Employment Agreement - Schneider Corp. and Douglas W. Dodds
A G R E E M E N T
BETWEEN:
SCHNEIDER CORPORATION
(the "Employer")
- and -
DOUGLAS W. DODDS
(the "Executive")
THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. Employment
1.1 The Executive agrees to continue his employment with the Employer as
President and Chief Executive Officer. The Executive agrees to perform his
duties and responsibilities faithfully and in a good and reasonable manner and
to devote his full time and attention to the business of the Employer and shall
fully disclose all relevant matters to the Employer.
1.2 The Executive acknowledges that he will acquire information about
certain matters which are confidential or secret to the Employer and/or any
entity which is an "associate" of the Employer, as defined in the
<PAGE>
Page 2
Securities Act S.O.c. S.5 ("the Securities Act"), and which information is the
exclusive property of the Employer and/or an associate (the "Confidential
Information"). The Executive undertakes not to disclose the Confidential
Information or any information which, in good faith and good conscience, ought
to be treated as confidential, to any third party either during his employment
or after, except as may be necessary in the proper discharge of the Executive's
duties, as required by law or with the prior written permission of the Employer.
The foregoing obligations shall continue for ten (10) years beyond the
termination of this Agreement.
2. Compensation and Benefits
Base Salary
2.1 The Employer shall pay the Executive, while employed, a base salary
which initially shall be: Dodds $400,000.00 per annum (the "Base Salary"). The
Base Salary is subject to annual review and is subject to the approval of the
Board of Directors of the Employer.
Annual Incentive
2.2 In addition to the Base Salary the Executive shall be entitled to
participate in the Employer's Incentive Bonus Plan or any successor bonus plan
for executive employees.
<PAGE>
Page 3
Benefits and Perquisites
2.3 The Executive shall be entitled to all perquisite programs and benefit
plans which the Employer provides to its senior executives including those
referred to in Schedule "A".
Vacation
2.4 The Executive shall be entitled, during each full year of employment,
to receive five (5) weeks' vacation with pay.
Stock Options
2.5 The Executive shall participate in the Employer's "Key Employees and
Directors Long Term Incentive Stock Option Plan", according to its terms and
subject to the Rules and Regulations of the Toronto Stock Exchange and any
applicable law. The granting of options, if any, to the Executive is within the
discretion of the Board of Directors of the Employer.
2.6 In the event of:
(a) the making of a takeover bid, as defined in the
Securities Act, for the securities of the Employer; or
<PAGE>
Page 4
(b) the giving of notice of the termination of the employment of
the Executive for other than just cause as hereinafter
provided for in paragraph 4.3; or
(c) the giving of notice of the resignation of the Executive
consequent on a Change in Control as hereinafter provided for
in paragraph 4.6;
then subject to necessary corporate and regulatory approvals to be obtained, all
options shall vest and become exercisable immediately. In the case of the event
specified in paragraph 2.6 (a), however, the option shall only be exercised in
the event of a successful takeover bid and, in the event the takeover bid fails,
the rights of the Executive shall be the same as if the takeover bid had not
been made. In the case of the event specified in paragraph 2.6 (a), subject to
the takeover bid being successful, the options must be exercised within three
(3) months after the effective date of the takeover and otherwise options must
be exercised in accordance with the terms of the Key Employees and Directors
Long Term Incentive Stock Option Plan. In the case of the event in paragraph 2.6
(a), subject to the takeover bid being successful, or if one of the events in
paragraph 2.6 (b) or (c) occur, and if for any reason the corporate and
regulatory approvals are not obtained, or for any other reason the options do
not, as set out above, vest and become exercisable immediately or if the
Employer fails to respond forthwith to a written request by the Executive to
exercise such options, the Employer shall forthwith pay the Executive an amount
equal to the difference between the market value of the shares subject to
options that did not vest or were not exercisable and the option price. "Market
<PAGE>
Page 5
value of shares" means for the occurrence of the event in paragraph 2.6 (a) the
highest successful takeover bid and for the occurrence of the events in
paragraphs 2.6 (b) and (c) the weighted average price of Schneider Corporation
Class A Non-Voting shares (Trading Symbol SCD.A) traded on the Toronto Stock
Exchange during the fifty trading days immediately prior to the date of the
occurrence of the event set out above in paragraphs 2.6 (b) or (c).
3. Pension Benefit
3.1 The Executive shall participate in the Employer's registered pension
plan ("RPP") and the supplementary executive retirement plan ("SERP") according
to their terms, provided, however, that regardless of whether the Executive has
attained age fifty-five (55) the rights of the Executive under the SERP shall
vest if his employment with the Employer is terminated for other than just cause
or ends by reason of the resignation of the Executive consequent upon a Change
in Control as herein defined, or is deemed to be ended under paragraph 4.10.
3.2 In the event employment ends as provided in paragraph 3.1 the
actuarial reduction, if any, shall be calculated from age sixty (60) to such
younger age in excess of age fifty-four (54) as the Executive may elect to begin
receiving his pension and not from age sixty-five (65) as otherwise stipulated
in the SERP and in the RPP.
