EMPLOYMENT CONTRACT

THIS AGREEMENT is made as of November 24, 2014

BETWEEN

ROSS MEMORIAL HOSPITAL (the “Hospital”)

-and-

DR. ALBERT LAUWERS (the “Executive”)

WHEREAS the Hospital wishes to employ the Executive as President and Chief
Executive Officer and the Executive wishes to be employed by the Hospital in that
capacity and upon the terms set forth in this agreement;

THEREFORE IN CONSIDERATION of the respective promises and covenants

contained herein the parties agree as follows:

1. Appointment and Responsibilities

1.1 In accordance with the terms and conditions of this Agreement, the Hospital
hereby agrees to appoint and employ the Executive as Chief Executive Officer of
the Hospital, and the Executive hereby accepts such appointment and
employment with the Hospital.

1.2 The Executive shall perform, to the best of his ability, the responsibilities of this
position as set out in the job description, attached as Schedule A and as may be
amended from time to time, policies, procedures, bylaws, and as requested by
the Board of Governors.

1.3 The Executive agrees to perform his duties and exercise such powers as may be
prescribed or specified from time to time by the Board of the Directors of the
Hospital (the “Board”), as communicated to the Executive through the Chair of the
Board or such alternate as designated by the Board.

1.4 Subject to Section 1.5 below, the Executive agrees to devote his full business
time and attention to the business of the Hospital. The Executive shall not engage
in any other business or occupation of a permanent, temporary, or part-time
nature, directly or indirectly, except with the permission of the Hospital. The
Executive shall fully disclose all relevant matters to the Hospital.

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1.5 The Executive is entitled to continue to practice medicine on an occasional basis
to maintain his clinical skills and to provide an enhanced perspective of the
quality of the clinical services provided by the Hospital. The Executive shall
provide the Board Executive with quarterly written notice of the aggregate time
spent by the Executive on such clinical activities and the Board Executive may
require that the Executive decrease such activities if the activities are perceived
to be detracting from the Executive’s performance. The Executive’s current level
of clinical activity is acceptable (i.e. four hours per week).

1.6 The Hospital agrees not to substantially alter the responsibilities of the position
without the written consent of the Executive.

2. COMPENSATION

2.1 The Hospital shall pay the Executive an annual salary of $270,500 per annum,
less deductions required by law, which shall be payable in accordance with the
Hospital’s usual payroll practices.

In addition, the Executive may receive a performance-based payment of up to

$10,000 based on his achievement of the performance targets established in the
Hospital’s annual Quality Improvement Plan and, if applicable, other performance
objectives as agreed to by the parties on an annual basis.

2.2 The Hospital shall conduct a formal written performance review at the end of the
first year, and every two years thereafter with an informal verbal review in the
intervening years. All reviews will be conducted against annual objectives
mutually agreeable to the Executive and the Hospital.

2.3 Future salary increases are subject to annual review at the discretion of the
Board of Governors; any such increases will take place effective April 1st of each
year of the Executive’s employment at the Hospital. Any increases are subject to
applicable legislation.

2.4 Compensation increases shall reflect the executive compensation strategy

adopted by the Board of Governors in May 2011, subject to applicable legislation.

3. BENEFITS

3.1 The Executive shall participate in the benefit plans as provided by the Hospital,
according to the policies that are in place for non-union employees except as
amended by this Agreement.

3.2 The Executive shall be entitled to an annual health benefit account in the amount
of $2,500 in order to access health benefits in accordance with the Hospital’s
insured health benefit plan, and shall receive additional life insurance benefits in
the amount of the Executive’s annual salary.

3.3 In the event the Executive becomes disabled and qualifies for benefits in
accordance with the Hospital’s short term disability policy, the Hospital will pay
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 the Executive his full salary and other benefits (“Compensation”) provided in the
Agreement until such time as the Executive qualifies and receives Long Term
Disability (“LTD”) benefits, but in no event shall the Hospital pay Compensation
longer than ten (10) months from the commencement of the Executive’s short
term disability leave. Upon commencement of receipt of LTD benefits, any
resulting overpayment to the Executive by the Hospital will be forthwith
reimbursed to the Hospital by the Executive.

3.4 Vacation. The executive shall be entitled to five weeks vacation in accordance
with the current Hospital policy governing management staff.

3.4.1 Such vacation shall be taken at such times that are determined to be
mutually convenient to the Hospital and to the Executive.

