Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Year Ended March 31, 1997 48 267K
2: EX-3.5 Articles of Incorporation/Organization or By-Laws 1 6K
3: EX-10.11 Material Contract 2± 11K
4: EX-10.12 Material Contract 2 10K
5: EX-10.13 Material Contract 7 31K
6: EX-10.14 Material Contract 7 32K
7: EX-10.15 Material Contract 2 10K
8: EX-21 Subsidiaries of the Registrant 2± 9K
9: EX-23 Consent of Experts or Counsel 1 6K
EX-10.15 — Material Contract
| EX-10.15 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Gandalf Technologies Inc.
130 Colonnade Road South
Nepean, Ontario K2E 7M4
Canada
Telephone: (613) 274-6500
Facsimile: (613) 274-6501
WEB URL: http://www.gandalf.ca
PERSONAL & CONFIDENTIAL
April 2, 1997
Richard D. Busto
President and Chief Executive Officer,
130 Colonnade Road South,
Nepean, Ontario K2E 7M4
Dear Dick,
RE: RETENTION BONUS
--------------------
As you know, Gandalf has engaged the services of JP Morgan to identify and enter
into discussion with potential strategic partners or investors. These
discussions, if successful, could result in a transaction to sell or merge
Gandalf with a third party.
It is my belief that, in order to successfully complete that process, as well as
to continue to operate the company in the interim, you are, and continue to be,
an important and necessary member of the senior executive team. For that reason,
I am extending to you an opportunity to become eligible to receive a retention
bonus of up to $375,000 US, in exchange for your commitment to Gandalf.
Upon a change of control, the 750,000 options which were granted to you on your
appointment as President and CEO of the company will accelerate and become
immediately exercisable. The exercise price of those options is $3.90 US. The
actual amount of the bonus for which you are eligible will be the difference
between the benefit derived upon the exercise of those options and $375,000 US.
To be eligible to receive the retention bonus, you must continue to be employed
by Gandalf at the time of the change of control of the company and you
must continue to meet or exceed all requirements of your job. In order
for the company to comply with its reporting requirements under applicable
securities legislation, it may become necessary for the company to disclose
this retention bonus arrangement in its public filings. Until such disclosure,
if required, is made by the company, it is also a prerequisite that you keep
the arrangement that is being offered to you, and its terms, strictly
confidential and that you not reveal same to anyone except family members,
your legal and financial advisors. Specifically, you are not to
communicate or discuss the retention bonus opportunity, directly or
indirectly, with employees or former employees of Gandalf. Failure to comply
with each of these requirements will result in disqualification from
eligibility for the retention bonus.
The retention bonus is not earned until the conditions set out above have been
satisfied. When earned, the retention bonus will be paid in lump sum within two
months of the date of change of control. If a transaction to sell or merge
Gandalf with a third party is not completed within one year of the date of this
letter, the retention bonus opportunity will automatically terminate.
Please indicate your acknowledgment of this opportunity and agreement to its
terms by signing the enclosed duplicate copy of this letter, and returning it to
me at your earliest opportunity.
I look forward to continuing to work with you.
s/JOHN F. GAMBA
--------------------
John F. Gamba
Chairman of the Board
Acknowledge and Agreed
s/RICHARD D. BUSTO
------------------
Richard D. Busto
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/30/97 | | | | | | | None on these Dates |
| | 4/2/97 | | 1 |
| For Period End: | | 3/31/97 |
| List all Filings |
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