3.3 In calculating the credited service of the Executive under the RPP, a
period of service equal to the Termination Period, or twelve (12)
<PAGE>
Page 6
months in the event employment is ended and payment made under paragraph 4.10,
shall be added to the credited service otherwise determined for the purpose of
determining the Executive's pension benefit under the RPP. In no event shall
credited service exceed the maximum permitted under the RPP.
3.4 In calculating the Executive Service of the Executive under the SERP,
a period of service equal to the Termination Period, or twelve (12) months in
the event employment is ended and payment made under paragraph 4.10, shall be
added to the Executive Service otherwise determined for the purpose of
determining the Executive's pension benefit under the SERP. In no event shall
credited service exceed the maximum permitted under the SERP.
3.5 In calculating the pensionable earnings of the Executive for the
purpose of the RPP and the SERP any payment to the Executive in respect of the
Termination Period shall be recognized as pensionable earnings earned in equal
monthly amounts over the Termination Period and any payment to the Executive
under paragraph 4.10 shall be recognized as pensionable earnings earned in equal
monthly amounts over the twelve (12) month period after employment is deemed to
be ended.
3.6 In the event that the Executive is terminated for other than just
cause under paragraph 4.3, or resigns consequent on a change in control under
paragraph 4.6, or his employment is deemed to be ended under paragraph 4.10 then
the Executive shall not be entitled to commence receiving pension benefits under
either the RPP or SERP until the end of the
<PAGE>
Page 7
Termination Period applicable to the termination or resignation or twelve (12)
months have elapsed from the date employment is deemed to be ended under
paragraph 4.10. In this regard the Executive, therefore, agrees that if contrary
to the foregoing the Executive receives any pension benefits from the Employer
for the Termination Period, or within twelve (12) months of the date employment
is deemed to be ended under paragraph 4.10 then the Executive shall be obliged
to repay the Employer as a partial repayment of the lump sum paid to the
Executive, an amount equal to the amount of pension benefits received from the
Employer during the applicable period.
4. Termination of Employment or Disability
4.1 The parties understand and agree that this Agreement may be terminated
by the Executive, at any time and for any reason, on the giving of six (6)
months' written notice to the Employer. In any event, the Executive shall
provide the Employer with twelve (12) months' written notice in the event that
the Executive intends to retire prior to age sixty-five (65).
4.2 The parties understand and agree that this Agreement may be terminated
at any time by the Employer for just cause without any notice or pay in lieu
thereof.
4.3 The parties understand and agree that this Agreement may be terminated
at any time by the Employer, for other than just cause, and in that event the
Employer shall pay to the Executive in a lump sum an amount equal to the
Executive's "Base Plus Bonus" multiplied by the number of
<PAGE>
Page 8
months in the "Termination Period". The "Base Plus Bonus" is defined as the
total of:
(i) the Executive's Base Salary, per annum, as of the date of
termination; and
(ii) the average of the bonuses the Executive received, if any, during
the three (3) completed fiscal years immediately preceding the year
of the Executive's termination from employment or, if the Executive
has been employed for less than three (3) completed fiscal years,
then, the average of the bonuses received by the Executive, for the
completed fiscal years preceding the year of his termination from
employment;
both divided by twelve.
The "Termination Period" is defined as the lesser of:
(i) Thirty-six (36) months in the event notice of termination is
given to the Executive within two (2) years of the effective
date of a Change in Control, as hereinafter defined, or
thirty (30) months otherwise; and
(ii) the number of months from the date of termination of
employment to the Normal Retirement Date. Partial months
aggregating thirty (30) or more days shall be counted as one
month.
<PAGE>
Page 9
For the purpose of this Agreement, Normal Retirement Date means the first day of
the month coincident with, or next following, the attainment by the Executive of
age sixty-five (65).
4.4 In the event that the Executive's employment ends, other than by
reason of a termination for just cause or resignation other than consequent on a
change in control, on a date that is not coincident with the fiscal year end of
the Employer, the Employer shall pay to the Executive a "stub period bonus"
being an amount equal to the lesser of:
(i) the Executive's target bonus, under the Incentive Bonus Plan
or any successor plan, for the fiscal year during which
active employment ends; and
(ii) the average of the bonuses the Executive has received, if
any, during the three (3) completed fiscal years immediately
preceding the year in which the Executive's employment ends
or, if the Executive has been employed for less than three
(3) completed fiscal years, then, the average of the bonuses
received by the Executive, for the completed fiscal years
preceding the year in which his employment ends.
multiplied by the number of days from the last completed fiscal year end to the
last day of employment divided by three hundred and sixty-five (365). For the
purposes of calculating the "stub period bonus" employment ends after six (6)
consecutive months of disability.
