Common use of Termination of Employment Following a Change of Control Clause in Contracts

Termination of Employment Following a Change of Control. If a Change in Control (as defined in Section 3 of this Agreement) shall occur and thereafter, there shall be: (a) any involuntary termination of Executive’s employment (other than for a disability wherein Executive is unable to perform all of his essential job functions taking into account any reasonable accommodations); (b) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (c) the assignment to Executive of duties inconsistent with Executive’s office on the Date of Change in Control or as the same may be increased from time to time after the Change in Control; (d) any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive’s office on the date of the Change in Control; (e) any reduction in Executive’s Annual Base Salary in effect on the Date of the Change in Control or as the same may be increased from time to time after the Change in Control; (f) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation’s or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; then, at the option of Executive, exercisable by Executive within180 days of a Change in Control, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply.

Termination of Employment Following a Change of Control. If 3.01. In the event of a Change in of Control and, within twenty-four (as defined in Section 3 of this Agreement24) shall occur and months thereafter, there shall be: : (a) any involuntary the Company provides notice to the Executive of the Executive’s termination of by the Company other than for Cause, or (b) the Executive’s employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive: (other than A) the Accrued Rights, (B) an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following the date of termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of the Executive’s employment occurs and (ii) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a disability wherein lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company’s health and dental plans and continuation of the participation of the Executive in the Company’s group life insurance plan until the expiration of two years following the date of termination of the Executive’s employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable to perform continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company’s equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a termination of employment, if earlier; and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive. 3.02. Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his essential job functions taking into account any reasonable accommodationsemployment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D); (b) any reduction in , Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time participation in Benefit Plans shall terminate pursuant to time during the term of this Agreement; (c) the assignment to Executive of duties inconsistent with Executive’s office on the Date of Change in Control or as the same may be increased from time to time after the Change in Control; (d) any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive’s office applicable plan terms based on the date of termination of the Change in Control; (e) any reduction in Executive’s Annual employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained in effect this Section 3.02 however, shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the Date date of termination under any Benefit Plan, other than any severance plan or policy of the Change in Control Company. 3.03. Any purported termination of employment by the Company or as by the same may Executive shall be increased from time communicated by written Notice of Termination to time after the Change in Control; other party hereto given sixty (f60) any failure days prior to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation’s or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any effective date of such benefits in effect at the time termination. For purposes of the Change in Control; then, at the option of Executive, exercisable by Executive within180 days of a Change in Control, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering , a notice in writing (the “Notice of Termination”) to Corporation and Bank and ” shall mean a notice which shall indicate the provisions of Section 6 of specific termination provision in this Agreement relied upon and such notice shall applyset forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

