Employment Agreement Between Catherine D. Brown (the “CEO”) And The Ontario Association of Community Care Access Centres (the “OACCAC”) This Agreement sets out the terms and conditions of employment for the CEO in the position of Chief Executive Officer effective January 13, 2014 with the Ontario Association of Community Care Access Centres (“OACCAC”). 1. Scope of Work As the Chief Executive Officer of the OACCAC, you will perform such duties as outlined in the Position Profile or any subsequent Job Description as well as the Policies of the OACCAC and its Board, and exercise such powers related to this position as the Chair, Board of Directors of the OACCAC may assign to you from time to time. 2. Term of Employment The CEO will commence employment on January 13, 2014 (the “Commencement Date”) and the appointment is for a five year term (i.e. until January 12, 2019) at which time it shall expire subject to renewal or earlier termination in accordance with this Employment Agreement. 3. Place of Employment The CEO will perform the work and services for the OACCAC, out of the offices at 130 Bloor Street West, 2nd floor, Toronto or wherever the office is relocated in the City of Toronto. The CEO will be required to travel occasionally in the Province of Ontario as part of your duties. 4. Work Schedule and Salary The CEO will be paid a base salary of $293,000 per annum. The salary will be paid on the OACCAC’s regular pay periods. In accordance with the OACCAC Board Policy: Provide for Excellent Management NUMBER: II-4 CHIEF EXECUTIVE OFFICER PERFORMANCE MANAGEMENT AND EVALUATION, the Board of Directors will establish performance objectives and measures Employment Agreement – OACCAC and Catherine D. Brown by June 30 of each year for the effective management and operation of the OACCAC. Achievement of the performance objectives and measures will be reviewed by the Board of Directors following the end of each fiscal year. Successful achievement of the performance measures will result in movement along the pay band of up to 5% until the maximum of the pay band is reached. The effective date of any increase will be April 1. In addition, the Board of Directors will set performance objectives and ‘stretch’ targets for the achievement of strategic priorities in support of the CCACs. Based on the assessment of the Board of Directors, a performance based one-time lump sum of an additional 0 – 10% may be awarded on an annual basis. 5. Benefits The CEO will participate in the OACCAC’s insured benefits plan and the HealthCare of Ontario Pension Plan (HOOPP). The CEO will be entitled to six weeks’ vacation and sick leave and paid holidays in accordance with the OACCAC policy in effect at the time. 6. Service The CEO’s service date for the purposes of benefits and other entitlements is January 13, 2014, the commencement dates as an employee of the OACCAC. 7. Expenses The CEO will be reimbursed for all authorized and reasonable travelling and other outof-pocket expenses actually and properly incurred in connection with the CEO’s duties under this Employment Agreement and in accordance with the OACCAC’s policies in effect from time to time, including approvals by the Chair, Board of Directors. The CEO will furnish appropriate documentation to evidence all such expenses. Expenses for membership fees and development may be approved in accordance with the OACCAC policy on development in effect from time to time with the approval of the Chair, Board of Directors. 8. Withholdings All payments made and benefits provided under this Employment Agreement shall be subject to all required and applicable withholdings, deductions and taxes. Employment Agreement – OACCAC and Catherine D. Brown 9. Duties and Responsibilities Unless prevented by ill health or otherwise granted prior written consent by the Board, the CEO will devote all of her working time, attention and ability to the business and affairs of the OACCAC in her capacity as CEO and the CEO shall not be employed by, provide services to, or otherwise be engaged in, any other organization or employment. Notwithstanding the foregoing, it is recognized that it will be a normal and expected part of the CEO’s duties and responsibilities that she may serve as a voluntary member on a board of directors of other related organizations and associations and/or otherwise represent the OACCAC on suitable external task groups and committees, when such activity does not conflict with her roles and responsibilities as CEO of the OACCAC. The CEO will duly and diligently perform all the duties assigned while in the employ of the OACCAC and will truly and faithfully account for and deliver to OACCAC all money, securities and things of value belonging to the OACCAC that the CEO may from time to time receive for, from or on account of the OACCAC. The CEO will perform the duties and responsibilities assigned to you in an efficient and competent manner and will devote your skills and best efforts to the business affairs of the OACCAC. 10. Policies and Procedures The CEO will be bound by and will faithfully observe and abide by all the rules, regulations, policies and procedures of the OACCAC Board of Directors and the OACCAC organization in force from time to time which are brought to your notice or of which you should reasonably be aware. The CEO will at all times uphold the highest standards of conduct and fiscal practices expected of broader public sector organizations. 