. (r THIS AGREEMENT made this QC day of February, 2013, as of July 1, 2012. BETWEEN: a body corporate, of Halifax, Halifax Regional Municipality, Province of Nova Scotia EIV MAR 0 1 2013 by Human Resources (hereinafter called "the University") OF THE FIRST PART - and J. COLIN DODDS of Halifax, Halifax Regional Municipality, Province of Nova Scotia (hereinafter called "the President?) OF THE SECOND PART WHEREAS the President has been the President of the University since July 1, 2000, and the University and the President have agreed to renew his appointment as President on the terms and conditions set out in this Agreement. THE PARTIES hereby agree as follows: APPOINTMENT. 1. The University hereby confirms the appointment of J. Colin Dodds as President of the University upon the terms and conditions set out in this Agreement and the President hereby accepts his appointment as President. SERVICES 2. The President agrees with the University diligently and faithfully to exercise the powers and to perform the functions and duties conferred upon or assigned to him from time to time by the Board of Governors of the University in accordance with the Saint Mary?s Act 1970. TERM 3. The appointment is for a term of three (3) years commencing July 1, 2012, and terminating on June 30, 2015, subject to earlier termination as hereinafter provided (the 4. Base Salary The President shall be paid the following base salary in each year of this Agreement: July 1, 2012 to June 30, 2013 - $230,242 July 1, 2013 to June 30, 2014 - $234,271 July 1, 2014 to June 30, 2015 - $238,957 Pension Bene?ts The President will participate in the pension plan in force from time to time for staff of the University; and (ii) The President will be entitled to a special pension in accordance with Schedule attached to this Agreement and forming part hereof. Health and (Lther ?ene?ts The President will participate in the Employee and Family Assistance Plan and Emergency Travel Plans in force from time to time for staff of the University. (ii) The University has obtained for the President a special life insurance policy with Manulife Financial in the face amount of $300,000.00. This policy will be maintained in force by the University until the earlier of the date on which the President ceases to serve as President or his attaining the age of seventy (70). The President will be entitled to a Health Spending Account in the amount of Four Thousand Dollars in each year of the r} 010} Contract and this amount will be deposited to the President?s account at Medavie Blue Cross in July of each year. This benefit ceases upon the President?s ceasing to be an employee or [um 30? 2015 whichever is the earlier date. (964967v7) (iv) During the Term the University will pay the direct cost of the President's annual medical assessment known as a Comprehensive Health Assessment provided by Medcan Health Management Inc., Toronto, Ontario. The University will pay all reasonable travel, entertainment, club "membershipsa'?d?oth?r" expenses incurred by thePresident in connection with his duties. The Finance Committee of the Board may place a maximum limit on these expenses for any contract year and will advise the President of that limit prior to February 28th of the preceding contract year. in addition, the Finance Committee may, from time to time establish guidelines relating to such expenditures. (vi) The University will pay the President a car allowance in the amount of Nine Hundred Dollars ($900.00) per month towards the cost and expenses of an automobile. HOUSING ALLOWANCE 5. The University will provide the President with a housing assistance allowance in the amount of Two Thousand Dollars each month during the Term. It is understood that this allowance will include all repairs to floors, carpets and furniture and furnishings in the President?s home. The University will be responsible for the costs of snow removal and garden maintenance which can be billed directly to the University. For greater certainty, it is understood and agreed that the President will be personally responsible for all income tax payable in connection with the receipt of the housing allowance and payment of expenses on his behalf. SABBATICAL LEAVE 6. Upon completion by the President of each year of his three (3) year term, the President shall be entitled to two (2) months sabbatical leave to be taken following the termination of his term as President. The President?s sabbatical salary will be payable at the rate of his base salary received in the final year he serves as President. The sabbatical salary will be paid in equal instalments less all required deductions with the first instalment being paid in the month following the month in which the President ceases to hold the office of President. SENIORITY AND SALARY AS FACULTY MEMBER 7. The President was appointed in September, 1982, and was promoted to full professor status in 1984 and was granted tenure in the Department of Finance and Management Science effective September, 1986, and it is (964967v7) understood that normal seniority will accrue during the President's term of office. The University agrees that if the President returns to the Department of Finance, Information Systems and Management Science (the Department) following or during the Term of office, he will be paid at the appropriate level having regard to his seniority as determined under the Collective Agreement in force between the - plus an additional amount not less than the highest market supplement being paid to a faculty member in the Department at the time the President returns to teach in that Department. The additional amount to be paid will be subject to a cap of Sixty ThoUsand Dollars and this amount will not be adjusted based on any adjustments made to salary scales in the Collective Agreement. The payment of this additional amount is also subject to Dr. Dodd's teaching the standard teaching load for a fulltime Faculty Member as determined under the Collective Agreement. VACATION 8. The President shall be entitled to four (4) weeks' vacation with pay in every period of twelve (12) months during his term of office and the period of vacation will be arranged at a time mutually satisfactory to both parties. OTHER TRAVEL 9. The University acknowledges the substantial contribution which the President?s spouse has made and continues to make to the University. In recognition of that, the University agrees as follows: The University will pay the travel expenses for the President?s spouse to attend AUCC, AAU alumni and fundraising activities where the President determines