREE THAT
THE COVENANTS CONTAINED IN PARAGRAPHS 24, 25 AND 26 ARE REASONABLE UNDER THE
CIRCUMSTANCES, AND FURTHER AGREE THAT IF IN THE OPINION OF ANY COURT OF
COMPETENT JURISDICTION ANY SUCH COVENANT IS NOT REASONABLE IN ANY RESPECT, SUCH
COURT WILL HAVE THE RIGHT, POWER AND AUTHORITY TO EXCISE OR MODIFY ANY PROVISION
OR PROVISIONS OF SUCH COVENANTS AS TO THE COURT WILL APPEAR NOT REASONABLE AND
TO ENFORCE THE REMAINDER OF THE COVENANTS AS SO AMENDED.
THE EXECUTIVE
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 EXECUTIVE
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
EXECUTIVE 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 EXECUTIVE
ARE AS LISTED ON ANNEX B TO THIS AGREEMENT.
THE EXECUTIVE 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.
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 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.
30.
ANY PAYMENT MADE TO THE EXECUTIVE UNDER PARAGRAPHS 17, 18, 19 OR
21 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