| ||(d) || |
Without Cause. The terms and conditions under the U.S. Executive Severance Guidelines (the Guidelines) will govern your entitlements upon termination without cause, with necessary modifications to ensure compliance with British Columbia law. Accordingly, the Company reserves the right to terminate your employment under this Agreement without cause, at any time, for any lawful reason other than a Change in Control, by providing you with the following:
| ||i. || |
A payment equal to twelve (12) months of your annualized Remuneration which is in effect on the date of termination; and
| ||ii. || |
Continued coverage on the companys Canadian medical, dental and prescription drug plans on the same terms as active employees during the twelve (12) month period following your termination.
Notwithstanding the above, if your termination occurs upon a Change in Control (as defined herein), or within twelve (12) months after a Change in Control, you shall also receive:
| ||iii. || |
The bonus you would have received under the Annual Incentive Plan (AIP) in effect at the time of your termination, at one times your full target payout rate for the year in which the termination occurs.
You agree and acknowledge that your entitlement described under Section 10(d)(i), (ii) and (iii) (as applicable) is conditional upon you signing a full and final release in favor of the Company on the form provided by the Company at the time of such termination (Release) and within such time period required by the Company.
The Release will, inter alia, provide for a general release of and all claims relating to your hiring by, your employment with, and the termination of your employment by the Company, and shall release the Company from all possible claims through and including the date of execution
If you fail or refuse to sign the Release, you will not be entitled to the payment described under Section 10(d)(i), (ii) and (iii) (if applicable) but instead you will be entitled to only the minimum amount of statutory notice of termination or pay in lieu of such notice (or some combination of the two), benefits coverage continuation, as is required by the British Columbia Employment Standards Act, R.S.B.C. 1996 (as amended), along with any and all other minimum entitlements upon termination which may be required by the British Columbia Employment Standards Act, R.S.B.C. 1996 (as amended), and nothing more. For clarity, in such case, you shall not be entitled to any additional amounts because of the termination of your employment, including pursuant to the common law.
For the purposes of Section 10(d)(iii) of the Agreement, Change in Control shall have the meaning set forth in the Change Healthcare Inc. US Severance Guidelines.
Since bonus or any other incentive compensation and fringe benefits or outstanding stock options, restricted stock units or other equity grants are intended to reward employees for actual contributions to the performance of the Company and foster retention of employees, they shall not form part of your termination/severance entitlements (except to the extent described above), unless
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