Amending Agreement, dated as of March 3, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between Stephen Parks and the Registrant dated as of January 4, 2008

 

3.3

At the sole discretion of the Employer, and subject to the provisions of this Section 3.3 and Section 3.4, and subject further to the Employer obtaining all requisite corporate approval therefor (including, without limitation, the approval of the Employer’s stockholders, if required), the Employer may satisfy and discharge in full its obligation under Section 3.2 to pay the Severance Balance by:  (i) issuing to the Employee stock options under the Stock Option Plan in a number equal to the quotient of (a) some percentage of the Severance Balance, which shall not exceed 50%, divided by (b) the per stock option value of such stock options, which shall be determined by the Employer using the Black-Scholes valuation method (collectively, the “Severance Stock Options”); and (ii) paying the balance of the Severance Balance to the Employee in cash.  The Severance Stock Options shall have a term of ten years commencing on the date of their grant and, other than as may be agreed to by the Employer within its sole discretion, will not become exercisable prior to the 180th day following the date of their grant.  The exercise price of the Severance Stock Options shall be determined by the Employer’s board of directors in accordance with the provisions of the Stock Option Plan and all applicable laws, regulations and rules (including, without limitation, the rules of the Toronto Stock Exchange).

 

3.4

If,  prior to the end of the Salary Continuance Period, any petition should be filed by or against the Employer for liquidation or reorganization, or should the Employer become insolvent or make an assignment for the benefit of any creditor or creditors, or should a receiver or trustee be appointed for all or any significant part of the Employer’s assets, or should the Employer consent to the winding-up, liquidation or dissolution of itself or its affairs (each, a “Bankruptcy Event”), then an amount equal to (i) the Employee’s Severance minus (ii) the aggregate net amount paid by the Employer to the Employee to the date of the Bankruptcy Event, together with the aggregate amount of deductions and withholdings withheld by the Employer, pursuant to Section 3.1, shall become due and payable, in cash, immediately to the Employee.  If a Bankruptcy Event occurs on or after March 31, 2008, then the Severance Balance shall become due and payable, in cash, immediately to the Employee.

 

3.5

The Employer hereby agrees that, in the event that any of Elias Vamvakas, Tom Reeves, Nozhat Choudry, John Cornish, Bill Dumencu, Julie Fotheringham, David Eldridge, Stephen Kilmer, Suh Kim or Stephen Westing (each, an “OLT Member”) should become entitled to receive severance pursuant to his or her executive employment agreement at any time before the Employer has paid, in full, the amount due and payable to him pursuant to Section 3.2 or 3.4, as the case may be, the Employer shall not pay any OLT Member a percentage of his or her severance entitlement (without regard to applicable deductions and withholdings) that exceeds the percentage that (i) the Salary Continuance Amount plus the aggregate amount paid to the Employee pursuant to Sections 3.2 and 3.4, together with the aggregate amount of deductions and withholdings withheld by the Employer, represents of (ii) the amount of the Employee’s Severance.  For greater certainty, for purposes of calculating such percentage in a circumstance in which the Employer has exercised its discretion pursuant to Section 3.3 and has issued Severance Stock Options, then the aggregate amount paid to the Employee pursuant to Section 3.2 shall be the sum of (i) the value of such Severance Stock Options, as determined by the Employer using the Black-Scholes valuation method, and (ii) the amount of the Severance Balance paid in cash.

 

4.2

For greater certainty, all cash amounts due and payable by the Employer to the Employee pursuant to Article 3 and this Article 4 shall be paid, net of applicable deductions and withholdings.

2.1

The Employee hereby acknowledges that:

(a)

He has had sufficient time to review and consider this Amending Agreement thoroughly;

(b)

He has read and understands the terms of this Amending Agreement and his obligations hereunder;

(c)

He has been given an opportunity to obtain independent legal advice, or such other advice as he may desire, concerning the interpretation and effect of this Amending Agreement; and

(d)

He is entering this Amending Agreement voluntarily and without any pressure from the Employer.

By:

Suh Kim

General Counsel

Signature of Witness

Stephen Parks

Name of Witness (please print)