<PAGE>
Page 10
4.5 The Employer shall be deemed to have terminated the Executive for
other than just cause, and paragraph 4.3 above shall be applicable, in the event
that:
(a) The Employer changes the Executive's duties inconsistent with the
Executive's skills, position, duties, responsibilities or status with
the Employer at the date hereof or the Employer effects a downward
change in the Executive's Base Salary, reporting responsibilities or
principal position as in effect at the date hereof or the Executive is
removed from such principal position or such principal position is
eliminated, except in connection with the termination of the
Executive's employment for just cause, permanent disability,
retirement or as a result of his death; or
(b) The Employer fails in a material respect to continue, or to act to
avoid any material adverse change in the terms or achievable results
under, the Incentive Bonus Plan and Stock Option Plan in which the
Executive is now entitled to participate on such terms as the
Executive participates on the date hereof or as the same may be
modified from time to time but substantially in the form currently in
effect or the Employer fails to continue the Executive as a
participant in such plans on substantially the same basis as the
Executive now participates; or
<PAGE>
Page 11
(c) The Employer fails in a material respect to continue in effect any
other compensation or benefit which is presently provided to the
Executive, or plans or policies providing the Executive with
substantially similar benefits as specified in paragraphs 4.5 (a) and
(b) hereof, and on no less favourable terms than those which currently
apply or the taking of any action by the Employer which would
adversely affect participation in or materially reduce the Executive's
benefits under any of such plans or deprive the Executive of any
material fringe benefit, amenity or perquisite enjoyed by the
Executive on the date hereof; or
(d) There arise circumstances which amount in law to a constructive
termination of the Executive's employment.
In determining whether an event as described in paragraphs 4.5 (a), (b), (c) or
(d) has occurred there shall be taken into account any corresponding or
concurrent positive change in compensation and benefits made by the Employer. An
adverse change to compensation, that applies to all executives of the Employer,
and to those executives, if any, of its affiliates having executive
responsibility for the Employer, and is reasonably necessary having regard to
economic conditions which have arisen at the time the event described in
paragraphs 4.5(a), (b), (c) or (d) occurs is not an event amounting to a deemed
termination. There shall not, however, be a deemed termination under this
paragraph unless:
<PAGE>
Page 12
(i) the Executive, within three (3) months of receipt of written
notice from the Employer specifically referring to paragraph
4.5 of this Agreement containing particulars of; and the
effective date of; the event described in paragraphs 4.5(a),
(b), (c) or (d), provides the Employer with an objection in
writing to the event or the Executive otherwise provides the
Employer with an objection in writing to the event; and
(ii) the Employer does not act within one (1) month of such
objection in writing to rescind or otherwise avoid the
occurrence or continuation of any of the events objected to.
Failure to object to an event described in paragraphs 4.5(a),
(b), (c) or (d) shall not, however, preclude the Executive
from reliance on such event if the Executive objects to a
subsequent event or events in accordance with this paragraph.
4.6 The parties understand and agree that in the event of a Change in
Control, the Executive may elect, during the two (2) year period immediately
following the date of the Change in Control, to resign from his employment with
the Employer upon three (3) months written notice, in which event:
(a) the Employer shall pay to the Executive in a lump sum an amount
equal to the amount which the Executive would otherwise have been
entitled to in the event of a for other than
<PAGE>
Page 13
just cause termination under paragraph 4.3 above except that in the
event of a resignation consequent on a Change in Control the
"Termination Period" is defined as the lesser of:
(i) thirty (30) months; and
(ii) the number of months from the effective date of the
Executive's resignation to the Normal Retirement Date.
Partial months aggregating thirty (30) or more days shall be
counted as one month.
4.7 "Change in Control" shall mean the occurrence, after the date hereof;
of:
(i) the acquisition of voting shares (as hereinafter defined) of the
Employer and/or securities ("Convertible Securities") convertible
into, exchangeable for or representing the right to acquire voting
shares of the Employer, as a result of which a person, group of
persons or persons acting jointly orin concert, or persons
associated or affiliated within the meaning of the Securities Act
(Ontario) with any such person, group of persons or any of such
persons acting jointly or in concert (collectively "Acquirors"),
beneficially own voting shares of the Employer and/or Convertible
Securities such that, assuming the conversion, exchange or
exercise of Convertible Securities beneficially owned by the
Acquirors, the Acquirors would beneficially own voting
<PAGE>
Page 14
shares of the Employer that would entitle the holders thereof to
cast more than 50% of the votes attaching to all voting shares in
the capital of the Employer that may be cast to elect directors of
the Employer. For the purposes of this paragraph 4.7, "voting
share" means a share of any class of shares of the Employer
carrying voting rights under all circumstances or by reason of an
event that has occurred and is continuing or by reason of a
condition that has been fulfilled; or
(ii) the acquisition by Acquirors of any direct or indirect influence
that, if exercised, would result in control in fact of the
Employer; or
(iii) the sale, lease or exchange of all or substantially all the
property of the Employer other than in the ordinary course of
business;
Provided, however, that transfers, acquisitions, sales or amalgamations among
corporations, persons or legal entities that are associates of the Employer as
defined in the Securities Act shall not result in a "Change of Control".
