Gvi Security Solutions Inc – ‘10-K’ for 12/31/96 – EX-10.9

As of:  Monday, 3/31/97   ·   For:  12/31/96   ·   Accession #:  950146-97-471   ·   File #:  0-21295

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         59    274K 
 2: EX-10.9     Letter to Phillip                                      2      9K 
 3: EX-11.1     Statement of Computation of Net Loss                   1      4K 
 4: EX-27       Financial Data Schedule                                1      6K 

EX-10.9   —   Letter to Phillip

EX-10.9
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[KNOLLL CAPITAL MANAGEMENT LETTERHEAD]                                          

November 14, 1996                                                               

Phillip F. Whalen, Jr.                                                          
Post Office Box 7507                                                            
Menlo Park, California 94026-7507                                               

Dear Phillip:                                                                   

I would like to extend an offer to you to join Thinking Tools Inc. as 
President, Chief Executive Officer (CEO) and Director reporting to the Board of 
Directors.                                                                      

Your compensation will include:                                       

[bullet] a salary of $175,000 per year plus a bonus (a minimum of $75,000 if    
      you meet your target) to be determined by the compensation committee
        of the Board once your formal business plan for 1997 has been approved

[bullet] the benefits available to all other employees of Thinking Tools        

[bullet] an option under the company's ISO plan to purchase 230,000 shares (in  
        the ISO plan) at $7.65 per share, vesting over three years (1/3 on the
first anniversary of employment and monthly thereafter)       

[bullet] an option to purchase 150,000 shares (outside of the ISO plan) at $9 a 
     share, such option available only if and when the stock reaches $20
     per share for 20-consecutive trading days or after three years from
   the date of employment. In addition, an option to purchase 50,000
      shares at $9 when the stock reaches $30 per share for 20-consecutive
trading days or after three years from the date of employment.

     Both options are subject to a two-year lockup from the day of employment by
Barington Capital and will vest immediately upon the sale of the company. Pari  
passu registration rights to Thinking Technologies, L.P. and John Hiles combined
will be offered subject to underwriter cutbacks in the event of a secondary     
offer.                                                                          

EX-10.9
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  All options not exercised expire upon termination of employment.

[bullet] a severance package of 6-month's salary and insurance coverage in the  
      event that you get dismissed from your position for any reason other
     then cause. You will have 30 days to exercise any vested options at
the time of termination.                                      

     If this offer is acceptable to you, please sign below. Formal documentation
will follow.                                                                    

    I am extremely positive about your involvement with Thinking Tools. I look
forward to working with you and John as partners in building a long-term        
successful enterprise.                                                          

Your truly,                                                                     

/s/ Fred Knoll                                                                  
Fred Knoll                                                                      

cc: John Hiles                                                                  
Carl Kleidman                                                           
Susan Zelezny                                                           
Tom Kelley                                                              

ACCEPTED AND AGREED TO:                                                         

by: /s/ Phillip F. Whalen, Jr.                                                  
Phillip F. Whalen, Jr.                                                  
November 14, 1996                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/97							10QSB
For Period End:		12/31/96
		11/14/96		1		2
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