Exhibit 10.1
AMENDED AND RESTATED
SEPARATION AND RELEASE AGREEMENT
MEMORANDUM OF
AGREEMENT entered into at
Montreal, this 10 th day of September 2009.
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AMONG:
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ROBERT
COALLIER, domiciled and
residing at 596 av. Merton, Saint-Lambert, Québec,
J4P 2X1
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(hereinafter,
“ Mr. Coallier ”)
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AND:
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DOLLARAMA
L.P., having a place of
business at 5805 Royalmount, Montreal, Quebec, H4P 0A1;
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(hereinafter,
“ Dollarama ”)
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AND:
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DOLLARAMA
INC. (formerly known as
Dollarama Capital Corporation) , having a place of business
at 5805 Royalmount, Montreal, Quebec, H4P 0A1;
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(hereinafter,
“ DCC ”)
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WHEREAS Mr. Coallier and Dollarama are presently
engaged in an employment relationship;
WHEREAS Mr. Coallier joined Dollarama as Chief
Financial Officer in August 2005;
WHEREAS the parties entered into a Separation and
Release Agreement on July 31, 2009 (hereinafter, the “
Separation Agreement ”);
WHEREAS , during his employment relationship with
Dollarama, Mr. Coallier was granted options to purchase
530,154 class B common shares (the “
Class B Common Options ”) and 1,513,494 class B
preferred shares (the “ Class B Preferred
Options ”) of DCC pursuant to the DCC management option
plan dated November 18, 2004 (the “ Plan ”)
and the amended and restated option agreement between DCC and
Mr. Coallier dated May 9, 2007 (the “
Option Agreement ”);
WHEREAS Mr. Coallier and Dollarama agreed on the
termination of employment of Mr. Coallier;
WHEREAS the parties agree that Mr. Coallier will
assume transitional duties for the duration of the working notice
period described herein;
WHEREAS the parties have agreed on the terms and
conditions of Mr. Coallier’s employment applicable
during the notice of termination period and the terms and
conditions applicable to the termination of his employment, the
whole in accordance with the conditions stipulated in this Amended
and Restated Separation and Release Agreement;
WHEREAS DCC is contemplating making an initial public
offering of its common shares in Canada (the “ IPO
”); and
WHEREAS Mr. Coallier and Dollarama wish to mutually
release each other.
NOW, THEREFORE
, in consideration of the foregoing,
the parties have agreed on the following:
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1.
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The preamble
forms an integral part of this Amended and Restated Separation and
Release Agreement (the “ Agreement
”).
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2.
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This Agreement
amends, restates and replaces the Separation Agreement.
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3.
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For the purpose
of this Agreement, unless the context otherwise requires, the term
“ Dollarama ” includes Aris Import Inc.,
Dollarama L.P., Dollarama GP Inc., Dollarama Corporation, Dollarama
Group L.P., Dollarama Group GP Inc., Dollarama Holdings L.P.,
Dollarama Holdings GP Inc., Dollarama Group Holdings L.P.,
Dollarama Group Holdings GP ULC, Dollarama Group Holdings
Corporation, DCC, and each and any of their parents, predecessors,
successors, affiliates or divisions, related entities,
administrators, shareholders, partners, officers, directors,
current or former agents, and other representatives. The releases
and discharges contained in this Agreement benefit each of these
persons and/or entities.
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4.
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Mr. Coallier and Dollarama acknowledge that
immediately following the filing by Dollarama of the Form 10-Q for
the quarterly period ended on August 2, 2009 with the United
States Securities and Exchange Commission (the “
Resignation Date ”), Mr. Coallier shall no longer
hold the position of Chief Financial Officer of Dollarama and shall
be deemed to have resigned as an officer of each of Aris Import
Inc., Dollarama GP Inc., Dollarama Corporation, Dollarama Group GP
Inc., Dollarama Holdings GP Inc., Dollarama Group Holdings GP ULC,
Dollarama Group Holdings Corporation and DCC effective on the
Resignation Date.
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5.