4.8 The parties understand and agree that Long Term Disability Benefits
coverage under the Employer's plans shall cease immediately upon the effective
date of the Executive's resignation from or termination of employment. Benefits
as described in Schedule "A", including the
<PAGE>
Page 15
Executive's automobile benefit (including lease costs, insurance, operating
costs and applicable taxes) and its related tax treatment, shall continue during
the period of notice of resignation given by the Executive or during the
applicable Termination Period following the last day of employment in the event
of a termination other than for just cause or a resignation consequent on a
Change in Control as herein provided, as the case may be, but each particular
benefit shall cease on the earliest of:
(a) the day the Executive's resignation becomes effective in the
case of a resignation not consequent on a Change in Control;
(b) the day the Executive becomes re-employed and eligible and
entitled to receive the particular benefit with the equivalent or
better coverage; and
(c) the last day of the applicable Termination Period.
4.9 The Employer is entitled at any time after termination to require that
the lease, insurance and other rights and obligations respecting the automobile
used by the Executive be transferred to the Executive, and the Executive will
consent to such transfer. The transfer of the lease does not, however, relieve
the obligation of the Employer to continue to make lease and other payments as
part of the continuation of the automobile benefit as provided in paragraph 4.8.
4.10 In the event that the Executive is disabled from performing the duties
and responsibilities of his position for six (6) consecutive months
<PAGE>
Page 16
and the Employer, acting reasonably and in good faith, decides that it is
unlikely that the Executive will be able to perform the duties and
responsibilities of his position for a total of twelve (12) consecutive months
or more, then the Employer may permanently fill the position of the Executive.
In that event, however, the Executive will continue to have the status of an
employee. In the event that the Executive is thereafter able to resume his
employment, and the Executive and the Employer are able to agree on an
appropriate position and terms and conditions of employment, then employment
shall continue on such terms and conditions. In the event that the Executive and
the Employer are not able to agree on terms and conditions of continuing
employment then the parties agree that the employment of the Executive, is
deemed to be ended upon notice given by either the Employer or Employee to the
other. In that event, the Employer shall pay to the Executive twelve (12) months
of his Base Salary in lieu of any payment under paragraphs 4.3 or 4.6 of this
Agreement or under the Employment Standards Act as specified in paragraph 4.11
of this Agreement. No amount is payable, however, unless and until the Executive
ceases to receive disability benefits and the calculation is done if and when
the right to payment arises and the Executive shall not commence receiving
pension benefits under the RPP or SERP until the number of months in respect of
which the Executive has received payment has elapsed, notwithstanding any
vesting of the SERP under paragraph 3.1 or anything to the contrary in paragraph
3.6.
4.11 The Executive acknowledges and agrees that the consideration contained
in this Agreement is inclusive of any and all compensation, payments, notice,
pay in lieu of notice or severance payments
<PAGE>
Page 17
to which the Executive may be entitled under the Employment Standards Act, any
other applicable legislation, or otherwise. The Executive and the Employer
further acknowledge and agree that the consideration herein is fair and
reasonable. The Executive agrees that upon any termination of the Executive's
employment by the Employer, or upon the resignation by the Executive following a
Change in Control, he shall have no cause of action, claim or demand against the
Employer or any other person as a consequence of such termination or
resignation, the Executive hereby releasing and discharging the Employer from
any and all liability related to the termination or resignation of his
employment other than for his entitlement as herein set out.
5. Resignation from Boards of Directors
5.1 The Executive agrees that on his resignation from employment, whether
following a Change in Control or otherwise, or on his termination of employment,
irrespective of the time, manner or cause, he shall immediately offer to resign
all offices held, including directorships, in the Employer, or any other entity
related to the Employer and the Executive shall not be entitled to receive any
additional severance payment or compensation for loss of office or otherwise
upon an accepted resignation.
6. Employer's Property
6.1 The Executive acknowledges that all items of any and every nature or
kind created or used by the Executive pursuant to the Executive's employment
under this Agreement, or furnished by the Employer to the
<PAGE>
Page 18
Executive, and all equipment, credit cards, books, records, reports, files,
manuals, literature, Confidential Information or other materials shall remain
and be considered the exclusive property of the Employer at all times and shall
be surrendered to the Employer, in good condition, promptly on the termination
of the Executive's employment irrespective of the time, manner or cause of the
termination, or on the Executive's resignation from employment.
7. Restrictive Covenant
7.1 In the event that:
(a) the Executive is terminated for other than just cause, except pursuant
to paragraph 7.1(b), then until the day that is thirty (30) months
after the date of termination; or
(b) the Executive is terminated for other than just cause within the two
(2) year period immediately following the date of a Change in Control,
then until the day that is three (3) months after the effective date
of termination; or
(c) the Executive resigns consequent on a Change in Control then until the
day that is thirty (30) months after the effective date of
resignation; or
(d) the Executive resigns and is entitled to commence receiving pension
benefits under the Employer's registered pension
<PAGE>
Page 19
plan and/or the SERP, then until the day that is twenty-four (24)
months after the effective date of resignation;
the Executive shall not directly or indirectly, as principal, agent,
shareholder, partner, employee, independent contractor, consultant or otherwise
engage in, assist or be interested in or connected with a Named Competitor.
