Exhibit 10.7
EXECUTION
VERSION
EXECUTIVE EMPLOYMENT
AGREEMENT
This Employment Agreement, dated as
of August 15, 2005 (the “ Agreement ”),
between Dollarama L.P. and together with any permitted assignee
(collectively referred to as the “ Employer ”)
and Robert Coallier (the “ Executive
”).
RECITALS
WHEREAS, the Executive is expected
to be an important contributor to the Business (as defined below)
and has and will acquire knowledge of highly confidential
information pertaining to the Business and the affairs of the
Employer;
WHEREAS, the Executive has
experience and expertise that qualify him to provide the direction
and leadership required by the Employer and its Affiliates (as
defined below);
WHEREAS, contemporaneously herewith,
the Executive and Dollarama Capital Corporation (“ DCC
”) have executed an Option Agreement granting the Executive
certain options to purchase various equity securities issued by DCC
subject to the terms and conditions described therein;
WHEREAS the parties agree that the
Employer, its Affiliates and their successors and assigns require
protection of their legitimate business interests; and
WHEREAS, subject to the terms and
conditions hereinafter set forth, the Employer therefore wishes to
confirm the terms and conditions of employment of the Executive as
its Chief Financial Officer, and the Executive wishes to accept
such employment.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual promises, terms, provisions
and conditions set forth in this Agreement, the parties hereby
agree:
1. Employment . Subject to
the terms and conditions set forth in this Agreement, the Employer
hereby offers and the Executive hereby accepts
employment.
2. Term . The Executive is
engaged for an indeterminate term (the “ Term ”)
and his employment is subject to termination as set out in
Section 5 below.
3. Capacity and Performance
.
(a) During the Term, the Executive
shall serve the Employer as its Chief Financial Officer with such
customary responsibilities, duties and authority as may from time
to time be assigned to him by the Chief Executive Officer of the
Employer (the “ Chief Executive Officer ”) and
the Board of Directors of the Employer (the “ Board
”). In addition and
without further compensation, the
Executive shall serve as an officer of one or more of the
Employer’s operating subsidiaries if so elected or appointed
from time to time, provided that the Employer shall provide to the
Executive at all times, and pay all of the costs of,
directors’ and officers’ liability insurance coverage
with respect to such service as required by Section 4
hereof.
(b) During the Term, the Executive
shall be employed by the Employer on a full-time basis and shall
perform such duties and responsibilities customary for his position
on behalf of the Employer and its Affiliates as may be designated
from time to time by the Chief Executive Officer and the Board. The
duties to be performed by the Executive hereunder shall be
performed primarily at the principal office of the Employer in the
City of Montreal, Quebec, subject to reasonable travel
requirements.
(c) During the Term, the Executive
shall devote his full business time and his best efforts, business
judgment, skill and knowledge exclusively to the advancement of the
Business and interests of the Employer and its Affiliates and to
the discharge of his duties and responsibilities hereunder. The
Executive shall not engage in any other business activity or serve
in any industry, trade, professional, governmental or academic
position during the Term, except as may be approved by the Chief
Executive Officer and Board. The foregoing provisions of this
Section 3(c) shall not, however, preclude the Executive from
devoting a reasonable amount of time to engaging in civic,
charitable or religious activities, devoting a reasonable amount of
time to private investment activities, serving as a director of one
(1) outside board and/or serving as a director, officer or
trustee of companies, trusts or foundations owned by, or of which
the sole beneficiaries are, family members of the Executive,
provided in each case that such involvement is in compliance with
the provisions of Section 8(a) hereof and does not otherwise
conflict with the Executive’s responsibilities to the
Employer.
4. Compensation and Benefits
. As compensation for all services performed by the Executive
hereunder:
(a) Base Salary . The
Employer shall pay the Executive an initial base salary at the rate
of $375,000 dollars per annum, less all applicable withholdings,
payable in accordance with the payroll practices of the Employer
for its executives (the “ Base Salary ”). Such
salary shall be reviewed annually but shall not be decreased during
the Term.
(b) Annual Bonus . During the
Term, with respect to each of the Employer’s fiscal years
that begins on or after February 1, 2005, the Executive will
be eligible to receive a bonus (the “ Annual Bonus
”) with a target of 100% of his Base Salary, except that,
such Annual Bonus shall be pro rated for the fiscal year beginning
on February 1, 2005 based on the number of days between the
date of this agreement and the end of such fiscal year as compared
to the total number of days in such fiscal year and shall not be
lower than such pro rated portion of 85% of his Base Salary. The
Annual Bonus will be based on the achievement of targets which
shall be determined by the Board.
(c) Other Benefits . During
the Term and subject to any contribution therefor generally
required of executives of the Employer, the Executive shall be
entitled to
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participate in any and all employee
benefit plans from time to time in effect for executives of the
Employer generally. Such participation shall be subject to the
terms of the applicable plan documents and generally applicable
Employer policies. The Employer may alter, modify, add to or delete
its employee benefit plans at any time as it, in its sole judgment,
determines to be appropriate and the whole subject to applicable
law. The Executive shall be entitled to paid vacation consistent
with the Employer’s vacation policy (such vacation, however,
not to be less than four (4) weeks per annum, pro rated for
2005) and reasonable holidays and illness days in accordance with
the Employer’s policies as may be established and modified
from time to time.