3.4.2 It is agreed that the Executive is required to take a minimum of four (4)
weeks’ vacation each year.

3.4.3 Subject to 3.4.4, a maximum of one (1) week of unused vacation time from
each year may be carried forward into the next vacation year.

3.4.4 Vacation time accumulated under this agreement may not exceed 7 weeks
and as such, vacation time paid out on the expiry of this contract or
termination of the employment of the Executive by the Hospital shall not
exceed the maximum of 7 weeks accumulated under this agreement, plus
any vacation time unused by the Executive in the year of
termination/resignation.

3.5 Residency. The Executive shall maintain a permanent residence within the City
of Kawartha Lakes.

3.6 Professional Dues and Memberships: During the term of this agreement, the
Hospital will:

3.6.1 reimburse the Executive for all reasonable travel and general expenses
incurred by him in fulfillment of his responsibilities and the business of the
Hospital;

3.6.2 pay the registration fees and any reasonable costs incurred by the
Executive when attending conferences, seminars, or similar meetings on
behalf of the Hospital;

3.6.3 pay the Executive’s annual membership fees for any one service
organization provided that the Board determines that such membership is
beneficial to the Hospital and Executive in the furtherance of his duties;
and

3.6.4 pay the Executive’s annual professional fees for up to two professional
memberships as approved by the Board Executive.

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3.7 The Executive agrees to furnish the Hospital with reasonable supporting
documentation pertinent to the fees and expenses listed above, for accounting
purposes. The Executive agrees to obtain the approval of the Chair of the
Hospital Board for reimbursement of the expenses referred to above. Expenses
related to items in Section 3.6 will be included in the Hospital’s annual operating
budget.

3.8 The Hospital shall post the reimbursed expenses of the Executive in accordance
with the requirements of the Broader Public Sector Accountability Act.

4. AUTHORITY

The Executive shall have, subject to the instructions of the Hospital, authority to
manage those areas covered by the duties of the Executive, including authority
to enter into contracts or commitments on behalf of the Hospital, and to employ
and to dismiss all other Executives and agents of the Hospital.

5. TERM OF EMPLOYMENT

5.1 The appointment commences on January 1, 2015, and shall continue until
terminated in accordance with this Agreement.

6. TERMINATION

6.1 The Agreement and the Executive’s employment may be terminated in the
following manner:

6.1.1 By the Executive, at any time, for any reason, upon giving no less than six
(6) months’ written notice to the Hospital. Notwithstanding the foregoing
prescribed notice period, the Executive may request a shorter notice
period and, if an effective transition plan is presented by the Executive and
agreed to by the Board of Governors, the Hospital shall not unreasonably
withhold agreement to waive the prescribed notice, whether in whole or in
part. The Executive's resignation is effective immediately upon
Executive’s delivery of the prescribed notice or the mutually agreed upon
shorter notice, as applicable (the “Executive’s Notice”). The Hospital
shall continue to pay the Executive’s salary and benefits for the period
stipulated in the Executive’s Notice.

6.1.2 By the Hospital, in its absolute discretion, without any notice or payment if
there is just cause for the termination. Such action shall require a majority
vote of the entire Board. In such case, there shall be no compensation or
payment, save for any remuneration earned prior to the date of
termination.

6.1.3 By the Hospital, where there is no just cause; such action shall require a
majority vote of the entire Board. After such termination, all rights, duties
and obligations of both parties shall cease, except that the Hospital shall
continue to pay the Executive his salary and benefits as permitted by
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 HOODIP, as follows: (a) for the month in which his duties were
terminated; (b) for twelve (12) months thereafter if the Executive’s
employment is terminated within the first year of his employment with the
Hospital as Executive; and (c) an additional one month for each additional
year of completed service after his first year of employment with the
Hospital as Executive, up to a maximum of twelve (12) additional months.
The period of time covered under item (b), and (c) where applicable, is
understood to be the “Salary Continuance Period”. For greater certainty,
the maximum Salary Continuance Period shall be twenty-four (24) months.
If, however, the Executive commences comparable full-time employment
(as defined in Section 6.1.7) prior to the end of the Salary Continuance
Period, then the Executive shall receive, by way of salary continuance or
lump sum at the discretion of the Hospital, 50% of the amount to be paid
out in monthly salary and benefits for the remainder of the Salary
Continuance Period and the Hospital shall have no further obligations to
the Executive under this Section 6.1.3. It is intended by the parties that
the Executive will use his best efforts to obtain comparable full-time
employment following termination.