7.2 The Named Competitors are: Maple Leaf Foods Inc., Bums Foods (1985)
Limited, Gainers Inc., Pillers Sausages & Delicatessens Ltd., Intercontinental
Packers Limited (includes Mitchell's Gourmet Foods), Maple Lodge Farms, Cuddy
Food Products, Quality Meat Packers Ltd., Sara Lee Corp., Phillip Morris
Companies Inc. (including Oscar Mayer), ConAgra, Inc., Geo. A. Hormel & Company,
Tyson Foods Inc. and their associates as defined in the Securities Act and any
successors to the Named Competitors and their associates.
8. Arbitration
8.1 Any dispute between the parties hereto, whether arising during the
period of this Agreement or at any time thereafter which relates to the
validity, construction, meaning, performance or effect of this Agreement or the
rights and liabilities of the parties hereto or any matter arising out of or
connected with this Agreement shall be subject to arbitration pursuant to the
Arbitration Act, 1991 (Ontario) ("the Act") as it may be amended from time to
time and shall not be the subject of any Court action or other claim or
proceeding.
<PAGE>
Page 20
8.2 The party desiring arbitration shall nominate one (1) arbitrator and
shall notify the other party hereto of such nomination. Such notice shall set
forth a brief description of the matter submitted for arbitration and, if
appropriate, the paragraph hereof pursuant to which such matter is so submitted.
Such other party shall within ten (10) days after receiving such notice nominate
an arbitrator and the two (2) arbitrators shall select a Chair of the arbitral
tribunal to act jointly with them. If said arbitrators shall be unable to agree
in the selection of such Chair, the Ontario Court (General Division) shall
appoint such Chair as provided in the Act. Each party shall, at the time of
appointing an arbitrator, deliver on a without prejudice basis to the other
party a written and comprehensive offer to settle.
8.3 The arbitration shall take place in the Municipality of Metropolitan
Toronto or such other place as the Executive and the Employer may agree. The
decision of the arbitrators and Chair or of any two (2) of them in writing shall
be binding upon the parties both in respect of procedure and the conduct of the
parties during the proceedings and the final determination of the issues
therein. Said arbitrators and Chair shall, after hearing any evidence and
representations that the parties may submit, make their decision and reduce the
same to writing and deliver one (1) copy thereof to each of the parties hereto.
8.4 If the party hereto receiving the notice of the nomination of an
arbitrator by the party desiring arbitration fails to nominate an arbitrator,
then the Ontario Court (General Division) shall appoint such Arbitrator as
provided in the Act.
<PAGE>
Page 21
8.5 If a dispute is referred to Arbitration by either party then the
Employer shall pay the costs of the Arbitration and all legal and expert fees
and disbursements of the Executive as such costs are incurred.
8.6 If the Employer achieves substantial success in the Arbitration the
arbitrators and Chair shall require that the Executive reimburse the Employer
for any legal and expert fees and disbursements initially incurred by the
Executive and paid by the Employer under paragraph 8.5 hereof. The arbitrators
and Chair shall determine what constitutes substantial success and the
appropriate amount of costs to be paid or reimbursed by the Executive taking
into account such factors as they deem appropriate including all offers to
settle. Apart from this the arbitrators and Chair have no authority with respect
to costs.
8.7 Notwithstanding the foregoing, any arbitration may be carried out by a
single arbitrator if the parties hereto so agree, in which event the provisions
of this paragraph shall apply, mutatis mutandis.
9. Assignment of Rights
9.1 The rights, which accrue to the Employer under this Agreement shall
pass to and be binding upon its successors or assigns. The rights of the
Executive under this Agreement are not assignable or transferable in any manner,
except as otherwise provided herein.
9.2 The Executive agrees to assign his life insurance policy referred to
in Schedule "A" hereof to the Employer as security for the
<PAGE>
Page 22
indebtedness of the Executive under the Share Purchase Plan of the Employer, and
any other indebtedness to the Employer, in the event that at any time the market
value of the stock pledged by the Executive as security for his loan under the
Share Purchase Plan is less than 125% of the outstanding amount of the loan. For
the purpose of greater certainty the existing and outstanding rights and
obligations of the parties under the Share Purchase Plan continue according to
its terms.
10. Notices
10.1 Any notice required or permitted to be given to the Executive shall be
sufficiently given if delivered to the Executive personally or if mailed by
ordinary and registered mail to the Executive's address last known to the
Employer service shall be effective on the fifth day after mailing.
10.2 Any notice required or permitted to be given to the Employer shall be
sufficiently given if delivered or mailed by ordinary and registered mail to the
Employer's head office and shall be effective on the fifth day after mailing.
11. Severability
11.1 In the event that any paragraph, provision or part of this Agreement
shall be deemed void or invalid the remaining paragraphs, provisions or parts
shall be and remain in full force and effect.
