2022-06-28_skoyanagi_Employment Agreement - Office Employees - National Template with addenda.docx

employment agreement

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into

BY AND BETWEEN:

(the “Company”)

AND:

(the “Employee”)

(Company and Employee are each a “Party” and collectively, the “Parties”)

This Agreement sets out the terms and conditions of your employment. Please review this Agreement carefully as your execution of this Agreement will confirm your acceptance of the following terms and conditions.

Term

This is an agreement of indefinite duration, commencing on , 20, and terminating in accordance with the Termination of Employment Section in the Addendum.

Employment

The Employee will be employed as , and will perform such duties, and will have such responsibilities, as the Company may assign from time to time, in its sole discretion. A current job description is attached hereto as Schedule A. The operational requirements of the Company may require amendment to the Employee’s job description from time to time in the Company’s discretion. The Employee acknowledges and agrees that any such changes will not constitute a breach or termination of this Agreement.

The Employee will at all times faithfully and diligently perform the job duties and responsibilities to the Company’s satisfaction.

The Employee confirms that the Employee has reviewed and is bound by the policies and procedures of the Company as may be amended by the Company from time to time in its sole discretion. In the event of a conflict or inconsistency between the Company’s policies and procedures and this Agreement, this Agreement shall prevail and apply. The Employee understands and agrees that the Company has the right to change these policies and procedures from time to time in its sole discretion and that in doing so, the Company will not be in breach of this Agreement. The Employee also agrees to be bound by all policies, rules and procedures implemented or maintained by the Company from time to time.

The Employee will be subject to performance reviews from time to time, as determined by the Company, and in the form and manner as established by the Company.

This Agreement and the Employee’s employment with the Company is contingent upon satisfactory results of pre-employment checks, including: criminal background check, education verification (if applicable), and employment references.

During the Employee’s employment with the Company, the Employee may be required to undergo further criminal background checks in accordance with the Company’s policies and legal requirements that may be in place from time to time.

Reporting Relationship

The Employee will report to the , or such other person as may be designated by the Company from time to time.

Compensation and Benefits

The Employee will be paid  , less applicable deductions or deductions made with the Employee’s consent and will be paid bi-weekly through direct deposit.

Commencing at the beginning of the first calendar month after 30 days from your start date, and to the extent eligible, the Employee will be entitled to participate in all employee benefit plans provided by the Company to its employees or that the Company may offer to its employees from time to time (the “Employee Benefits”). All Employee Benefits are provided in accordance with formal plan documents or policies, and any issues with respect to entitlement or payment of benefits under any of the Employee Benefits will be governed by the terms of such documents or policies. The Company reserves the right to unilaterally revise the terms of the Employee Benefits or to eliminate any Employee Benefits altogether, subject to any applicable legislative requirements, and the Employee agrees that any changes to or elimination of the Employee Benefits will not affect or change any other part of this Agreement. To the extent any Employee Benefits require employee payment of premiums, the Employee agrees that the Company may deduct those premiums from the Salary.

The Employee may be eligible for a discretionary bonus from time to time (the “Bonus”). The Employee acknowledges and agrees that entitlement to a Bonus at any point during the Employee’s employment does not entitle the Employee to receipt of a Bonus at any other point during the Employee’s employment and the amount of any Bonus is in the Company’s sole discretion. The Employee acknowledges that if the Employee has received or given notice of termination of employment with the Company, the Employee will only be eligible for any Bonus during any applicable period required by applicable employment standards legislation, but not for any further period.

The Employee will be provided with a Company cell phone and laptop.

Confidentiality

The confidentiality obligations of the Employee as set forth in this Article continue during the term of this Agreement, and indefinitely thereafter.

“Confidential Information” means information, technology, material or other property of any kind that is confidential or proprietary to the Company or its affiliates, including:

employee, customer or client information, supplier lists and information, actual or contemplated business plans, financial information, business practices, marketing data and plans, instructional or informational material, promotional materials or manuals, or internal services, operational, or employment manuals;

technical information, including but not limited to, any and all object code and source code to software, methodologies, procedures, processes, specialized knowledge, formulae, innovations and inventions (whether patented or not), instructions, descriptions, studies, reports, test results, computer programs (including computer data, computer software and applications), computer systems, and specialized techniques; and

any other information, the disclosure of which could be reasonably expected to adversely affect the Company or its affiliates.

Confidential Information does not include information that:

is in the public domain and already known to the Employee at the date of this Agreement as shown by the Employee’s records; or

is publicly available by other than unauthorized disclosure.

