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AMENDED AND RESTATED SEPARATION AND RELEASE AGREEMENT

Release Agreement

AMENDED AND RESTATED SEPARATION AND RELEASE AGREEMENT | Document Parties: DOLLARAMA GROUP HOLDINGS L.P. | DOLLARAMA INC | DOLLARAMA LP You are currently viewing:
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DOLLARAMA GROUP HOLDINGS L.P. | DOLLARAMA INC | DOLLARAMA LP

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Title: AMENDED AND RESTATED SEPARATION AND RELEASE AGREEMENT
Date: 9/15/2009

AMENDED AND RESTATED SEPARATION AND RELEASE AGREEMENT, Parties: dollarama group holdings l.p. , dollarama inc , dollarama lp
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Exhibit 10.1

AMENDED AND RESTATED SEPARATION AND RELEASE AGREEMENT

MEMORANDUM OF AGREEMENT entered into at Montreal, this 10 th  day of September 2009.

 

AMONG:

  

ROBERT COALLIER, domiciled and residing at 596 av. Merton, Saint-Lambert, Québec, J4P 2X1

  

(hereinafter, “ Mr. Coallier ”)

AND:

  

DOLLARAMA L.P., having a place of business at 5805 Royalmount, Montreal, Quebec, H4P 0A1;

  

(hereinafter, “ Dollarama ”)

AND:

  

DOLLARAMA INC. (formerly known as Dollarama Capital Corporation) , having a place of business at 5805 Royalmount, Montreal, Quebec, H4P 0A1;

  

(hereinafter, “ DCC ”)

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:

 

1.

The preamble forms an integral part of this Amended and Restated Separation and Release Agreement (the “ Agreement ”).

 

2.

This Agreement amends, restates and replaces the Separation Agreement.

 

3.

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.

 

4.

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.

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 ”).

 

6.

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:

 

 

(a)

generally cooperate with Dollarama in all matters related to the conclusion of ongoing work or projects;

 

 

(b)

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

 

 

(c)

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.

 

7.

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:

 

 

(a)

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;

 

 

(b)

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;

 

 

(c)

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)

reasonably accommodate Mr. Coallier during the Working Notice Period in connection with any interviews with potential employers.

 

8.

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 ”).

 

9.

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):

 

 

(a)

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.

 

 

(b)

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;

 

 

(c)

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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