(d) Short-term Disability .
Subject to Section 5(b), in the event the Executive becomes
disabled during the Term through any illness, injury, accident or
condition of either a physical or psychological nature, and, as a
result, is unable to perform all his duties and responsibilities
hereunder, the Employer will pay to the Executive the equivalent of
the Executive’s Base Salary for the lesser of:
(i) a period of one hundred and
nineteen consecutive days; or
(ii) until terminated in accordance
with Section 5(b) of this Agreement.
(e) Directors’ and
Officers’ Insurance . The Employer shall provide to the
Executive the benefit of at all times during the Term, and pay all
of the costs of, the directors’ and officers’ liability
insurance policy or policies obtained by the Employer, which shall
cover the Executive for his service hereunder, whether as director,
and/or officer of the Employer or as director and/or officer of any
of the Employer’s Affiliates.
(f) Business Expenses . The
Employer shall pay or reimburse the Executive for all reasonable,
customary and necessary business expenses incurred or paid by the
Executive in the performance of his duties and responsibilities
hereunder in accordance with the Employer’s expense
reimbursement policy.
5. Termination of Employment and
Severance Benefits . Notwithstanding the provisions of
Section 2 hereof, the Executive’s employment hereunder
shall terminate under the following circumstances:
(a) Death . In the event of
the Executive’s death during the Term, the Executive’s
employment hereunder shall immediately and automatically terminate.
In such event, the Employer shall pay to the Executive’s
designated beneficiary or, if no beneficiary has been designated by
the Executive, to his estate, (i) the Base Salary earned but
not paid through the date of termination, and (ii) any
business expenses incurred by the Executive but not reimbursed on
the date of termination, and (iii) any bonus compensation
(other than Annual Bonus with respect to the fiscal year in which
the date of termination occurs) awarded but unpaid on the date of
termination; (iv) any outstanding vacation pay (collectively,
“ Final Compensation ”); and (v) the
portion of the Annual Bonus earned for the fiscal year in which the
date of termination occurs, prorated for the time of the
Executive’s employment during the relevant fiscal year (the
“ Prorated Bonus ”), it being understood that
the Prorated
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Bonus will be paid following the end
of the relevant fiscal year or such other time as per the
Employer’s normal practice.
(b) Disability
(i) The Employer may terminate the
Executive’s employment hereunder, upon written notice to the
Executive, in the event that the Executive becomes disabled during
his employment hereunder through any illness, injury, accident or
condition of either a physical or psychological nature and, as a
result, is unable to perform substantially all of his duties and
responsibilities hereunder, with or without reasonable
accommodation, for ninety (90) days during any period of one
hundred eighty (180) consecutive calendar days. In the event
of such termination, (a) if the Employer or its Affiliates
then have in effect a Long Term Disability Plan, the Employer shall
have no further obligation to the Executive, other than for payment
of Final Compensation and any Prorated Bonus and (b) if
neither the Company nor its Affiliates the have in effect a Long
Term Disability Plan, the Employer shall have no further obligation
to the Executive, other than for payment of amounts described in
Section 5(d).
(ii) The Board may designate another
employee to act in the Executive’s place during any period of
the Executive’s disability. While receiving disability income
payments under Employer’s disability income plan, the
Executive shall continue to participate in Employer benefit plans,
if any, in accordance with the terms of such plans, until the
termination of his employment.
(c) By the Employer for Cause
. The Employer may terminate the Executive’s employment
hereunder immediately for Cause at any time upon written notice to
the Executive setting forth in reasonable detail the nature of such
Cause.
Upon the giving of notice of
termination of the Executive’s employment hereunder for
Cause, the Employer shall have no further obligation to the
Executive, other than for Final Compensation and any requirement of
applicable law.
(d) By the Employer Other than
for Cause . The Employer may terminate the Executive’s
employment at any time, other than for Cause, Death and Disability
(but only, in the case of Disability, if the Company or its
Affiliates then have in effect a Long Term Disability Plan) by
(a) paying to the Executive Final Compensation and any
Prorated Bonus; and (b) by providing the Executive
with severance pay in lieu of notice representing the
equivalent of the Executive’s Base Salary for twenty-four
months, payable by way of salary continuance in accordance with the
Employer’s payroll practices at the date of termination or in
a lump sum payment, at the sole discretion of the
Employer.
These obligations of the Employer to
the Executive hereunder are conditional, however, upon the
Executive signing a release, reasonably acceptable to the Employer,
of any and all claims related to the employment of the Executive or
the termination thereof.
(e) By the Executive for
Constructive Termination . The Executive may terminate his
employment hereunder immediately for Constructive Termination at
any time upon
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written notice to the Employer
setting forth in reasonable detail the nature of the Constructive
Terminati