As a consequence of the Employee’s employment with the Company and of the Employee learning of the Confidential Information, the Employee occupies a position of trust and confidence with respect to the affairs and business of the Company. Accordingly, it is reasonable and necessary for the Employee to agree:

that all Confidential Information is confidential, is the exclusive property of the Company, and is subject to protection;

that disclosure of the Confidential Information would be highly detrimental to the Company and would severely damage the Company’s interests; and

to hold in strictest confidence, take all necessary precautions against unauthorized disclosure of, and not to use or disclose to any person, firm or Company, any of the Confidential Information.

Within five (5) days of termination of employment, regardless of the reason for termination, or upon request, the Employee will turn over all copies of the Confidential Information, along with all other property belonging to the Company.

Ownership and Proprietary Rights

In this Agreement the term “Intellectual Property Rights” means any and all legal protection recognized by law (whether by statute, common law or otherwise, in Canada and all other countries worldwide) in respect of the Works and Confidential Information, including trade secret and Confidential Information protection, patents, copyright and copyright registration, industrial design registration, trade dress and trade-marks and trade-mark registrations and other similar registrations or grants of rights analogous thereto, including all past, present, and future causes of action, rights of recovery, and claims for damage, accounting of profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.

The term “Works” includes all inventions, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, formulas, methods, processes, techniques, prototypes, products, samples, equipment, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including any modifications or improvements thereto which:

are conceived, developed, created, generated or reduced to practice by the Employee (whether alone or with others inside or outside the Company) during the Employee’s employment with the Company whether before or after the Start Date;

result from tasks assigned to the Employee by the Company; or

result from the use of the property (including equipment, supplies or Confidential Information) owned, leased or licensed by the Company;

The term “Pre-Existing Works” means all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including without limitation any modifications or improvements thereto which the Employee owned and developed prior to the Start Date and which such pre-existing knowledge and ownership can be demonstrated by the Employee, whether through documentation or otherwise.

The term “3P Works” means all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including without limitation any modifications or improvements thereto which are owned by a person other than the Employee or the Company.

The Employee will disclose all Works promptly and fully to the Company. The Employee will maintain at all times adequate and current records relating to the Works, which records will be and remain the property of the Company. All documents, records, work papers, notes, memoranda and similar records of Confidential Information or Works made or compiled by the Employee at any time or made available to the Employee during the performance of their obligations under this Agreement, whether before, on or after the Start Date, including all copies thereof, are the property of the Company and will be delivered to the Company by the Employee upon the termination of this Agreement or at any other time upon request by the Company.

Notwithstanding anything else contained in this Agreement, the Company will have sole and exclusive right, title and interest, worldwide, in and to all Works, including all associated Intellectual Property Rights, which right, title and interest will continue after termination of this Agreement. Accordingly, the Employee hereby irrevocably assigns and, in the case of Works created after the Start Date, the Employee irrevocably assigns, (and to the extent such assignment can only be made in the future, hereby agrees to promptly assign without the need for any further remuneration or consideration), to the Company all worldwide right, title and interest of any nature whatsoever in and to all Works, including all associated Intellectual Property Rights. The Employee agrees that this assignment includes a present conveyance to the Company of all Works and associated Intellectual Property Rights that are not yet in existence.

The Employee hereby waives (and in the case of Works created after the Start Date, agrees to waive) all moral rights arising under the Copyright Act (Canada) and any rights to similar effect in any country or at common law (“Moral Rights”) that the Employee have in respect of the Works or Pre-Existing Works, and acknowledge that such waiver may be invoked by any person authorized by the Company.

Aside from Moral Rights, if the Employee has any Intellectual Property Rights that cannot be assigned to the Company, the Employee hereby unconditionally and irrevocably grants and, in the case of such Intellectual Property Rights created after the Start Date hereby unconditionally and irrevocably grants (and to the extent such grant can only be made in the future, will promptly grant) to the Company an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license with rights to sub-license all such Intellectual Property Rights for the full duration of such rights and any renewals or extensions thereof. Further, aside from Moral Rights, if the Employee has any Intellectual Property Rights that cannot be so assigned or licensed, the Employee hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against the Company, its licensees, successors and assigns with respect to such rights. The Employee agrees, at the Company’s request and expense, to consent to and join in any action by the Company to enforce such rights against any third parties.

In performing the Employee’s obligations under this Agreement, if the Employee wishes to use, integrate or otherwise rely on any Pre-Existing Works, the Employee will first:

compile and provide to the Company a list of all such Pre-Existing Works to be so used, integrated or otherwise relied upon; and

obtain the express written consent of the Company for the use of such Pre-Existing Works in the performance of the Employee’s work tasks (including the creation of Works).