<PAGE>
Page 23
12. Agreement
12.1 This Agreement constitutes the entire Agreement between the parties
with respect to the employment of the Executive and, excepting the Executive's
fiduciary and other common law duties and obligations which shall survive and
shall continue beyond the termination of this Agreement, any and all previous
agreements, written or oral, express or implied, between the parties or on their
behalf; relating to the employment of the Executive by the Employer are
terminated and cancelled and are of no further force or effect.
13. Modification of Agreement
13.1 Any modification to this Agreement must be in writing and signed by
the parties or it shall have no effect and shall be void. Any failure to
enforce, or waiver of; rights under this Agreement by either party shall not
operate as a waiver or otherwise estop or impair the ability of such party to
thereafter rely upon the strict rights in this Agreement, except as otherwise
provided in this Agreement.
14. Headings
14.1 The headings used in this Agreement are for convenience only and are
not to be construed in any way as additions to or limitations of the covenants
and agreements contained herein.
<PAGE>
Page 24
15. Copy of Agreement
15.1 The Executive hereby acknowledges receiving a copy of this Agreement
duly executed on behalf of the Employer and confirms that he has had the
opportunity to review its terms and that he fully understands that he has
received independent legal advice in respect thereof from John R. Sproat, Miller
Thomson, Barristers and Solicitors, Toronto.
16. Governing Law
16.1 This Agreement shall be construed in accordance with the laws of the
Province of Ontario.
IN WITNESS WHEREOF this Agreement has been
executed by the parties to it, this 27th day of March, 1996.
SIGNED, SEALED AND )
DELIVERED in the presence of )
)
)
)
(signed) ) (signed)
Witness ) DOUGLAS W. DODDS
SCHNEIDER CORPORATION
Per:
(signed)
Herbert J. Schneider - Chairman
(signed)
F. P. Schneider -Vice Chairman
<PAGE>
AMENDING AGREEMENT
BETWEEN:
SCHNEIDER CORPORATION
(the "Employer")
- and -
DOUGLAS W. DODDS
(the "Executive)
WHEREAS the parties entered into a retention agreement on March 27, 1996 (the
"Original Agreement");
AND WHEREAS the parties desire to amend certain provisions of the Original
Agreement so that the Executive will not be distracted from the business of the
Employer in the context of a Change in Control (as hereinafter defined)
transaction and will not act otherwise than in the best interests of the
Corporation in connection therewith;
THEREFORE, in consideration of the sum of $1.00 paid by each party to the other,
the receipt and sufficiency whercof is hereby acknowledged,
THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. Paragraph 4.5 of the Original Agreement is amended by deleting the following:
"An adverse change to compensation, that applies to all executives of the
Employer, and to those executives, if any, of its affiliates having
executive responsibility for the Employer, and is reasonably necessary
having regard to economic conditions which have arisen at the time the
event described in paragraphs 4.5 (a), (b), (c) or (d) occurs is not an
event amounting to a deemed termination."
<PAGE>
- 2 -
2. Paragraph 8.1 of the Original Agreement is amended by adding the following
at the end thereof:
"As used herein, the word "Agreement" shall include any written amendments
hereto signed by both parties."
3. The words "change of control", "change in control", "Change of Control" or
similar words, shall be deemed to mean "Change in Control" wherever they
appear in the Original Agreement, including without limitation the
schedules thereto.
4. All other provisions of the Original Agreement remain in full force and
effect.
IN WITNESS WHEREOF the parties have executed this amending
agreement under seal this 14th day of November, 1997.
SIGNED, SEALED AND )
DELIVERED in the presence of )
)
)
)
(signed) ) (signed)
Witness ) DOUGLAS W. DODDS
)
SCHNEIDER CORPORATION
Per: (signed)
E. N. Schneider
Vice President, Secretary and. General
Counsel
(signed)
H.W. Sloan, Chairman
Compensation and Human Resources Commiteee
<PAGE>
AMENDING AGREEMENT NO. 2
BETWEEN
SCHNEIDER CORPORATION
(the "Employer")
- and -
DOUGLAS W. DODDS
(the "Executive")
WHEREAS the parties entered into an agreement on March 27, 1996 (the "Original
Agreement");
AND WHEREAS the parties entered into an amending agreement dated November 14,
1997 (the "First Amending Agreement");
AND WHEREAS the parties desire to clarify and further amend certain provisions
of the Original Agreement as amended by the First Amending Agreement;
THEREFORE, in consideration of the sum of $1.00 paid by each party to the other,
the receipt and sufficiency of which is hereby acknowledged;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Paragraph 3.1 of the Original Agreement shall be and is hereby deleted
and the following provision shall be and is hereby substituted therefor:
"3.1 The Executive shall participate in, and shall be entitled to receive
all of the benefits to be derived from, the Employer's registered
pension plan (the "RPP") and the Employer's Supplementary Executive
Retirement Plan (the "SERP"), a copy of which SERP is annexed hereto
as Schedule "B" and which is referred to therein as The Supplemental
Retirement Program for Designated Executives of Schneider
Corporation, in accordance with their terms. The Employer shall
promptly provide
<PAGE>
- 2 -
an Instruction or Instructions to the Trustee under the Trust
Agreement dated August 1, 1992 between the Employer and The Canada
Trust Company in order to give full effect to the Executive's rights
and entitlements herein. Provided, however, that irrespective of
whether the Executive has attained the age of fifty-five (55) years,
the rights of the Executive under the SERP shall vest if his
employment with the Employer is, or is deemed to be, terminated for
other than just cause or ends by reason of the resignation of the
Executive consequent upon a Change in Control as defined in
paragraph 4.7 hereof or is deemed to be ended pursuant to paragraph
4.10 hereof. Notwithstanding any provision to the contrary in this
Agreement or any amendment hereto, in the RPP or in the SERP annexed
as Schedule "B", including but not limited to paragraph 12 of the
SERP, any amendment to the SERP of any kind or nature whatsoever
affecting the Executive or any termination thereof affecting the
Executive shall be deemed to be an event described in paragraph 4.5
hereof. For greater certainty, the result of any such event shall
be:
(i) the rights and entitlements of the Executive under the SERP as
it existed immediately prior to such amendment or termination
shall immediately vest irrespective of whether the Executive
has attained the age of fifty-five (55) years;
(ii) the Employer shall be deemed to have terminated the Executive
for other than just cause; and
(iii) paragraphs 3.1, 4.3, 4.4, 4.8, 4.9, 4.12, 5.1, 7.1, 7.2, 8.1,
8.2, 8.3, 8.4, 8.5, 8.6 and 8.7 hereof shall be applicable."
