Eric Alexandre will also agree not to compete for a period of 18 months after termination of his employment contract against the Company in the NonCompete Area and any other jurisdiction where the Company carried on business during the term of his employment In the event that Eric Alexandres employment contract is terminated for reasons other than cause the noncompete obligation would be reduced to 12 months As part of the transaction involving the combination of Orbit with Garant Eric Alexandre executed a noncompetition agreement with the Company dated January 31 2007 pursuant to which he agreed not to compete directly or indirectly in the NonCompete Area for a period of five years Alain Laplante Orbit Garant will on closing of the Offering enter into an employment contract with Alain L aplante Chief Financial Officer which will have an indefinite term The employment contract will provide that Alain L aplantes employment can be terminated for cause or disability both as defined therein The employment contract will further provide that Alain L aplante will receive an annual salary of 160000 and an annual bonus of up to 55000 in each of fiscal years 2008 and 2009 and up to 82500 annually thereafter based on achieving annual targets established by the compensation committee which salary and bonus may be increased but not decreased upon an annual review by the compensation committee in addition to the use of a vehicle and an annual RRSP contribution of 15000 In addition Alain L aplante will receive a special bonus of 50000 in fiscal 2008 If Alain L aplantes employment is terminated during the term of his employment contract for a reason other than cause or if he resigns at any time within the six month period following his constructive dismissal a breach of the contract by Orbit Garant or a change of control of Orbit Garant as defined therein he will be entitled to receive a payment equal to his base salary for a period of i six months plus ii one additional month for each year that he has been employed by Orbit Garant up to a maximum aggregate payment equal to twelve months base salary with the shorter time period of a twelve months and b the aggregate time period in i and ii being referred to as the severance period and will be compensated for any unused vacation Upon termination of his employment contract for a reason other than cause all of his unvested options granted under the Orbit Garant option plan will automatically vest and all of his options will be exercisable for a period ending on the earlier of i the date which is 90 days following the termination of his employment and ii the expiry date of such options Alain L aplante will also agree to maintain all financial and proprietary information relating to the Company confidential for an indefinite period F urthermore Alain L aplante will agree not to solicit any of the Companys clients employees or suppliers for a period equal to the severance period after the termination of his employment contract The nonsolicitation of clients employees or suppliers would be reduced to the severance period if the employment contract is terminated by the Company for reasons other than cause Alain L aplante will also agree not to compete for a period equal to the severance period after termination of his employment contract against the Company in the NonCompete Area and any other jurisdiction where the Company carried on business during the term of his employment In the event that Alain L aplantes employment contract is terminated for reasons other than cause the noncompete obligation would be reduced to the severance period Compensation of Directors Effective upon completion of the Offering the initial compensation for the Companys directors will be 15000 per year A t their option directors may elect to receive Common Shares in lieu of cash as payment for their services Any such Common Shares shall be purchased by Orbit Garant for the directors on the market Each director will also receive 2000 for each board and committee meeting attended In addition the chairman of the Board will be paid 1 annually the chairman of the A udit Committee will be paid 10000 annually and the chairman of any other committee will be paid 5000 annually The Company will also reimburse directors for outofpocket expenses for attending meetings P rior to the Closing of the Offering the Company will obtain directors and officers insurance Directors will be eligible to participate in the Companys New Option Plan See Option Plan 58