Provided that the Company provides such consent in writing:

the Employee may use, integrate or otherwise rely on any such Pre-Existing Works in the manner and to the extent consented to by the Company in writing; and

the Employee grants and will grant to the Company a perpetual, irrevocable, royalty-free, sub-licensable, non-exclusive, transferable, worldwide license to all of the Employee’s Pre-Existing Works to the extent required for the Company’s use, modification or other exercise of its rights in the Works, whether in whole or in part.

In performing the Employee’s obligations under this Agreement, if the Employee wishes to use, integrate or otherwise rely on any 3P Works, the Employee will first:

compile and provide to the Company a list of all such 3P Works to be so used, integrated or otherwise relied upon, together with the license terms applicable to such 3P Works; and

obtain the express written consent of the Company to use such 3P Works in performing the Employee’s obligations under this agreement.

Provided that the Company provides such consent in writing, the Employee may use, integrate or otherwise rely on any 3P Works in performing their obligations under this Agreement in the manner and to the extent consented to by the Company in writing and in accordance with the license terms applicable to the 3P Works.

The Employee will execute and deliver to the Company whenever requested by the Company, any and all further documents and assurances that the Company may deem necessary or expedient to effect the purposes and intent of the provisions of this Section 6. If the Employee refuses or fails to execute any further documents and assurances when requested by the Company, this Agreement will form a power of attorney granting to the Company the right to execute and deliver on the Employee’s behalf all such further documents and assurances that the Company may deem necessary or expedient to effect the purposes and intent of the provisions of this Section 6 on the Employee’s behalf.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination of the Employee’s employment, howsoever occasioned, the Employee will not, whether directly or indirectly, individually or jointly, or in conjunction with any person or company, induce, encourage or solicit any employee or contractor of the Company to leave their employment or engagement with the Company.

During the term of this Agreement and for a period of twelve (12) months following termination of the Employee’s employment, howsoever occasioned, the Employee will not, whether directly or indirectly, individually or jointly, or in conjunction with any person or company, induce, encourage or solicit any customer or client of the Company with whom the Employee had contact with or knowledge of during their employment with the Company for the purpose of soliciting the business of such clients away from the Company or otherwise negatively affecting or interfering in the relationship between the customer or client and the Company.

Miscellaneous

Any notice required to be given under this Agreement must be in writing. Service on the Employee will be effective if served personally or to the Employee’s last known electronic or mailing address. Service by mail is effective if addressed to the party at the last known address for that party. Either party may change its address for service by notice to the other party.

The provisions of this Agreement which require their performance by either party after the termination of this Agreement will survive the termination of this Agreement, howsoever occasioned, and remain enforceable.

If any provision of this Agreement is at any time held to be unenforceable or invalid for any reason, it will be severable from the remainder of this  Agreement and, in its application at that time, this Agreement will be construed as though such provision was not contained herein and the remainder will continue in full force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable provision.

This Agreement, including any Addendum and Schedule, constitute the entire Agreement between the Employee and the Company with respect to the Employee’s employment with the Company, and there are no representations, warranties, collateral terms or conditions, express or implied, other than as set out in this Agreement. This Agreement will supersede all prior and contemporaneous negotiations, understandings, representations, warranties and agreements between the Employee and the Company (both written and oral) with respect to the Employee’s employment with the Company.

The Employee acknowledges having reviewed and understood the terms of this Agreement, having been provided an adequate and reasonable opportunity to seek independent legal advice with respect to it, and either having done so, or voluntarily electing not to do so.

The Employee agrees that the Company may assign this Agreement at any time, without prior notice, and that all the covenants and obligations of the Employee will be assigned to the benefit of any successor or assignee. The Employee may not assign any rights or delegate any duties or obligations under this Agreement.

No waiver by the Employee or the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach by the other party. No delay or failure by the Employee or the Company of exercising any right under this Agreement will be construed as a waiver of that right or any other right.

This Agreement may be executed in any number of counterparts and may be delivered by delivering original signed copies or electronical copies in portable document format (“PDF”), and each such original or PDF copy when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Execution may be accomplished by wet ink signing, insertion by the signatory of an image of a wet ink signature, or by means of an electronic signature.

This Agreement, and all disputes arising from or in connection with this Agreement, will be governed by and construed in accordance with the laws of the Province in which the Employee works. Each party submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province where the Employee works for any action or proceedings arising out of or relating to this Agreement.

IN WITNESS WHEREOF each of the parties has duly executed this Agreement as of the date first written above.