11. Contract Renewal This contract can be renewed upon the agreement of both parties, such agreement to be reached prior to the end of the agreement, if applicable. 12. Termination by the OACCAC for Cause The OACCAC may terminate your employment at any time for cause without payment of any compensation either by way of anticipated earnings or damages of any kind whatsoever. Employment Agreement – OACCAC and Catherine D. Brown 13. Termination by the OACCAC Without Cause The OACCAC may terminate your employment at any time without cause upon giving you: Severance (Termination without Cause): (a) Six (6) months’ notice, salary or combination thereof; plus (b) An additional one (1) month of notice, salary or combination thereof for each completed year of service with the OACCAC to a maximum of six (6) months’ notice, pay or combination thereof; Total entitlement (including both (a) & (b) above) shall not exceed a “cap” of twelve (12) months’ notice, salary or combination thereof. 14. Termination by the CEO on Notice The CEO may terminate her employment upon the giving of 60 working days written notice to the OACCAC. The OACCAC may waive the notice period by paying to the CEO an amount equivalent to the salary you would have received during the notice period. The CEO agrees that such waiver by the OACCAC does not constitute a termination of your employment by the OACCAC. 15. Non-Solicitation The CEO agrees that she will not, without the prior consent of the OACCAC, during employment under this Agreement or at any time for a period of 6 months following the termination of her employment for whatever reason with or without cause, either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or in any other manner whatsoever on her own behalf or on behalf of anyone competing or endeavouring to compete with the OACCAC: (a) Knowingly induce or endeavour to induce any employee of the OACCAC to leave his or her employment with the OACCAC; (b) Employ or attempt to employ or assist any person to employ any employee of the OACCAC. Employment Agreement – OACCAC and Catherine D. Brown 16. Return of Property Upon any termination of the CEO’s employment under this Employment Agreement, the CEO will at once deliver or cause to be delivered to the OACCAC all books, memorandum, notes, records, reports, computer disks, documents, effects, money, securities or other property belonging to the OACCAC or for which the OACCAC is liable to others, that are in the CEO’s possession, charge, control or custody. The CEO will also return all copies of such items that are in her possession, charge, control or custody. 17. Entire Agreement This Employment Agreement (along with the attached Schedules) constitutes the entire agreement between the CEO and the OACCAC and cancels and supersedes any prior understandings and agreements between the CEO and the OACCAC with respect to the CEO’s employment. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the CEO and the OACCAC other than as expressly set forth in this Employment Agreement and the attached Schedules. 18. Representations The CEO hereby waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise, made by or on behalf of the OACCAC. The CEO acknowledges and represents to the OACCAC that she will not disclose to the OACCAC nor use in the performance of her duties and functions with the OACCAC any confidential materials or property of any third party, including her former employer. The CEO further acknowledges and represents that she is not a party to any agreement with or under any legal obligation to any third party, including her former employer, which conflicts with any of the obligations to the OACCAC under this Employment Agreement. Employment Agreement – OACCAC and Catherine D. Brown 19. Conflict of Interest The CEO shall devote her full attention to the performance of the duties of CEO of the OACCAC and shall not engage in any activity or undertake other responsibilities or positions that conflict or potentially conflict with those duties. The OACCAC shall disclose to the Chair of the Board without delay any circumstances that may be reasonably interpreted as creating a conflict of interest or a potential conflict of interest with the position or duties as CEO. 20. Amendments and Waivers No amendment to this Employment Agreement will be valid or binding unless set forth in writing and duly executed by both the CEO and the OACCAC. No waiver of any breach of any provision of this Employment Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived. 21. Schedules All Schedules attached to this Employment Agreement are incorporated by reference and deemed to be part of this Employment Agreement. 22. Severability If any provision of this Employment 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 Employment Agreement will continue in full force and effect. 23. Copy of Agreement The CEO hereby acknowledges receipt of a copy of this Employment Agreement and the attached Schedules duly signed by the OACCAC. Employment Agreement – OACCAC and Catherine D. Brown The Parties execute this Agreement having read and understood all provisions and agreeing to be fully bound by all of the terms and conditions contained in the Agreement: _________________________________________________ Catherine D. Brown Dated this 6th day of March, 2014 __________________________________________________ Sandra L. Coleman Chair, Board of Directors, OACCAC Dated this 6th day of March, 2014 Employment Agreement – OACCAC and Catherine D. Brown