PERSONAL & CONFIDENTIAL
Email delivered
November 6th, 2024
Sean Sears
****.*****@*****.**
Re: Offer of Employment
Dear Sean,
On behalf of Thermon Canada Inc. (the "Company"), I am very pleased to offer you employment with us on the terms below.
Please carefully consider the terms below and feel free to reach out to me with any questions you may have. When you countersign this letter, it will be a binding employment agreement (the
"Agreement") between you and the Company. Also, please note that any references to the "ESA" when used below means Ontario’s Employment Standards Act, 2000 and its regulations, as may be amended or replaced.
The terms being offered are as follows:
Position & Term
1. Position: You will be employed in the position of Material Handler and will perform the duties related to this position as the Company may assign from time to time. 2. Start Date: Your employment with the Company will start on Monday, November 12th, 2024
(the "Start Date") and will continue for an indefinite period, unless terminated in accordance with the terms below.
3. Hours of Work: Your hours of work will generally be forty (40) hours per week, five days a week (Monday to Friday). Your working hours may vary from time to time depending on the business requirements.
4. Reporting: You will report to Paul – Henry Lorette, Supervisor, Warehouse or designate. 5. Location: You will perform your work from the Company's plant located at 2721 Plymouth Drive, Oakville, ON L6H 5R5.
6. Probation: You will be on probation for a period of three (3) months from the Start Date (the
"Probationary Period"). During this Probationary Period, the Company may, notwithstanding any other provision of this Agreement, terminate your employment at any time without cause and without any notice or the provision of regular wages, benefit plan contributions, damages or entitlements in lieu of notice, except for your regular wages and vacation pay accrued and owing as of the effective date of termination and any other minimum statutory entitlement owing to you under the ESA.
Compensation & Benefits
7. Hourly Rate and Overtime: The Company will pay you an hourly rate of Twenty One Dollars
($21.00) CAD, payable in arrears by direct deposit on the Company's regular payroll dates. Your regular annual hourly earnings are referred to as your "Base Pay". If you are eligible for overtime, it will be administered in accordance with the ESA. All overtime must be approved in advance in writing by your Production Supervisor. Failure to obtain this approval will result in disciplinary action.
8. Short Term Incentive Plan (STIP): You shall be eligible to participate in the Company's Short Term Incentive Plan ("STIP") under the terms of that plan (a copy of which is enclosed for your review and signature, prior to the Start Date). Your target STIP shall be five and a quarter per cent (5.25)% of your Base Pay, pro-rated for any partial year of employment. The Company's STIP is subject to meeting or exceeding set financial objectives and must be approved by Executive Management and the Board of Directors. The STIP does not accrue over time. It is the Company's sole discretion to award you the STIP. Except as may be minimally required by the Code, any STIP does not form part of your regular compensation, and it is a term and condition that you be in active employment to receive such STIP. For the purposes of this Agreement, "actively employed" excludes any period subsequent to the earlier of: (a) if you resign from employment, the effective date of resignation specified in the written notice of resignation from you, and (b) if your employment is terminated by the Company, the date the minimum statutory notice of termination period, if any, prescribed by the Code ends. For certainty, you will have no entitlement to the STIP or damages in lieu thereof in respect of any period that extends beyond the minimum statutory notice of termination period, if any, prescribed by the Code, including any additional period during which you are or will be in receipt of compensation, damages or other entitlements in lieu of notice of termination, whether under contract or common law. 9. Group Benefits Plans: You shall be entitled to participate in the group health plans offered to full- time, eligible employees based in Canada, including medical, dental, life and disability insurance. The Company shall waive any applicable waiting period as a gesture of good faith to you entering into this Agreement. The benefits monthly premium cost is shared by the Company and the Employee.
10. Retirement Plan: Upon completion of your probationary period of three (3) months, you will be eligible to participate in the Company’s Group RRSP plan. Under the current plan structure, the Company will match 100% of your individual contributions to the RRSP up to the first 3% of your eligible income or the relevant CRA limit, whichever is less. A Group RRSP Plan Booklet will be provided to you upon your start date for more details. 11. Safety Allowance: The Company shall grant a safety allowance on the anniversary date of the Employee and is considered as taxable benefit. This includes but not limited to certified safety boots/shoes; prescription safety glasses and other related prescribed safety paraphernalia authorized by the Company. The Company reserves the right to make changes.
12. Duties: You agree that performance of your duties shall be subject to the terms and conditions of this Agreement and the policies, procedures and rules established by the Company, including the Company's employee handbook in effect from time to time, as may be amended by the Company at its sole discretion from time to time. 13. Vacation: You shall be entitled to annual paid vacation calculated from the Start Date/anniversary date and pro-rated for any partial year of employment. Length of Service Paid Vacation
Year 1 (Start Date through December 31)* 3 weeks (15 days) (pro-rated) Years 2 – 4 3 weeks (15 days)
Years 5 – 9 3 weeks (15 days)
Years 10 – 14 4 weeks (20 days)
Years 15+ 5 weeks (25 days)
Paid vacation shall be taken at times mutually acceptable to you and the Company and in accordance with such other terms and conditions as may be included in the Company's vacation policy. The Company encourages and expects employees to take their vacation time each year in which it is accrued to relax and pursue other interests. However, we ask that vacations be taken at times acceptable to the Company, having regard to its operations and with advance notice to and approval of your manager. The Company reserves the right to assign your vacation time. Any vacation time in excess of the statutory minimums prescribed by the ESA not taken in the calendar year in which it accrues will be forfeited at year-end without any further notice or pay in lieu.