Company:

Per:		
	Authorized Signatory

Name:	
Title:

Employee:

Alberta Addendum

Vacation

The Employee will accrue vacation pay as per the Alberta Employment Standards Code, R.S.A. 2000, c. E-9 (the “Employment Standards Code”) or such greater amount as may be determined by the Company from time to time, in its sole discretion. All vacation requires prior written approval, which approval will not be unreasonably withheld. If the Employee does not take vacation in a given year the Company, at its discretion, shall pay out to the Employee any unused vacation accrual over and above the minimum vacation time required under the Employment Standards Code or allow the Employee to carry such unused vacation accrual to the next calendar year. The Employee must take the minimum vacation time required by the Employment Standards Code within the calendar year and such vacation time cannot be paid out or put over to the next calendar year.

Overtime

The Employee will be employed in a position that is not eligible for overtime pay, and the Employee understands and agrees that the Employee is not eligible for or entitled to overtime pay, pursuant to this Agreement, the Alberta Employment Standards Code or any other applicable legislation, or otherwise.

The Employee agrees that the Employee will not work overtime without the express written permission of the Company. Any overtime incurred will be paid in accordance with the Alberta Employment Standards Code.

Business Expenses

The Company will reimburse the Employee for reasonable business expenses associated with his or her and other reasonable out-of-pocket expenses, as authorized by prior written approval of General Manager and actually and properly incurred by the Employee from time to time (the “Expenses”). The Employee is solely responsible for submitting invoices for the Expenses to the Company by the last business day of each month, and will provide original receipts or other satisfactory supporting documentation evidencing such Expenses. If this Agreement is terminated, the Employee will submit all Expenses within ten (10) days of such termination.

Termination of Employment

The Employee may resign at any time by giving the Company two (2) weeks of notice in writing. The Company may waive such notice in whole or in part, in its sole discretion, in which case the Employee’s entitlement to remuneration and benefits under this Agreement shall cease effective the date set by the Company, save as may be required by the Alberta Employment Standards Code, as amended.

The Company may terminate this Agreement at any time in the manner set forth below:

The Company may immediately terminate this Agreement and the Employee’s employment for Just Cause, as defined below. If terminated for Just Cause, the Company will not be obligated to provide reasonable notice, pay in lieu thereof, termination notice, or termination pay. For the purposes of this Agreement, “Just Cause” means, without limitation:

the Employee’s failure to competently perform the material duties of the position after being given written notice of such failure, and a reasonable opportunity to improve to the standards expected;

the Employee’s recurring failure or refusal to comply with the reasonable instructions of the Company or with the responsibilities of the Agreement, policies, standards and regulations as established from time to time by the Company;

a breach of any term of this Agreement;

the Employee committing any dishonest act that the Company considers, in its sole discretion, detrimental to its best interests or reputation;

the Employee being convicted of a criminal offence involving fraud or dishonesty, or being found to have committed such an offence in a civil trial or other forum;

the Employee acting in conflict with the interests of the Company; or

any other act or omission of the Employee that would constitute just cause at common law.

The Company may dismiss the Employee without Just Cause, at any time, by providing to the Employee that minimum amount of termination notice or termination pay the Employee is entitled to receive pursuant to the Alberta Employment Standards Code, all less appropriate statutory deductions, and nothing more, which amount will be deemed to be the appropriate amount of reasonable notice or pay in lieu thereof. For greater certainty, the Employee understands and agrees that in the event of termination without Just Cause, the Company will have no obligation, beyond the obligation described in this Article 4.2(b), to provide the Employee with severance pay, termination pay, notice, or pay in lieu of notice, either pursuant to statute or at common law.

This Agreement terminates immediately upon the Employee’s death.

At the time of dismissal, the Company may withhold from any amount it owes the Employee any amount which the Employee owes it. For greater certainty, this paragraph is an authorization contemplated by what is currently section 12 of the Alberta Employment Standards Code.

Temporary Layoff

In the event the Company experiences significant fluctuations in workload, it may be necessary for the Company to place the Employee on a temporary layoff for a specified or unspecified length of time. Should it be necessary for the Company to place the Employee on a temporary layoff, the Company will provide the Employee with written notice of the temporary layoff and the effective date of the temporary layoff. During the temporary layoff the Company may continue to provide its portion of employment benefits, with the exception of short-term and long-term disability coverage (as applicable). The Company may recall the Employee to active employment at any time during the temporary layoff period by sending a notice of recall to the last address on record in the Employee’s employment file. Should the Employee fail to report to work on the date specified in the notice of recall, the Employee will be deemed to have abandoned their employment with the Company as of that date and the Employee shall not be entitled to any termination notice, or pay in lieu of termination notice.

