SUCH PERSON IS NAMED AS A NOMINEE FOR DIRECTOR,
WITHOUT OBJECTION TO SUCH NOMINATION) WILL BE DEEMED TO HAVE BEEN A MEMBER OF
THE INCUMBENT BOARD, BUT EXCLUDING, FOR THIS PURPOSE, ANY SUCH INDIVIDUAL WHOSE
INITIAL ASSUMPTION OF OFFICE OCCURS AS A RESULT OF AN ACTUAL OR THREATENED
ELECTION CONTEST WITH RESPECT TO THE ELECTION OR REMOVAL OF DIRECTORS OR OTHER
ACTUAL OR THREATENED SOLICITATION OF PROXIES OR CONSENTS BY OR ON BEHALF OF A
PERSON OTHER THAN THE BOARD; OR
D)
THE APPROVAL BY THE STOCKHOLDERS OF AGI
OF A COMPLETE LIQUIDATION OR DISSOLUTION OF AGI, EXCEPT PURSUANT TO A BUSINESS
COMBINATION THAT WOULD NOT CONSTITUTE A CHANGE IN CONTROL.
2.
"JUST CAUSE" MEANS WILLFUL MISCONDUCT
OR WILLFUL NEGLECT OF DUTY BY THE CHAIRMAN, INCLUDING, BUT NOT LIMITED TO,
INTENTIONAL WRONGFUL DISCLOSURE OF CONFIDENTIAL OR PROPRIETARY INFORMATION OF
THE COMPANY OR AGI OR ANY OF ITS SUBSIDIARIES; INTENTIONAL WRONGFUL ENGAGEMENT
IN ANY COMPETITIVE ACTIVITY PROHIBITED BY PARAGRAPHS 25, 26 AND 27; AND THE
INTENTIONAL MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT.
3.
"STATED GOOD REASON" MEANS THE
OCCURRENCE OF ONE OR MORE OF THE FOLLOWING EVENTS (REGARDLESS OF WHETHER ANY
OTHER REASON, OTHER THAN JUST CAUSE, EXISTS FOR THE TERMINATION OF CHAIRMAN'S
EMPLOYMENT):
A)
THE GEOGRAPHIC RELOCATION BY MORE THAN
25 MILES OF THE CHAIRMAN'S PRINCIPAL WORK LOCATION;
B)
ANY MATERIAL REDUCTION IN THE CHAIRMAN'S
JOB DUTIES OR RESPONSIBILITIES;
C)
ANY MATERIAL REDUCTION IN THE CHAIRMAN'S
LEVEL OF COMPENSATION OR BENEFITS;
D)
ANY ADVERSE CHANGE TO THE CHAIRMAN'S
TITLE OR FUNCTION;
2
E)
ANY CHANGE IN THE ORGANIZATIONAL
REPORTING RELATIONSHIP BETWEEN THE CHAIRMAN AND THE BOARD OF DIRECTORS;
F)
HARASSMENT BY AGI OR THE COMPANY; OR
G)
ANY CIRCUMSTANCE IN WHICH THE CHAIRMAN
WAS INDUCED BY THE ACTIONS OF THE COMPANY OR AGI TO TERMINATE HIS EMPLOYMENT
OTHER THAN ON A PURELY VOLUNTARY BASIS.
4.
"SERVICES" HAS THE MEANING SET FORTH IN
THE MANAGEMENT SERVICES AGREEMENTS BY AND BETWEEN THE COMPANY AND AGI AND THE
COMPANY AND CERTAIN SUBSIDIARIES OF AGI.
5.
"TERMINATION WITHOUT JUST CAUSE"
INCLUDES, BUT IS NOT LIMITED TO, ANY UNILATERAL CHANGE IN THE MATERIAL TERMS AND
CONDITIONS OF THE CHAIRMAN'S EMPLOYMENT.
6.
"VOTING STOCK" MEANS SECURITIES
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS.
Entire Agreement
7.
THE CHAIRMAN AND THE COMPANY AGREE THAT
THIS AGREEMENT REPRESENTS THE ENTIRE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES
AND THAT ANY AND ALL PRIOR AGREEMENTS, WRITTEN OR VERBAL, EXPRESS OR IMPLIED
(INCLUDING, WITHOUT LIMITATION, THE PRIOR AGREEMENTS), BETWEEN THE PARTIES
RELATING TO OR IN ANY WAY CONNECTED WITH THE EMPLOYMENT OF THE CHAIRMAN BY THE
COMPANY OR ANY RELATED, ASSOCIATED, AFFILIATED, PREDECESSOR OR PARENT
CORPORATIONS ARE DECLARED NULL AND VOID AND ARE SUPERSEDED BY THE TERMS OF THIS
AGREEMENT AND BY THE TERMS OF THE 2003-2005 EXECUTIVE STRATEGIC INCENTIVE PLAN
OF ALDERWOODS GROUP CANADA, INC. AND THE 2005-2007 EXECUTIVE STRATEGIC INCENTIVE
PLAN OF ALDERWOODS GROUP CANADA INC. THERE ARE NO REPRESENTATIONS, WARRANTIES,
FORMS, CONDITIONS, UNDERTAKINGS, OR COLLATERAL AGREEMENTS, EXPRESS, IMPLIED OR
STATUTORY BETWEEN THE PARTIES OTHER