Confidentiality & Other Covenants
14. Confidentiality: You acknowledge that, because of your employment with the Company, you may have access to confidential information about the business and affairs of the Company and its customers, including trade secrets ("Confidential Information"). You agree that, during and after your employment with the Company, you will not disclose to any person
(except in the proper course of your employment with the Company) or use for your own purposes or for any purposes other than those of the Company, any Confidential Information acquired, created or contributed to by you. Confidential Information does not include (a) the general skills and experience gained by you during your employment with the Company that you could reasonably have been expected to acquire in similar employment with other companies, (b) information publicly known or received by you from a third party unrelated to the Company without a breach of an obligation of confidentiality, (c) information the disclosure of which is required to be made by any law or court, and (d) information the disclosure of which is permitted pursuant to any applicable regulatory whistleblowing legislation. 15. Non-Disparagement: You agree that, during and after your employment with the Company, you will not comment in any adverse fashion on the Company, its subsidiaries or affiliates or their directors, officers, agents or employees, unless permitted to do so in accordance with any applicable regulatory whistleblowing legislation or required to do so by law or court order. 16. Acknowledgement: You acknowledge and agree that, given the nature of the Company's business and your role, the restrictions in the "Confidentiality" and "Non-Disparagement" sections above are reasonable and valid and you therefore waive all defenses to the strict enforcement of that section.
Termination
17. Termination by the Company for Cause: The Company may terminate your employment at any time for any reason that provides the Company with the right to terminate your employment without notice under the ESA, without any notice, pay in lieu of notice, or any other compensation or entitlements either by way of anticipated earnings or damages of any kind, except for your regular wages and vacation pay accrued and owing as of the effective termination date and any other minimum statutory entitlement owing to you under the ESA, without duplication.
18. Resignation by You on Notice: You may resign from your employment at any time by giving two (2) weeks’ written notice to the Company. You agree that the Company may waive the resignation notice period in whole or in part and/or assign transitional duties and/or assign you to work from another location (acting reasonably), by paying to you an amount equivalent to the regular wages and vacation pay you would have received during the resignation notice period and by continuing to make its contributions to the benefit plans in which you then participate, if any, until the end of the resignation notice period. You also agree that (a) the Company may deduct from any payment hereunder your contributions to the benefit plans, if any, in accordance with the terms of those plans, and (b) such waiver or reassignment of duties or location by the Company does not constitute a termination of your employment by the Company.
19. Termination by the Company Without Cause: Following the expiry of the Probationary Period, the Company may terminate your employment at any time without cause upon providing you with only: (a) the minimum amount of notice of termination or payment of your regular wages in lieu of notice (or combination at the Company's discretion) prescribed by the ESA; (b) statutory severance pay, if any, prescribed by the ESA; and (c) any other minimum statutory entitlement owing to you under the ESA, without duplication. 20. Applicable Provisions Upon Any Manner of Termination: Where the Company provides pay in lieu of notice for termination without cause, that payment will be based on your Base Pay only. Any other form of payment under any incentive compensation program (including, any incentive program as may be formally implemented or in effect at the time of termination) will not be considered part of your Base Pay, save and except that such payments will be included in calculating those payments required to be provided on termination pursuant to the ESA if, and then only to the extent, explicitly required by the ESA. 21. No Other Entitlements: You agree that the entitlements under Sections 6, 15, 16, 17 and 18 above are in full satisfaction of all terms of the cessation of your employment, including any entitlement to statutory termination pay under the ESA, and you will have no other entitlement
(including to anticipated earnings or damages of any kind), whether under statute, contract, common law or otherwise. Notwithstanding the foregoing, in no event will you receive less than your minimum statutory entitlements prescribed by the ESA and to the extent Sections 6, 15, 16, 17 and 18 above provide you with less than these minimum statutory entitlements, you will receive your minimum statutory entitlements in substitution for the entitlements under Sections 6, 15, 16, 17 and 18 above.
22. Return of Property: Upon the cessation of your employment, or earlier if requested by the Company, you will at once deliver to the Company all property belonging to the Company or for which the Company is liable to others (including Confidential Information), that is in your possession or control.
23. Social Media: Upon the cessation of your employment, you will at once update any personal information and/or profile on social media platforms created by you (including Facebook, LinkedIn and Twitter) to reflect that you are no longer employed by the Company. General Provisions
24. Service: You will devote the whole of your time, attention, and ability to the Company's business or to the business of any other person as authorized by the Company and will well and faithfully serve the Company and use your best efforts to promote the Company's interests. Without limiting the foregoing, you agree that, while employed by the Company, you will not engage in any other employment or activity that would create a conflict of interest with the Company, which includes engaging in any competitive work. 25. Notices: Any written notice required or permitted under this Agreement shall be given to the other party at the address following:
(a) Notice to the Company:
Thermon Canada Inc.
2721 Plymouth Dr.
Oakville, Ontario
Canada L6H 5R5
Attention: Human Resources
(b) Notice to Employee: to the home address last shown on the records of the Company;
Or, in each case, to such other address as may be designated by notice given in accordance with the provisions of this Section 23. Written notice shall be deemed to have been properly given or made when received by the party to whom such notice is given. 26. Temporary Lay-Offs: You agree that the Company has the right to implement temporary lay- offs as business needs dictate and as permitted by the ESA and, so long as such lay-offs remain temporary lay-offs for the purposes of the ESA, they will not constitute a termination of your employment by the Company.
27. Rules and Regulations: You are expected to abide by all applicable laws as well as the Company's rules and regulations from time to time in force, including as set out in the Employee Handbook.
28. No Restriction on Ability to Work: By signing below, you affirm and represent to the Company that there are no legal or contractual restrictions on your ability to fully perform the duties of your position and abide by the terms of this Agreement. 29. Changes in Terms: You agree that the Company may change any term of this Agreement upon providing you with the minimum amount of notice required by the ESA and that any such change will not constitute a constructive dismissal. You also agree that the terms of this Agreement will govern your employment with the Company, regardless of the length of your employment or any changes to the terms of your employment, material or otherwise. 30. Currency, Deductions and Withholdings: All payments to you under this Agreement are in Canadian dollars and will be subject to applicable deductions and withholdings. 31. Privacy: You understand that the Company and its affiliates may collect, use, store or disclose personal information about you or any of your dependents or beneficiaries ("Employee Personal Information") as required for those purposes necessary for, or beneficial to, the conduct of the employment relationship (including benefits administration). You also understand that the Company may disclose your Employee Personal Information to a third party administrator for the purpose of administering your employment relationship with the Company or to service providers (such as legal, finance and accounting, information technology and human resources advisors and/or similar consultants and advisors), law enforcement or government authorities, as necessary to comply with legal requirements or in the course of a legal action, and to legitimate recipients of communications under applicable laws, where required by law or necessary for the purpose of, or in connection with, any legal proceedings. By signing below, you expressly consent to such disclosure and will be providing consent to the Company for the release of employment personal details to the Company, including identification number, date of birth, home address, and direct deposit banking information. These details are required in order to properly place you onto the Company's payroll and to administer your employment relationship with the Company more generally. 32. Governing Law: This Agreement will be governed by the laws of the province of Ontario and the laws of Canada applicable in that province.
33. Attornment: You and the Company each hereby attorn to the jurisdiction of the courts of Ontario provided that nothing in this Agreement will prevent the Company from proceeding at its election against you in the courts of any other province or country. 34. Applicable Employment Standards Legislation: Please be assured that nothing in this Agreement is intended to conflict with the ESA. In the event the ESA provides superior statutory entitlements than the terms provided for under this Agreement, the Company will provide you with your statutory entitlements in substitution for the terms under this Agreement. 35. Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part of such provisions and the remaining part of such provision, and all other provisions of this Agreement will continue in full force and effect.
36. Entire Agreement: This Agreement is the entire agreement between you and the Company with respect to your employment with the Company and supersedes and replaces all prior agreements between you and the Company, written and oral. You waive any right to assert a claim based on any pre-contractual representations, negligent or otherwise, made by the Company or its representatives and any claims related to any prior service, other than what may be minimally required under the ESA.
Aleksandar Pavlovic
This offer is conditional upon your successful completion of the following:
(1) Providing us with satisfactory proof of your legal right to work in Canada before or together with accepting this offer. Such proof may include a valid Social Insurance Number/Letter or a work visa that will specifically allow you to be employed in the position you are being offered with the Company. Please co-ordinate with our Human Resources Department to arrange for a mutually- convenient time for them to review the original documents upon hire, and
(2) Background and or reference check.
Please consider our offer carefully and confirm your acceptance by signing a copy of this Agreement and returning it to Human Resources via email address **********.********@*******.*** by no later than 3:00 p.m. EDT on Friday, November 8th, 2024.
If you have any questions, please feel free to reach out to Aleksandar Pavlovic at phone number 905-***-**** or via email at **********.********@*******.***. We are excited that you will become an important member of our team and we are looking forward to working with you.
Yours very truly,
THERMON CANADA INC.
Aleksandar Pavlovic
Human Resources Manager
ACKNOWLEDGMENT
I, Sean Sears, have read, understand and, having had a reasonable opportunity to obtain independent legal advice, voluntarily accept the terms of employment described above as constituting a binding employment agreement between me and the Company, including that my entitlements if terminated without cause will be limited to the statutory minimum entitlements prescribed by only the Employment Standards Act. I also confirm that I am able to lawfully work for the Company in Canada.
Sean Sears Date
Witnessed by:
Signature over Printed Name Date