Personal Information and Personal Employee Information

The Employee acknowledges that any personal information or personal employee information (as such terms are defined in the Alberta Personal Information Protection Act) concerning the Company’s officers, directors, employees, independent contractors, rate-payers, or other individuals about whom the Company holds information, are subject to the requirements of the Alberta Personal Information Protection Act, and other federal and provincial laws governing privacy.

The Employee hereby consents to the collection, use, and disclosure of the Employee’s personal information and personal employee information for purposes relating to the establishment and maintenance of the employment relationship and post-employment relationship, in order to facilitate the purposes of this Agreement, and in order to facilitate and promote the Company’s business. The purposes of collection, use, and disclosure may include, but are not limited to:

reporting to any trade or professional Company governing the Company, or any investigative body having authority over the Company to the extent that such information is required to be reported;

as required by law;

as required by the Company to obtain funding;

as required by the Company to obtain and maintain business contracts;

in connection with obtaining employee benefits, or insurance;

in connection with any outsourcing of information to third party suppliers of information processing services, including, without limitation, payroll, health benefits, insurance, or pension plan benefits;

for the Company’s internal operational purposes;

for any purpose required or permitted under the Alberta Personal Information Protection Act;

monitoring the Employee’s access to the Company’s electronic media services, including Internet and e-mail, to ensure that the Employee’s use of such services is appropriate, is in compliance with any policies the Company might establish from time to time, and is not in violation of any applicable law; and

any other purposes the Company determines are related to the establishment, maintenance, or termination of the employment relationship.

The Employee acknowledges and agrees:

that through employment with the Company, the Employee will become aware of personal information and personal employee information which is collected, used, or disclosed by the Company;

not to, without the Company’s prior written consent, disclose or make available such personal information or personal employee information to any other person or entity except in the ordinary course of employment, or as required by the Company;

not to sell, trade, barter, disclose, or transfer personal information or personal employee information to any other party or use it for any other purpose other than the purposes permitted by this Agreement; and

to strictly abide by all of the Company’s rules and regulations with respect to the collection, use, and disclosure of personal information and personal employee information.

British Columbia Addendum

Overtime

Given your position as a manager, as that term is defined in the Employment Standards Regulation, B.C. Reg 396/95, you are exempt from the hours of work and overtime, and statutory holiday provisions of the BC Employment Standards Act, R.S.B.C. 1996, c. 113 (the “Employment Standards Act”). You acknowledge and agree that your remuneration as set out in this Agreement is intended to compensate you for all hours worked and that you are not entitled to overtime or any extra pay.

The Employee agrees that the Employee will not work overtime without the express written permission of the Company. Any overtime incurred will be paid in accordance with the BC Employment Standards Act, R.S.B.C. 1996, c. 113 (the “Employment Standards Act”).

Vacation and Paid Sick Days

The Company will provide the Employee with vacation time and pay in accordance with the Employment Standards Act. The timing of the Employee’s vacation will be subject to approval of the Company and its policies in place from time to time concerning same. In no circumstance will the Employee receive less than their vacation entitlements under the Employment Standards Act. Vacation will be pro-rated for any partial years of employment.

The Company will provide the Employee with up to ten (10) paid personal days per calendar year (the “Personal Days”). The Employee is not entitled to carry over any Personal Days from year to year, or to be paid for any unused personal days. Upon termination of this Agreement, howsoever occasioned, the Employee is not entitled to receive compensation of any kind for any remaining unused Personal Days. The Personal Days are inclusive of, and not in addition to, the Employee’s statutory entitlement to sick days under the Employment Standards Act.

Layoff

The Employee acknowledges and agrees that the Employee may be subject to periods of temporary layoff during the term of this Agreement in accordance with the Employment Standards Act. The Employee acknowledges and agrees that, provided such temporary layoff does not exceed the maximum number of weeks permitted under the Employment Standards Act, such temporary layoff shall not constitute constructive dismissal or a termination of the Employee’s employment.

Termination

The Employee’s employment with the Company may be terminated in the following manner and in the following circumstances:

the Employee may resign by giving the Company two (2) weeks’ written notice of the effective date of the Employee’s resignation. The Company reserves the right to waive this notice period, in whole or in part, by providing to the Employee compensation for the remainder of the notice period; or

the Company may terminate the Employee’s employment at any time by providing the Employee with only their entitlements, if any, under the Employment Standards Act. In no circumstance will the notice, payment in lieu of notice, or combination of both be less than what the Employee is entitled to under the Employment Standards Act. The Employee acknowledges and agrees that such entitlements constitute the Employee’s full entitlement to notice under this Agreement, the Employment Standards Act, and the common law.