6.1.3.1 The salary and benefits are inclusive of any entitlements to

notice and /or severance pay under the Employment Standards
Act or equivalent legislation;

6.1.3.2 Benefits during this termination period and under Article 6.1.1
shall not include further accumulation of vacation, subject to
any requirements under the Employment Standards Act, 2000,
but shall include continued participation and contributions to
any applicable pension plan;

6.1.3.3 Any outstanding vacation for which the Executive is entitled at

the date of termination will be paid;

6.1.3.4 If the Executive elects to receive a lump sum payment for

benefits during the notice period in an amount equal to the
amount that the Hospital would have paid to maintain the
benefits during the notice period, the Executive specifically
agrees to waive any entitlement to short and long term
disability coverage following termination of this Agreement
without notice, subject to statutory conditions, and agrees to
release the Hospital from any claims related to disability
coverage or benefits during the notice period.

6.1.3.5 The Hospital shall also provide, under Termination without

Cause, relocation and employment counseling to a maximum
value of $5,000.

6.1.4 If at any time, due to the establishment of an alternative governance or

corporate structure, the Executive is no longer responsible as or
performing the duties of President and Chief Executive Officer, the

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 Executive, at his discretion, may invoke the provisions of Section 6.1.3
by giving written notice to the Chairperson of the Board of Governors.
The compensation that might otherwise be payable under Article 6.1.3
shall not be paid if the Executive is offered comparable full-time
employment (as defined in Section 6.1.7) in the alternative governance
and or corporate structure.

6.1.5 Any notice given to the Hospital shall be sufficiently given if delivered
in person, or of sent by pre-paid registered mail to the Hospital at 10
Angeline Street North, Lindsay, Ontario, K9V 4M8; or to the Executive
at the last address provided by him to the Hospital.

6.1.6 The Agreement shall end without notice upon the death or permanent
long term disability of the Executive.

6.1.7 “Comparable full-time employment” means employment which pays a

salary at least equivalent to 90% of the salary last applicable to the
Executive in his position at the Hospital. For clarity, the Executive
acknowledges that the resumption of his practice of family medicine
shall be considered “employment” for the purposes of this definition

7. EMPLOYER’S PROPERTY

The Executive acknowledges that all items of any and every nature or kind
created or used by the Executive, pursuant to the Executive’s employment under
this Agreement, or furnished by the Hospital to the Executive, and all equipment,
credit cards, books, records, reports, files, discs, manuals, literature, confidential
information or other materials, shall remain and be considered the exclusive
property of the Hospital at all times, and shall be surrendered to the Hospital
upon the request of the Hospital, or, in the absence of a request, on the
cessation, termination, or ending of the Executive’s employment with the
Hospital.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes and restates all prior
agreements, understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, relating to the subject matter
hereof except as herein provided.

9. AMENDMENTS

No amendments are effective unless they are in writing and signed by both
parties.

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10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the laws of Canada as applicable.

11. SEVERABILITY

If any provision of this Agreement is invalid, illegal or unenforceable, it will not

impact on any other provision.

12. ENUREMENT

12.1 The Executive may not assign, pledge or encumber the Executive’s interest in
this agreement, nor assign any of the rights or duties of the Executive under this
agreement without prior written consent of the Hospital.

12.2 This Agreement shall be binding on and enure to the benefit of the successors
and assigns of the Hospital and the heirs, executors, personal legal
representatives and permitted assigns of the Executive.

13. LEGAL ADVICE / ACKNOWLEDGEMENT

The Executive hereby represents and warrants to the Hospital and acknowledges
and agrees that he had the opportunity to seek, and was not prevented nor
discouraged by the Hospital from seeking, independent legal advice prior to the
execution and delivery of this Agreement and that, in the event that he did not
avail himself of that opportunity prior to signing this Agreement, he did so
voluntarily without any undue pressure and agrees that his failure to obtain
independent legal advice shall not be used by him as a defence to the
enforcement of his obligations under this Agreement.
The Executive acknowledges receipt of a copy of this Agreement duly executed
by the Hospital.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
day, month and year first written above.

ROSS MEMORIAL HOSPITAL

Per___________________________________
Name: Karissa Ward
Title: Chairperson, Board of Governors
I have authority to bind the Hospital

The Executive:

_______________________ ___________________________________
Witness: Dr. Albert Lauwers