Exhibit 10.23
EXECUTIVE EMPLOYMENT
AGREEMENT
made as of this March 16,
2009
B E T W E E
N:
RICK E. GAETZ
(hereinafter the
“Executive”)
and
VITRAN CORPORATION
INC.
(hereinafter the
“Company”).
WHEREAS the
Executive has been employed with the Company since September 11,
1989 and is currently serving the Company in the capacity of
President and Chief Executive Officer;
AND WHEREAS the
Company has agreed to compensate the Executive in the event of a
change of control of the Company;
AND WHEREAS it
is in the best interests of the Company and the Executive to enter
into this agreement to reflect the Executive’s current
employment arrangements with the Company and additional benefits he
will receive in the event that there is a change of control of the
Company.
NOW THEREFORE
IN CONSIDERATION of the mutual covenants and premises contained in
this agreement, the parties hereby agree as follows:
The Executive shall continue to serve the
Company in the capacity of President and Chief Executive Officer
and shall perform such duties, and exercise such powers as are
incidental to such position and such other compatible duties and
powers as may from time to time be assigned to him by the board of
directors of the Company.
The Executive agrees that he shall devote the
whole of his time, attention and ability to the business of the
Company insofar as they are directed towards business
interests. He shall competently and faithfully serve the
Company and use his best efforts to promote the interests
thereof.
The Executive
shall receive a base annual gross salary of $563,000.00 (the
“base salary”). The base salary shall be
payable in accordance with the Company’s customary payment
policy. The base salary shall be subject to annual
review. Any increases in the base salary will be at the
sole discretion of the board of directors of the
Company.
The Company
will continue to provide the Executive with those benefits made
available by the Company generally to its senior executives as the
same may change from time to time, including without limitation,
continued entitlement to the Company’s bonus
plan. The Executive shall also be entitled to the
following perquisites;
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annual dues in
respect of the Executive club membership at the Mississauga Golf
and Country Club, including any expenses incurred at such club in
accordance with Company policy;
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the continuance
of a Company car allowance, all in accordance with Company policy;
and
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continued
entitlement to participate in the Company’s stock option
plan
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The Executive
shall continue to be employed as President and Chief Executive
Officer by the Company for an indefinite term.
This agreement
shall terminate in the following events:
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by mutual
agreement of the parties;
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if the Company
has just cause at common law for termination, the Company may
terminate the Executive forthwith, with no notice or payment in
lieu of notice;
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if the
Executive is terminated by the Company and it does not have just
cause at common law for termination, the Executive shall be
entitled to a lump sum amount equivalent to 24 months
compensa
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