2. After paragraph 3.6 of the Original Agreement the following provision
shall be and is hereby added:
"3.7 All of the Employer's obligations in relation to the SERP, including
but not limited to its obligation to fund the SERP and to give an
Instruction or Instructions to the Trustee pursuant to the
provisions of the SERP and the Trust Agreement between the Employer
and The Canada Trust Company dated August 1, 1992, shall be
<PAGE>
-3-
enforceable by the Executive, if necessary, by any and all legal
means, and the remedies available to the Executive shall not be
limited and shall include a mandatory order or orders from any court
or tribunal of competent jurisdiction or any arbitration panel
contemplated under this Agreement."
3. Paragraph 4.1 of the Original Agreement shall be and is hereby amended
by deleting in the third line thereof the words "six (6)" and substituting
therefor the words "three (3)".
4. Paragraph 4.4 of the Original Agreement shall be and is hereby amended
by deleting in the second and third lines thereof the words "other than
consequent on a change in control" and substituting therefor the words "(except
for resignation of the Executive consequent upon a Change in Control)".
5. Paragraph 4.5 of the Original Agreement as amended shall be and is
hereby amended by:
(i) deleting in the second line thereof the words "paragraph 4.3
above" and substituting therefor the words "paragraphs 3.1,
4.3, 4.4, 4.8, 4.9, 4.12, 5.1, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4,
8.5, 8.6 and 8.7 hereof';
(ii) inserting in the fourth line of paragraph 4.5 (a), after the
words "the Executive's Base Salary", the words "from the
Executive's Base Salary in effect immediately before the
effective date of such downward change"; and
(iii) deleting the last sentence of paragraph 4.5 beginning with the
words "There shall not, however, be a deemed termination under
this paragraph unless:"and ending with the words "in
accordance with this paragraph".
6. Paragraph 4.10 of the Original Agreement shall be and is hereby amended
by deleting in the fourteenth line the words "Executive, is deemed to be ended
upon notice" and substituting therefor the words "Executive shall be deemed to
be ended upon written notice" and by deleting the last sentence and substituting
therefor the following:
"No amount is payable, however, unless and until the Executive
ceases to receive disability benefits and the calculation of the
amount payable hereunder may
<PAGE>
- 4 -
reasonably be done. Furthermore, the Executive shall not commence
receiving pension benefits under the RPP or SERP until the number of
months in respect of which the Executive is receiving payments of
base salary pursuant to this paragraph 4.10 has elapsed,
notwithstanding any vesting of the SERP under paragraph 3.1 or
anything to the contrary in paragraph 3.6."
7. After paragraph 4.11 of the Original Agreement the following provision
shall be and is hereby added:
"4.12 For greater certainty, notwithstanding the termination for any
reason of the Executive's employment or this Agreement, the
Executive's and the Employer's respective rights and obligations
under this Agreement consequent upon a termination of the
Executive's employment or this Agreement shall survive and shall
continue in full force and effect."
IN WITNESS WHEREOF the parties have executed this Amending Agreement No. 2 under
seal this 20th day of July, 1998.
SIGNED, SEALED AND )
DELIVERED in the presence of )
)
)
(signed) ) (signed)
Witness ) DOUGLAS W. DODDS
SCHNEIDER CORPORATION
Per:
(signed)
Eric N. Schneider, Vice President,
Secretary and General Counsel
(signed)
Hugh W. Sloan, Chairman,
Compensation and Human Resources Committee
<PAGE>
-----------------------------------------------------------
Schneider Corporation
-----------------------------------------------------------
November 17, 1998
PRIVATE & CONFIDENTIAL
Mr. Douglas W. Dodds
Chairman and Chief Executive Officer
Schneider Corporation
321 Courtland Avenue East, Box 130
Kitchener, Ontario N2G 3X8
Dear Doug:
Re: Employment Agreement
I am enclosing the following documents:
1. Certified true copy of March 27, 1996 Employment Agreement between you
and Schneider Corporation.