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As of and from the Resignation
Date, Mr. Coallier shall remain employed by Dollarama as an
employee holding the position of Senior Vice President Finance up
until the earlier of the date upon which the new Chief Financial
Officer replacing Mr. Nicholas Nomicos as interim Chief
Financial Officer is designated by the Chief Executive Officer or
the board of directors of Dollarama and December 1
st , 2009 (the “ Effective Date
”). Moreover, Mr. Coallier recognizes that the period
starting on July 31 , 2009 and ending on the Effective
Date is a notice of termination period (the “ Working
Notice Period ”).
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6.
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Mr. Coallier shall perform the following
duties and functions during the Working Notice Period, in addition
to those inherent to Mr. Coallier’s title and those
compatible with Mr. Coallier’s position, which the Chief
Executive Officer or the board of directors of Dollarama may
delegate to him from time to time:
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(a)
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generally
cooperate with Dollarama in all matters related to the conclusion
of ongoing work or projects;
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(b)
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collaborate and
assist in the orderly transfer of his responsibilities, functions
and duties to any person designated by the Chief Executive Officer
or the board of directors of Dollarama, including to a new Chief
Financial Officer, as the case may be; and
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(c)
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transition his
know-how to any person designated by the Chief Executive Officer or
the board of directors of Dollarama, including to a new Chief
Financial Officer, as may be requested by Dollarama.
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7.
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In
consideration of Mr. Coallier’s performance of the
duties and functions described at article 6 during the Working
Notice Period on an uninterrupted basis and compliance with the
Covenants (as defined below), Dollarama undertakes to:
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(a)
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continue,
during the Working Notice Period, to pay to Mr. Coallier his
current annual base salary, namely three hundred and seventy-five
thousand Canadian dollars (CAD$375,000) , less applicable
legal deductions, in accordance with the current payroll practices
of Dollarama;
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(b)
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continue,
during the Working Notice Period, Mr. Coallier’s
participation in all Dollarama-sponsored benefits programs, subject
to the terms and conditions of said programs;
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(c)
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following the
Effective Date, remit to Mr. Coallier any accrued and unpaid
vacation pay as at the Effective Date; and
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(d)
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reasonably
accommodate Mr. Coallier during the Working Notice Period in
connection with any interviews with potential employers.
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8.
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Notwithstanding
anything contained herein, Mr. Coallier agrees that Dollarama
may terminate his employment at any time before the Effective Date
for Cause. For purposes of this Agreement, “ Cause
” shall have the meaning ascribed to such term in the
executive employment agreement between Dollarama and
Mr. Coallier dated as of August 15, 2005 (the “
Employment Agreement ”).
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9.
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Provided that
Mr. Coallier performs his duties and functions described at
article 6 during the Working Notice Period on an uninterrupted
basis and complies with the Covenants (as defined
below):
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(a)
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beginning on
the Effective Date, Dollarama will pay to Mr. Coallier a
termination indemnity representing twenty-four (24) months of
his annual base salary, being a total amount of seven hundred and
fifty thousand Canadian dollars (CAD$750,000), which termination
indemnity shall be payable in equal and consecutive installments in
accordance with Dollarama’s standard payroll practices, less
applicable legal deductions.
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(b)
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Dollarama will
pay to Mr. Coallier an amount equal to such portion of
Mr. Coallier’s earned bonus for Dollarama’s fiscal
year 2010, prorated for the period from the beginning of such
fiscal year and ending on the Effective Date, in accordance with
the terms and conditions of the final management bonus plan. Such
bonus payment, as the case may be, will be paid in fiscal year 2011
in accordance with Dollarama’s normal bonus payment practices
for other senior executives of Dollarama;
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(c)
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Dollarama will
continue Mr. Coallier’s participation in
Dollarama’s group insurance plan for supplemental health
insurance coverage (excluding Emergency Travel Assistance benefit,
which ceases on the Effective Date), prescription drugs, life
insurance and accidental death and dismemberment for a period which
will not exceed twelve (12) months following the Effective
Date, subject to the terms of the applicable plan or policy and to
the continued approval of the insurance carrier, namely
Industrial Alliance . In the event that Mr. Coallier
engages in an employment relationship with another person providing
comparable coverage before the expiry of the above-referred twelve
(12
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