that the presence and involvement of his spouse will complement or enhance the President?s representation of the University. On request, the President shall provide to the Chairman of the Finance Committee of the University Board of Governors, yearly, or from time to time, a schedule of proposed travel for the President?s spouse and reports of spousal travel and related expenses following the particular event. TERMINATION 10. Incapacity If the President shall, at any time, by reason of illness. or mental or physical disability, be incapacitated and unable to discharge his duties under this Agreement for six (6) consecutive months, or, if he (964967v7) NOTICES shall be incapacitated at different times in any contract year for an aggregate of six (6) months, then in either case his employment shall, at the option of the University forthwith be terminated. The President and the University acknowledge and agree that it would amount to undue hardship on the University for it to continue the President?s appointment if the circumstancesdescribed in this paragraph 9(a) should occur. If the University deems it necessary in order to determine the President?s capacity to discharge his duties, the President hereby agrees to permit his examination by doctors appointed by the University and acceptable to the President or his spouse in the event he is not able to give consent. The President further authorizes access to his medical records for any physician appointed by the University under this provision. Cause The University may at any time forthwith dismiss the President for just cause. 11. Any notice or other writing required or permitted to be given under this agreement or for the purposes of it to any party, shall be sufficiently given if delivered personally, or if sent by prepaid registered mail or if transmitted by telex, telefax or other form of recorded communication to that party: in the case of notice to the University at: in the case of notice to the President at: (964967v7) Saint Mary?s University 923 Robie Street Halifax, NS B3H 303 Attention: Chair of the Board Facsimile Number: (902) 420-5102 Dr. J. Colin Dodds, President c/o Saint Mary?s University 923 Robie Street Halifax, NS B3H 303 Or J. Colin Dodds, President Saint Mary's University 870 Young Avenue Halifax, NS 83H 2V7 Facsimile Number: (902) 420-5102 Or at any other address as the party to whom the writing is to be given shall have last notified the other party. Any notice delivered to the party to whom it is addressed shall be deemed to have been given and received on the day it is __deliverecLat . notice shall be deemed to have been given and received on the first business day next following that day. Any notice mailed shall be deemed to have been given and received on the fifth business day next following the date of its mailing. Any notice transmitted by telex, telefax or other form of recorded communication shall be deemed given and received on the ?rst business day after its transmission. ENTIRE AGREEMENT 12. This Agreement and attached schedules constitute the entire agreement between the parties to this agreement pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, entitlements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. GOVERNING LAW 13. This Agreement shall be governed by the laws of the Province of Nova Scotia. BINDING EFFECT 14. This Agreement and everything contained in it shall extend to, bind and enure to the benefit of the parties and their respective successors, heirs and administrators. AGREEMENT SIGNED IN COUNTERPART 15. This Agreement may be executed in one or more counterparts, each of which shall be read together and shall be deemed to constitute one and the same agreement. (964967v7) IN WITNESS WHEREOF the University has hereunto affixed its corporate seal, attested by the hands of its duly authorized officers, and the President has hereto set his hand and seal. SAINT Chair of?Stngoga By: Vice-Chair of the SIGNED, SEALED AND DELIVERED in the presence of: wk Q6 413 J. COLIN DODDS, President (964967v7) Schedule to Agreement between Saint Mary?s University and J. Colin Dodds (See sub-paragraph 4(b)(ii) of the Agreement 1. In recognition of the President?s long and meritorious service to the University, the University agrees to provide the President a special pension the President ceases to be President during that year) in which he has served as President in the following amounts: If the President ceases to serve in that of?ce after July 1, 2012, but before July 1, 2013, he shall be paid the sum of $58,000.00 per year for a period of ten years. If the President ceases to serve as President after July 1, 2013, but prior to July 1, 2014, he shall be paid the sum of $63,000.00 per year for a period of ten years; If the President ceases to serve as President after July 1, 2014, but prior to July 1, 2015, he shall paid the sum of $67,000.00 per year for a period of ten years. 2. 0n the date the President ceases to be employed by the University in any capacity (the ?Retirement Date?) the University will commence payment of the Special Pension. At any time after he ceases to be employed by the University in any capacity, the President may elect to accelerate all or any part of the annual payments provided for in paragraph 1 of this Schedule by written notice to the University. Unless and until any such election is made, payment of the Special Pension will commence on the 15th day of the month following the month in which the President ceases to be employed by the University in any capacity and payments will be made in equal bi-weekly instalments. All payments of the Special Pension will be subject to withholdings and deductions as required by law. 3. If the President dies before payment of the Special Pension commences or while he is receiving periodic payments of the Special Pension, the Special Pension shall be paid to his widow in a lump sum or over such period, not exceeding ten years from the date payment of the Special Pension commenced, as she may elect. If the President?s widow elects periodic payments, the Special Pension will be paid in equal biweekly payments. If both the President and his wife die before the Special Pension has been paid in full, the unpaid balance of the Special Pension shall be paid in a lump sum to the legal representative of the survivor of the President and his wife. All payments will be subject to withholdings and deductions as required by law. 4. It is intended that the Special Pension qualify as a retiring allowance as de?ned in subsection 248(1) of the Income Tax Act (Canada) (the g/Wl