Termination of Employment Following a Change of Control. If a Change in Control (as defined in Section 3 of this Agreement) shall occur and thereafter, there shall be: (a) The Company shall give the Executive at least 30 days’ prior written notice of any involuntary termination of intention to terminate the Executive’s employment without Cause within 24 months following a Change of Control (thereby causing a Triggering Event). The Company shall give all instructions and take all such further action as may be necessary in order to permit the Executive to receive all payments, make any elections, and have the benefit of all other than for a disability wherein rights of the Executive is unable to perform under the Company’s benefit programs including, without limitation, the Retirement Plan, the Savings Plan, any Incentive Plans and the Retirement Compensation Arrangement and the Inco SERP, as applicable, all in accordance with their respective terms. The termination shall not become effective until the expiration of his essential job functions taking into account any reasonable accommodations);such notice period. (b) any reduction in Upon the occurrence of a Triggering Event, the Executive (or the Executive’s titleSpouse, responsibilities, including reporting responsibilities, beneficiary or authority, including such title, responsibilities or authority estate as such the case may be increased should the Executive die following the Triggering Event) shall immediately become entitled to, and the Company shall provide a Separation Arrangement consisting of the provisions under this Section 6.0 in accordance with their respective terms: (i) payment of any unpaid but accrued base salary and vacation pay to the Termination Date in accordance with normal payroll practices; (ii) payment of any unpaid incentive compensation already awarded by the Company under any Incentive Plans (including awards based upon the occurrence of a Change of Control pursuant to Section 4.0); provided, however, that in the case of supplemental compensation awards, if any, which were previously deferred at the Executive’s election, such awards shall be paid to the Executive in accordance with the terms of such deferral; (iii) payment of the Retiring Allowance; (iv) if and to the extent permitted by the terms of the applicable plans, continuation of the Continuing Benefits for a period equal to the earlier of (A) the date 36 months following the Termination Date; (B) Retirement and (C) the date the Executive obtains alternate employment with another employer, such Continuing Benefits to be provided at a level at least equal (on an after-tax basis) to those provided to the Executive immediately prior to the Termination Date. An estimate of any contributions owed by the Executive in respect of the Continuing Benefits for 36 months shall be deducted from time the lump sum payment in subsection (ii) above and the appropriate portion subsequently refunded in the event the Executive obtains alternate employment. If the Company is not permitted by the terms of any of the Continuing Benefits to time during continue the term Executive’s enrolment following the Termination Date or for the entire period, then the Company shall reimburse the Executive for all reasonable costs incurred by the Executive to replace such Continuing Benefits with equivalent benefits for an equivalent duration for the Executive and the Executive’s dependants (with appropriate gross-ups to reimburse the Executive for the Executive’s income taxes if the Executive is required to pay additional income taxes in respect of this Agreementsuch benefits). In respect of such replacement equivalent benefits, the Company shall deduct an amount equal to but not exceeding the amount of the contributions which the Executive was making prior to the Executive’s Termination Date in respect of the Continuing Benefits for which such replacement equivalent benefits are substituted. Save and except for the Continuing Benefits, the Executive shall cease to be eligible for future enrolment or active participation in the Company’s other benefit programs following the Termination Date; (v) immediate removal of any restrictions on restricted common shares in the Company awarded to the Executive under any Incentive Plans and delivery of share certificates evidencing such common shares; (vi) payment of the Executive’s Pension Supplement; and (vii) reimbursement of up to CDN$50,000 for employment counselling, tax preparation and financial planning services; provided, however, that receipts for such reimbursement are provided to the Company within one year following the Executive’s Termination Date. The payments provided in subsection (i), (ii), and (iii) shall be paid within 30 days following the Triggering Event. (c) In the assignment event of a Triggering Event, options (including options to which share appreciation rights are attached) to acquire shares of the Company granted under any Incentive Plans may be exercised in full or in part by the Executive of duties inconsistent with at any time within 5 years following the Executive’s office on the Date of Change in Control or as the same Termination Date. In no event may any option be increased from time to time exercised after the Change fixed expiration date specified in Control;the stock option grant. (d) The provisions of this Section 6.0 are in addition to, and shall not adversely affect, the rights of the Executive or any reassignment beneficiary of the Executive, in respect of vested entitlements under any of the Company’s benefit programs which have accrued to the Executive up to a location greater than twenty-five (25) miles from and including the location of Executive’s office on Termination Date, including, without limitation, rights or benefits under the date of Retirement Plan, the Change in Control;Savings Plan, any Incentive Plans and the Retirement Compensation Arrangement and the Inco SERP, as applicable. (e) any reduction in The Separation Arrangement includes the Executive’s Annual Base Salary entitlements under applicable employment standards legislation and regulations, the common law or otherwise and shall be in effect on full settlement of all severance payments to the Date of the Change in Control or as the same may be increased from time to time after the Change in Control; (f) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation’s other employment, termination or Bank’s retirement severance agreement between the Company and the Executive or pension, life insurance, medical, health and accident, disability any severance plan or other employee plans in which Executive participated at the time policy of the Change in Control, or Company. The Executive shall sign and deliver a release acceptable to the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; then, at the option of Executive, exercisable by Executive within180 days of a Change in Control, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank Company and the provisions of resignations contemplated in Section 6 of this Agreement shall apply7.0 prior to receiving the Separation Arrangement.

Termination of Employment Following a Change of Control. If a Change in Control (as defined in Section 3 of this Agreement) shall occur and thereafter, there shall be: (a) any involuntary termination of Executive’s employment (other than for a disability wherein Executive is unable to perform all of his essential job functions taking into account any reasonable accommodations); (b) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (c) the assignment to Executive of duties inconsistent with Executive’s office on the Date of the Change in Control or as the same may be increased from time to time after the Change in Control; (d) any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive’s office on the date of the Change in Control; (e) any reduction in Executive’s Annual Base Salary in effect on the Date of the Change in Control or as the same may be increased from time to time after the Change in Control; (f) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation’s Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; then, at the option of Executive, exercisable by Executive within180 days of a Change in Control, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply.