Ekanct Gil/K (C Only st. mamas xavien P.D. BOX 5000 ANTIGONISH. nova SGOTIA CANADA 52o awe Website: January 11, 2011 rl Conflde Dr. Sean E. Riley President St. Francis Xavier University P.O. Box 5000 Antigonish, Nova Scotia BZG 2W5 Dear Dr. Riley: Re: Employment Contract I write to you In my capacity as Chairman of the Board of Governors of- St. Francis Xavier University. On behalf of the Board of Gayernors, i wish to acknowledge your ongoing and excellent contribution to the University. confirm that you have been reappointed as President of the University by the Board of Governors at Its meeting of June 11, 2010. The following outlines the terms and conditions of your contract of employment as President of the University for a five-year term of office commencing July 1, 2010 and ending on June 30, 2015. This employment contract cancels and - replaces any and all prior contracts, agreements and arrangements between you and the University with respect to your employment. 1. Your annual compensation in the first year of your contract commencing July 1, 2010 will be $272,825, plus a bonus base salary based upon meeting certain objectives to be set by the Chair of the Eirecutlve Committee in consultation with the Compensation Sub-Committee of the Executive Committee. Future salary adjustments will be considered annually, as indicated in paragraph 20 bel w. Any bonus awarded shall be paid by June 30 of each year. _Employment Contract Dr. Sean E. Riley, President Page 2' 2. You will be required to contribute 5% of your total salary and bonus to the improved Retirement Plan for Teaching, Administration, and other Employees of St. Francis Xavier University ("the Plan"). This Plan is a De?ned Contribution Plan. As required under the terms of the Plan, the University will also make a contribution to the Plan equal to 8% of your total salary and bonus. Contributions will be made by both you and the University until such time as the maximum joint contribution permissible under the income Tax Act has been made. 3. The University has established an unfunded Defined Contribution. Supplementary Executive- Retlrement Plan The DC SERP runs from July 1 of one calendar year to June 30 of the calendar year immediately following. "In each Plan Year commencing July 2010, your DC SERP will be credited with the excess of 15% of your total salary and bonus over the total of the Contributions made by both you and the University to the Plan during the year. Farther details on this arrangement, including the method used to accumulate the notional contributions credited to the DC SERP, will be provided to you under separate cover. To July 1, 2010 the balance in your Supplemental Pension Account under the DC SERP was $189,121, which was earned by you in respect of your service prior to June 30, 2010. This amount is fully vested. 4. As of June 30, 2010, you had earned 2.8 years of administrative leave and 0.5 years of retention bonus under the terms and conditions of your previous employment contracts with the University. As you have been unable to exercise your right to take the accumulated leave, and as a condition of this contract you will be-unable to take the accumulated leave, you agree to waive your rights to all unused accumulated leave and retention bonus amounts with no compensation. 5. in acknowledgement of earned but unused bene?ts under previous contracts, you will receive the following new benefits under this contract as follows; (I) Upon the signing of this agreement, but not earlier than January 1, 2011, you will receive the equivalent of 1.5 years of total compensation in the amount of $527,562.63. This payment shalt be subject to all normal and required deductions under Canada Revenue Agency guidelines. (ll) You will receive the equivalent of 2.1 years of total compensation in the amount of $733,074.40 to be held in trust as a retirement allowance. Normally the payment would be a single lump sum or a series'of equal annual payments over. a time period not exceeding ten years. The exact timing of the payment or stream of payments of the retirement allowance shall be determined by you by means of a written election declaring your decision to, and date of, retirement. Employment Contract Dr. Sean E. Riley, President Page 3 6. You willbe entitled? to take an administrative leave at the end of your term. Beginning July 2010, you will earn this leave at the rate of one fifth of one month for each month of actual completed service. Administrative leave earned but not taken will be banked. If you have not had an opportunity to take this leave prior to the end of your term, the value of the banked leave will be payable to you as a taxable lump sum. The value of the administrative leave is calculated by using the average annual amount of salary and bonus plus annual University contributions to the Plan and the DC SERP for the best two years in the five years immediately preceding termination of employment multiplied by the number of months? and partial months banked. 7. The University will lease a car for you, the leasing fee for which shall not exceed $1,200 including taxes. Operating expenses of a non-personal nature will be paid for by the University, 8. You and your family will be provided with the usual medical and dental benefits provided by the University to employees. - 9. As an employee of the University, you will be entitled to purchase disability insurance. You will also be covered under the accidental death policy for an amotmt of $250,000, the cost of which will be borne by you. Furthermore, you will be covered under the University?s travel accidental insurance for an amount of $250,000, the cost of which is to be borneby the University. For the duration of this contact, the University will contribute to your life insurance. Specifically, the first $815,000 of your insurance coverage is under the basic University Plan. The University will pay 50% of the premiums and you will pay 50% of the premiums for coverage of $665, 000 and you will pay 100% of the cost of the optional life insurance for coverage of $165,000. In addition, the University will continue to pay 100% of the premiums for the $1.2 million SunLife Supplemental Plan contracted for in February 2006. These insurance payments will continue to be made in the case of your disability. You will be responsible for ensuring that the appropriate medical and other Information Is provided to secure the coverage. If you have completed your-term as President and remain an active employee of the University,'the University will continue to provide Supplemental Life insurance coverage under the University Plan, to the coverage level you had as President, and for your Supplemental Sun Life policy in the'amount of $1.2 million. This benefit will end in the event that you leave the employment of the university including if you take an unpaid leave of absence as provided for in- clause 19. 10. The University will continue to provide adequate computer equipment for your office, home Office and travel. The University will provide the best available internet access to your home office. 11. The University will provide for spousal travei related to University business to a maximum of $3,000 per annum. Employment Contract Dr. Sean E. Riley, President Page 4 12. 13. 1'4. 15. 16. You will be entitled to an allowance for financial planning/income tax preparation with the annual fees for Said services not to exceed $5,000. The University will also pay maintenance requirements at your home related to University entertainment, and/or professional association and club membership fees in an amount not to exceed a total of $3,000 per annum. To the extent that you do not utilize these benefits, the cash value of the benefits could be transferred in your name to the University Endowment Fund to be used for University purposes designated by you when you leave your position. You will be entitled to six weeks of professional development leave during the term of this contract. Each year during the term'of this contract commencing on July 1, 2010 you will continue'to accumulate one year of 50% tuition benefit for each child. This benefit can only be used for tuition at St. Francis Xavier University (subject to the exception provided immediately below), and will be available notwithstanding the fact that you may no longer be employed by the University. The dollar value of 50% tuition will be determined by tuition rates at the time the bene?t is used. You will be entitled to apply the accumulated tuition benefit as you see fit among your children, i.e. you can weight that benefit among the children. For example, in the case that one child has earned a scholarship, your benefit could be assigned more heavily to another child. The exception to the requirement that the benefit can only be used for tuition at St. Francis Xavier University is that you will be entitled to assign up- to 50% of the total benefits accrued in each year of this contract in the form of a payment to your. child or to an alternative Canadian university for tuition fees incurred by a child. Such assignment will take the form and method required under Canada Revenue Agency guidelines This provision is to provide for the possibility that one or more of your children may be unable to study at St. Francls Xavier University because a particular program is not offered at St. Francis Xavier University. You and your family will be entitled to a lifetime membership to the sports facilities of the University to honor your first decade as President as recognized at the President?s Club Dinner in June 2006. You Will be entitled to an annual vacation of five weeks. 17. A. in the event that your employment with the University is severed without cause during the period of this contract (Le. before June 30, 2015), you shall be entitled to the a following (all assessed as at your date of termination of employment); your Plan benefits (paid in accordance with the terms of the Plan) lump sum amount equal to your DC SERP notional account value payable in accordance with the terms of the DC SERP Employment Contract Dr. Sean E. Riley, President Page 5 (cl the value of your banked administrative leave; and an amount equivalent to the total of: one year of existing base salary, plus an amount equal to the bonus paid to you In the previous year, plus an amount equivalent to the amount the University contributed to the DC Pension Plan in the previous year. in the event that you complete the entire term of this contract ending on June 30, 