This excerpt taken from the PRVT 8-K filed Dec 23, 2009.
4.3 Effects of Termination.
4.3.1 Termination For Disability, Other Than For Cause or For Good Reason. If the Company terminates the Employees employment during the Term for Disability or for any reason other than for Cause, or if Employee terminates his employment with the Company during the Term, for Good Reason, the Company shall: (i) pay to Employee any and all Base Salary, accrued vacation and expense reimbursement that had accrued but had not been paid prior to the Date of Termination, which amounts shall be paid promptly after the Date of Termination, (ii) pay to Employee an amount equal to Employees monthly Base Salary multiplied by the remaining number of whole months left in the Term (or such greater amount (if any) as may be otherwise owed to Employee for notice and severance pay (if applicable) under the Employment Standards Act, 2000 (Ontario)), which amount shall be paid in equal monthly installments consistent with how the Company historically pays Employees Base Salary, and (iii) continue Employees benefits for at least the period of notice required by the Employment Standards Act, 2000 (Ontario), and, to the extent permitted by the Companys benefit provider, for the duration of the Term. Except as set forth in this Section 4.3.1, the Company shall have no further obligation to make any payments or provide any benefits to Employee hereunder after the Date of Termination. All pay in lieu of notice of termination and severance payments described herein are inclusive of all amounts which would be owed to Employee for notice and severance pay (if applicable) under the Employment Standards Act, 2000 (Ontario). The compensation and benefits described above are in full and final payment of all the legal and contractual obligations of the Company towards the Employee with respect to his employment or the termination thereof. Subject to the Company complying with its obligations, as described above in this Section 4.3.1, Employee, on behalf of himself and of his descendants, dependants, executors, administrators and successors, hereby forever releases and fully discharges the Company, its parent, predecessors, successors, subsidiaries, affiliates, groups or divisions and related entities, as well as each of their fiduciaries, principals, administrators, officers, partners, directors, insurers, employees, current or former agents, and other representatives from any and all claims, actions, causes of action, charges, complaints, obligations, rights, demands, debts, damages, costs and legal fees, losses, liabilities or accounting of whatever nature, or any other liability without limitation, known or unknown, for the past, present and future, arising out of, concerning or relating directly or indirectly to the Employees employment relationship with the Company or the termination thereof other than the covenants, rights, entitlements, agreements and obligations arising under the Acquisition Agreement and all exhibits and schedules thereto including, without limitation, Employees right to the Amalgamation Consideration Shares. Without limiting the generality of the foregoing, Employee recognizes that other than the amounts and benefits described above in this Section 4.3.1, there are no other amounts or benefits of any nature whatsoever that are or will
be owed to him, including, without limitation, for damages, salary, wages, commissions, bonus payments, leave, overtime pay, pension plan contributions, insurance, stock options, shares, allowance, notice, payment in lieu of notice of termination and any vacation pay related thereto or any other amounts, benefits, compensation, payments, equity participation or interests in the Company related to his employment or the termination thereof to which he may claim to be entitled pursuant to any agreement whatsoever or to the laws of the Province of Ontario and Canada, including without limitation, the Employment Standards Act, 2000 (Ontario), the Workplace Safety and Insurance Act, 1997, the Human Rights Code and at common law. Notwithstanding the foregoing, nothing in this Section 4.3.1 releases any claims, rights or entitlements Employee had, has or may in the future have as a shareholder of Private or any of its Affiliates.
4.3.2 Termination for Cause. If Employees employment is terminated by the Company for Cause or by the Employee without Good Reason, the Company shall have no further obligation to make any payments or provide any benefits to Employee hereunder after the Date of Termination except for payments of Base Salary and expense reimbursement that had accrued but had not been paid prior to the Date of Termination, provided that any amounts owed by Employee to the Company shall be offset against any such expense reimbursement.
4.3.3 Termination of Severance Payments. If, following the cessation of Employees employment, the Employee breaches his obligations under either Section 5.1 hereof or Section 9.3 of the Acquisition Agreement (as determined by the Ontario Superior Court of Justice whether in a hearing for injunctive relief or otherwise), in addition to any other rights and remedies available to the Company, the Company shall have the right to immediately cease paying to Employee all amounts otherwise payable to Employee under Section 4.3.1(ii) above and no further amounts shall be payable to Employee under such Section, other than amounts which may be owed to Employee for notice and severance pay (if applicable) under the Employment Standards Act, 2000 (Ontario). Employee and Company agree that any amounts not paid as a result of a determination by the Ontario Superior Court of Justice that Employee has breached his obligations under Sections 5.1 of this Agreement or Section 9.3 of the Acquisition Agreement will be setoff against any damages owing or otherwise recoverable as a result of said breach.
4.4 Procedure upon Termination. On termination of employment regardless of the reason, Employee (or his heirs, representatives or estate as the case may be) shall promptly return to the Company all documents (including copies) and other property containing or disclosing Confidential Information, including customer lists, manuals, letters, materials, reports and records in Employees possession or control no matter from whom or in what manner acquired.
4.5 Effect of Termination on Board Membership and as an Officer. Except as otherwise agreed in writing by the Company and Employee, upon termination of Employees employment with the Company for any reason, Employee will automatically and without further action immediately be deemed to have resigned from the board of directors and as an officer of the Company and any member of the Private Group, as applicable, effective as of the Date of Termination. Employee shall also take all actions and sign any necessary documents to effect such resignations and remove his name as an authorized signatory on behalf of the Company and any member of the Private Group.