The Employee understands and agrees that upon the termination of the Employee’s employment that the Employee will not be entitled to receive any further notice, payment in lieu of notice, severance pay, benefits, compensation or damages of any kind, whether at common law or otherwise, other than the Employee’s entitlements under the Employment Standards Act.

Upon termination of the Employee’s employment, for any reason the Employee will promptly return to the Company all the Company property and Confidential Information in the Employee’s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.

Ontario Addendum

Overtime

Given your position as a managerial employee, you are exempt from overtime under the Ontario Employment Standards Act, 2000 S.O. 2000, c 41 as amended from time to time (“Employment Standards Act I acknowledge and agree that your remuneration as set out in this Agreement is intended to compensate you for all hours worked and that you are not entitled to overtime or any extra pay.

The Employee agrees that the Employee will not work overtime without the express written permission of the Company. Any overtime incurred will be paid in accordance with the Ontario Employment Standards Act, 2000 S.O. 2000, c 41 as amended from time to time (“Employment Standards Act.

Vacation

The Company will provide the Employee with the greater of twenty (20) paid vacation days per year or Employee’s entitlement under the Employment Standards Act.

In no circumstance will the Employee receive less than their entitlements to vacation time and pay under the Employment Standards Act. The timing of the Employee’s vacation will be subject to approval of the Company and its policies in place from time to time concerning same. Vacation will be pro-rated for any partial years of employment.

Layoff

The Employee acknowledges and agrees that the Employee may be subject to periods of temporary layoff during the term of this Agreement in accordance with the Employment Standards Act. The Employee acknowledges and agrees that, provided such temporary layoff does not exceed the maximum number of weeks permitted under the Employment Standards Act, such temporary layoff shall not constitute constructive dismissal or a termination of the Employee’s employment.

Termination

The Employee’s employment with the Company may be terminated in the following manner and in the following circumstances:

the Employee may resign by giving the Company two weeks’ written notice of the effective date of the Employee’s resignation. The Company reserves the right to waive this notice period, in whole or in part, by providing to the Employee compensation for the remainder of the notice period; or

the Company may terminate the Employee’s employment at any time by providing the Employee with only their entitlements, if any, under the Employment Standards Act. In no circumstance will the notice, payment in lieu of notice, or combination of both be less than what the Employee is entitled to under the Employment Standards Act. The Employee acknowledges and agrees that such entitlements constitute the Employee’s full entitlement to notice under this Agreement, the Employment Standards Act, and the common law.

The Employee understands and agrees that upon the termination of the Employee’s employment that the Employee will not be entitled to receive any further notice, payment in lieu of notice, severance pay, benefits, compensation or damages of any kind, whether at common law or otherwise, other than the Employee’s entitlements under the Employment Standards Act.

Upon termination of the Employee’s employment, for any reason the Employee will promptly return to the Company all the Company property and Confidential Information in the Employee’s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.

Manitoba Addendum

Vacation

The Company will provide the Employee with vacation time and pay in accordance with The Employment Standards Code, C.C.S.M. c. E110, as amended from time to time (“The Employment Standards Code”). The timing of the Employee’s vacation will be subject to approval of the Company and its policies in place from time to time concerning same. In no circumstance will the Employee receive less than their vacation entitlements under The Employment Standards Code. Vacation will be pro-rated for any partial years of employment.

Overtime

For Employees eligible for overtime:

The Employee will be paid overtime in accordance with The Employment Standards Code. All overtime must be approved in advance.

For Employees who are not eligible for overtime:

The Employee will be required to work such number of hours as are reasonably required to carry out Employee’s duties and shall not be eligible for or receive additional compensation for “overtime” work. The Employee acknowledges and agrees that the “standard hours of work” and “overtime” provisions of The Employment Standards Code do not apply as the Employee performs managerial functions primarily, is a professional practicing Employee’s profession or are otherwise exempted from application of these provisions.

Layoff and Termination

Layoff

It may become necessary for the Company to lay off the Employee due to lack of work. In this sense “layoff” may be a temporary reduction or elimination of hours. In such cases, the provisions governing layoff under The Employment Standards Code and Regulations will apply, and such layoff will not be deemed to be a constructive dismissal.

Termination for Just Cause

The Company can terminate the employment of the Employee under this Agreement for just cause, without notice or pay in lieu of notice. If this happens, the Company will only have to pay the Employee any compensation which the Employee has earned but has not yet been paid, and which is required to be paid under The Employment Standards Code, including pay, overtime, vacation pay, general holiday pay and overtime. In cases where the Employee’s conduct amounts to just cause under the common law but not The Employment Standards Code, the Employee will be paid termination pay pursuant to the Code.

Termination without Just Cause

The Company can also terminate employment of the Employee without just cause. In that case, the Company will

provide the Employee with the minimum notice of termination, or compensation in lieu of notice, as is required pursuant to The Employment Standards Code, as amended from time to time. “Pay in lieu of notice” will include pay, benefits (or where benefits cannot be continued during the notice period, then the value of the Employer’s contribution for benefits during that period), and any other compensation to which the Employee would normally have been entitled during the notice period, had the Employee been working; and

pay the Employee any compensation which the Employee has earned but has not yet been paid, and which is required to be paid under the Code, including pay, overtime, vacation pay, general holiday pay and overtime.

This provisions of the Agreement will continue to apply at any time in the future, no matter how long the Employee’s employment continues, and regardless of whether there are other changes to the Employee’s compensation, job duties or title. By accepting employment under this Agreement, the Employee agrees that the payments or notice set out in this article fully satisfy Company’s obligations to the Employee relating to termination of employment, and the Employee will not be entitled to more than this under statute, common law, civil law or contract.

Termination by the Employee

If the Employee voluntarily terminates employment with the Company, the Employee agrees to provide the Company with at least one week’s notice of termination in the first year of employment and two (2) weeks’ notice of your resignation thereafter.

Suspension

Where the Company considers it necessary for the protection of its operational and business interests, it may require the Employee to undertake reduced or alternative duties consistent with Employee’s abilities or remain away from work, on pay, while it conducts an investigation into the Employee’s conduct or performance. Where any suspension extends beyond two weeks due to matters beyond the Company’s control (such as a police investigation) the suspension may continue without pay.

During any period of suspension, the Employee shall not, except with the prior written consent of the Company, attend at any Company premises, conduct any business on behalf of the Company, or contact any employee or customer of the Company.

During any period of suspension, the Employee must ensure that he/she/they have given the Company an address, telephone number and email address at which the Employee can be contacted, and the Employee will be required to contact the Company by telephone at intervals of not more than two (2) working days on such telephone number and at such times as the Employee shall be informed of at the commencement of the suspension.

In the event of suspension the Company may require the Employee to return all Company property in his/her/their possession, custody, power, or control.

Quebec Addendum

Hours of Work and Overtime Exemption

Your normal work hours will be forty (40) hours per week. As you will be in a management position, you will be required to work and be available as needed outside of your regular hours. You will not be eligible for overtime. Your compensation package has been structured accordingly.

(FOR NON-MANAGERIAL EMPLOYEES PAID AN ANNUAL SALARY: Your normal work hours will be forty (40) hours per week. However, you recognize that given the nature of your position, you will be required to work and be available as needed outside of your regular hours. You further recognize that your annual salary is being paid to you for all hours worked.

Time Off

You are eligible for the following time off:

Fifteen (15) vacation days per year, accrued from your date of hire and available for use, subject to supervisor approval. For the purpose of calculating vacation entitlements, the reference year runs from , 20 to , 20. In no case will you receive less than your vacation entitlements under applicable labour standards legislation.

Five (5) paid sick days per year, available for use, subject to supervisor approval. Your sick day bank refreshes on January 1st and may not be carried over from year-to-year. The leave entitlement described herein is inclusive of, and not in addition to, any paid leave to which you may be entitled under applicable labour standards legislation.

Eleven (11) paid public holidays as required under provincial labour standards legislation: New Year’s Day; Good Friday or Easter Monday, at Company’s option; National Patriot’s Day (May); National Holiday – St. Jean Baptiste (June 24); Canada Day (July 1); Labour Day (September); Thanksgiving (October); Christmas Day (December 25th).

Termination of Employment

Your employment with Company may come to an end in accordance with the provisions set out below.

Resignation: You may resign your employment at any time with two (2) weeks’ notice. The Company can accept your resignation at any earlier date within that two-week period by providing you with your normal pay for the remainder of the two (2) week resignation notice period.

Serious reason: Company may terminate your employment at any time without notice or pay in lieu thereof for a serious reason, pursuant to article 2094 of the Civil Code of Quebec.

Without a serious reason: Company may terminate your employment at any time without a serious reason by providing you with reasonable notice of termination or pay in lieu thereof, in accordance with the Civil Code of Quebec.

Temporary Layoffs: Due to the nature of the business, there may be slowdowns in work during various times throughout the year and Company may be required to provide you with a temporary layoff during those periods.

You acknowledge and agree that such temporary layoffs, so long as they are in accordance with the Act respecting Labour Standards shall not constitute a termination of or constructive dismissal from your employment.

Language: Vous reconnaissez qu’une version française du présent contrat d’emploi vous a été fournie par Company et que vous avez expressément demandé une version anglaise. You recognize that a French version of this employment agreement was provided by Company and that you expressly request that this agreement be in English.

I confirm that I have read and understand the contents of this Addendum and I agree to be bound by same. Moreover, I hereby ask my employer to grant my vacation entitlement by anticipation during the current reference year. I understand that the anticipated vacation cannot be paid to me twice, and that my right to vacation time and pay will be reduced accordingly throughout the years to come.

Nova Scotia Addendum

Vacation and Paid Holidays

The Employee will be entitled to vacation in accordance with the Nova Scotia Labour Standards Code, as amended (the “Code”). All vacation times must be approved in advance by the Company. Vacation pay, as applicable, will be provided to the Employee in accordance with the Company’s normal payroll practices and the Code. The Employee will also be entitled to paid holidays in accordance with the Code and any other legislation prescribing paid holidays in Nova Scotia.

Overtime

Any hours worked in excess of 48 hours per week shall be payable at the applicable overtime rate as under the Code and any regulations and orders made thereunder. The Employee is not to work any overtime hours (i.e. hours beyond 48 in a week period) without express authorization or consent from the Company.

OR [For Managers, Supervisors, IT Professionals, HR Professionals, and other Exempt Employees who are adequately paid to avoid further entitlement*]

The Employee’s compensation is inclusive of, and intended to compensate the employee for, all expected hours of work, including any hours which may be worked in excess of 48 hours in a week and any entitlement at law to overtime pay. No further or other compensation shall be payable for overtime hours (i.e. hours worked beyond 48 in a week period).

Temporary Layoff

The Employee understands and agrees that, from time to time, due to a shortage of work, business restructuring, reason beyond the control of the Company or any other reasonable cause, at the sole discretion of the Company, the Employee may be placed on a temporary lay-off, which may include a total or partial reduction in hours of work. The Employee acknowledges and agrees that, provided such temporary layoff complies with the Code, such temporary layoff shall not constitute constructive dismissal or a termination of their employment. Further, the Employee will be deemed to have resigned from their employment if they decline to accept recall of employment following such temporary layoff, and shall not be entitled to any further compensation.

Termination by Employee

The Employee may terminate their employment with the Company at any time upon giving the Company the advance written notice required in the circumstances under the Code. Upon notice of resignation, within its exclusive discretion, the Company may either (i) request that the Employee cease working immediately and provide the Employee with pay-in-lieu of the remainder of the notice period required under the Code; or (ii) at the Employee’s request, waive such notice in whole or in part.

Termination by Company for Just Cause

The Company has the right to terminate the Employee’s employment at any time for just cause by providing the Employee only with their minimum entitlements as under the Code, including their minimum entitlement to notice or pay in lieu of notice. For clarity, where such just cause amounts to willful misconduct, disobedience or neglect of duty that has not been condoned by the Company, per the Code, the Employee will not be provided any notice or pay-in-lieu thereof whatsoever.

Termination by Company without Just Cause

Except in circumstances where termination without just cause is prohibited by the Code, the Company also has the right to terminate the Employee’s employment, at any time, without just cause, by providing the Employee only their minimum entitlement to notice or pay in lieu of notice as under the Code, and any other minimum entitlements owed to the Employee under Code. The Employee agrees that provision of this notice or pay in lieu of notice fully satisfies any and all claims, causes of action, and/or complaints that the Employee might have against the Company in respect of termination notice, pay in lieu therefor, or any damages for a termination without cause, a wrongful dismissal and/or a constructive dismissal. Without limiting the generality of the foregoing, the Employee agrees that upon the termination of their employment without cause, the Employee is not entitled to reasonable notice of termination in accordance with the common law and the Employee expressly waives any entitlement and claim thereto.

Minimum Entitlements

Notwithstanding the foregoing, and for greater certainty, it is the Company’s intention to, at all times, comply with the minimum requirements of the Code or any successor legislation. Accordingly, if the payments, benefits, or entitlements which the Employee would receive at any time during the course of their employment or upon termination of their employment are or could be less than those to which the Employee would be entitled under the Code or any successor legislation, then the Employee shall be entitled to any other payment, benefit, or entitlement required to ensure full compliance with the Code or required by the relevant legislation in force at the time.

Duties and Responsibilities

Essential Duties and Responsibilities

[INSERT JOB DUTIES FOR APPLICABLE POSITION]

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