2015 and your employment with the University is not renewed, you shall be entitled to: lal (bi (cl your Plan benefits {paid in accordance with the terms of the Plan) a 'lump sum amount equal to your DC SERP notional account value payable in accordancewith the terms of the DC SERP the value of your banked administrative leave; and a onetime payment equivalent to the total of: six months of existing base salary, plus an amount equal to one half of the bonus paid to you in the previous year, an amount equivalent to one half of the amount the University contributed to the DC Pension Plan in the previous year. in the event that you complete the three years of the term of this contract ending on June 30, 2015 and your employment with the University is not renewed, you shall be entitled to: [bi (C) (60 your Plan bene?ts [paid in accordance with the terms of the Plan) a lump sum amount equal to your DC SERP notional account value payable in accordance with the terms of the DC SERP the value of your banked administrative leave; and a one time payment equivalent to the total of: three months of existing base salary, plus an amount equal to one quarter of the bonus paid to you in the previous year, plus Employment Contract Dr. Sean E. Riley, President Page 6 . an amount equivalent to one quarter of the amount the UniverSIty contributed to the Dc Pension Plan In the previous year. D. in the event that you voluntarily terminate your employment and do not complete the term of this contract up to and including June 30, 2015, then you would not be entitled to any payment from the University, other than your Plan benefits (paid in accordance with the terms of the Plan), amounts payable under the terms of the DC SERP and the value of any banked administrative leave. E. In the event of your death, your estate shall be entitled to your Plan benefits [paid In accordance with the terms of the Plan), amounts payable under the terms of the DC SERP and the value of any banked administrative leave. Without any prejudice and additional cost to It, the University will make Its best effort to structure payment to th e, estate in a tax efficient manner. F. In all of the events described in A, B, and D, you will always retain the accumulated tuition credits mentioned herein. 6. You hereby acknowledge that the total amount referred to in the preceding paragraphs in A, B, or as the case may be, would be inclusive of any amounts owing to you pursuant to this contract, at common law or pursuant to statute upon the termination of your employment. 18. Should you decide not to complete the full term of this contract (Le. July 1, 2010 -iune 30, 2015), the University would expect and require reasonable advance notice of your Intention to leave the University so that the University will have time to select a. replacement. .You therefore agree to provide as much advance notice as possible. 19. Should you remain or return to the local community later In your career or in retirement, the University would make available to you an office and basic University services equivalent to? a University full time faculty member. This Is in light of your stated desire to be of use to the University later on. Any more specific decisions In that regard would, of course, be taken at the appropriate time by the existing administration or the Board. 20. On completion of your term as President you have the option to exercise your tenure as a full professor at top of scale In the Department of Political Science, as granted in 1996. Given that you will have earned a full year administrative leave at the end of your term as President, and that you have Indicated you may wish to pursue other activities of benefit to the University for a period immediately, following completion of your term, and In recognition of your long service as President, the University hereby entitles you to take up to five years of unpaid leave of absence, without affecting your right to exercise this clause. Should you exercise your rights under this clause, you will become a member of the Association of' University Teachers and abide by all terms and conditions required of members under the collective agreement then in force. Employment Contract Dr. Sean E. Riley, President Page 7 21. Your salary and bonus will be reviewed ann Committee, in consultation with the Executive understand that increases in compensation may be subject to externa control of the Executive Committee, the Board of Governors or the University. ualiy by the Chairman of the Executive Compensation Sub-Committee. You factors beyond the t, and to confirm agreements and both copies of To confirm your acceptance of the above terms and conditions of empl'oymen that this employment contract cancels and replaces all previous contracts, arrangements between you and the University, would you kindly return to this letter, signed and dated. Once again, on behalf of the Board of Governors, let me express my sincere appreciation for all of the hard work and dedication you have provided to the University. We look forward to your ongoing stevvardship in the exciting and challenging times ahead, Yours very truly, Ninth Honourable Frank McKenna Chairman of the Board of Governors St. Francis Xavier Unversity 5 Dr. Sean E. Riley Date