2. Certified true copy of Amending Agreement dated November 14, 1997.
3. Original of September 11, 1998 opinion letter from Lax O'Sullivan Cronk,
solicitors retained to give independent legal advice to the executives,
which has attached to it as a schedule a copy of the July 20, 1998
Amending Agreement No. 2 which has been certified as a true copy.
4. Original of November 17, 1998 opinion letter from Lax O'Sullivan Cronk,
solicitors retained to give independent legal advice to the executives.
5. Office consolidation of your Employment Agreement prepared by McDonald &
Hayden, the Corporation's solicitors with respect to executive
employment matters.
In addition to providing you with a complete set of certified copies of your
Employment Agreement, the purpose of this letter is to dispel any possible
ambiguity in the interpretation of certain provisions of your Employment
Agreement and to make certain other changes to it that we have discussed by
making the following amendments thereto.
1. Section 4.1 of the Employment Agreement as amended by Amending Agreement
No. 2 is amended by deleting the second sentence thereof.
<PAGE>
- 2 -
2. Paragraph A) of Schedule A of the Employment Agreement is amended by
deleting on the first page thereof the words "0 the amount required to satisfy'
the Registered Compensation Arrangement (RCA)". (This amendment is intended to
ensure that the calculation of your life insurance and accidental death
insurance is not referable in any way to the Registered Compensation
Arrangement.)
3. (a) Section 4.5 (a) of the Employment Agreement as amended by Amending
Agreement No. 2 is amended by: deleting in the third line thereof the words "at
the date hereof' and substituting therefor the words "on the date immediately
before the effective date of such change"; and deleting beginning in the fifth
line thereof the words "at the date hereof' and substituting therefor the words
"on the date immediately before the effective date of such downward change".
(b) Section 4.5 (b) of the Employment Agreement is amended by: deleting
in the fourth and tenth lines thereof the word "now"; deleting in the
sixth line thereof the word "hereof' and substituting therefor the words
"immediately prior to such discontinuation or change"; deleting in the
seventh line thereof the word "currently"; inserting after the word
"effect" on the seventh line thereof the words "on the date immediately
prior to such modification"; and inserting after the word "participates"
on the tenth line thereof the words "on the date immediately prior to
such discontinuation".
(c) Section 4.5 (c) of the Employment Agreement is amended by deleting in
the second line thereof the word "presently"; inserting in the third line
thereof after the words "to the Executive" the words "on the date
immediately prior to such discontinuation"; deleting in the sixth line
thereof the word "currently"; inserting in the sixth line thereof after
the word "apply" the words "on the date immediately prior to such
discontinuation or change"; and deleting in the last line thereof the
word "hereof' and substituting therefor the words "immediately prior to
the change effected by such action".
(These amendments are intended to confirm and ensure that the appropriate point
of comparison for a deemed termination event as set out in section 4.5 of your
Employment Agreement is the point immediately prior to the event in question,
not the date of inception ofyour Employment Agreement which happened to be March
27, 1996.)
4. The Corporation will give you notice in writing immediately upon the
occurrence of a "Change in Control" event as described in section 4.7 of your
Employment Agreement.
5. If you decide to resign consequent upon a "Change in Control" as
provided for in section 4.6 of your Employment Agreement, you must provide your
written notice to the Corporation within 21 months of the effective date of the
"Change in Control". The effective date of your
<PAGE>
- 3 -
resignation stated in such notice must be 3 months from the date the notice is
given. In the event that you are retiring and are doing so by electing to resign
consequent upon a "Change in Control", the effective date for the commencement
of your retirement entitlements and benefits, at your option, can be any date
between your 55~ and 65k" birthdays, provided that such date not occur before
the end of your "Termination Period" as determined by section 4.6 of your
Employment Agreement.
6. Section 4.7 of the Employment Agreement is amended by deleting in the
first and second lines thereof the words "the date hereof' and substituting
therefor the words "March 27, 1996".
7. Section 3.3 of the Employment Agreement is amended by adding thereto
after the last sentence thereof the following sentence: "For the purpose of
determining whether the age and years of Continuous Service of the Executive
adds up to eighty-five (85) in the last sentence of section 8.03 of the RPP, the
Executive's age at the date he leaves active employment with the Corporation
shall be deemed to be his age at the end of the Termination Period, or twelve
(12) months from the date his employment is ended in the event it is ended and
payment made under paragraph 4.10."
Please confirm your agreement with the amendments to your Employment Agreement
set forth above by signing both copies of this letter and returning one copy to
the Corporation.
Sincerely,
SCHNEIDER CORPORATION
(signed)
Gerald A. Hooper
Vice President and Chief Financial Officer
I agree to and accept the above this 17th day of November, 1998.
(signed)
Douglas W. Dodds