All the text on Paul Hill/John Rim terminationThere is one big question...why is this being raised now and not in December. The doc is 10-Mar-2021 (https://sedar.com/GetFile.do?lang=EN&docClass=10&issuerNo=00009395&issuerType=03&projectNo=03189682&docId=4913304)
Pursuant to Mr. Hill’s employment agreement, if his employment were terminated without cause (including by constructive dismissal), Mr. Hill would be entitled to payment of $1,000,000 as a lump sum plus a pro rata portion of Mr. Hill’s target at-risk annual incentive cash bonus to the date of termination, with all awards under the Equity Plan held by Mr. Hill at such termination treated as required under the terms of the Equity Plan.
In addition to certain other covenants made by each Named Executive Officer, upon any termination of employment, each Named Executive Officer has also agreed to: (a) not reveal any of Quarterhill’s confidential information following such termination; (b) not, directly or indirectly, induce any employee of Quarterhill to leave the employ of Quarterhill for 2 years (1 year for Mr. Cortens) following such termination; (c) be available following such termination to assist with the orderly transition of their roles, duties and responsibilities with us to their successor(s); (d) cooperate with us in any litigation following termination; and (e) for Messrs. Cortens and Malhotra, not compete with the business of International Road Dynamics Inc. for 1 year following such termination. Further, each of Messrs. Hill, Rim and Malhotra have agreed not to work in any way, directly or indirectly, against Quarterhill or any of our subsidiaries in any negotiations or litigation for an indefinite time following their respective termination of employment.
If an Eligible Participant’s employment is terminated and that Eligible Participant is entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law, then: (a) they may exercise their Options that were vested at the date of such termination prior to the earlier of the date that is 90 days following such termination and the date on which such Options expire; (b) a pro-rated portion of any unvested Share RSUs will immediately vest based on the number that would have vested on the next expected vesting date; (c) all other Awards will be forfeited; and (d) their eligibility to receive further Awards will terminate. If an Eligible Participant’s employment is terminated and that Eligible Participant is not entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law (or a Director is terminated for breach of fiduciary duty), any Awards held by them will immediately expire and terminate.
BTW, John Rim's lump sum is $290,000.