EXHIBIT 10.5.8.3
AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT BETWEEN INTERNATIONAL VERIFACT
INC.,
LBT INVESTMENTS, INC. AND L. XXXXX XXXXXXX DATED AS OF JANUARY 25, 1998
AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT
B E T W E E N :
INTERNATIONAL VERIFACT INC., a corporation incorporated under the
laws of Canada,
(hereinafter referred to as the "Corporation")
OF THE FIRST PART,
- and -
LBT INVESTMENTS INC., a corporation incorporated pursuant to the
laws of Ontario,
(hereinafter referred to as the "Manager")
OF THE SECOND PART,
- and -
L. XXXXX XXXXXXX, of the Town of Oakville, Province of Ontario,
(hereinafter referred to as "THOMSON")
OF THE THIRD PART.
WHEREAS the parties hereto entered into a management services agreement as
of the 8th day of May, 1996, which was subsequently amended by agreements in
writing dated the 1st day of October, 1996 and the 30th day of July, 1997
(collectively the "AGREEMENT");
AND WHEREAS the Corporation, IVI Checkmate Corp., Checkmate Electronics,
Inc. and Future Merger Corporation have entered into a combination agreement
dated January 16, 1998 (the "COMBINATION AGREEMENT") which provides, INTER ALIA,
that Thomson will be the President and Chief Executive Officer of Newco and
Chief Executive Officer of the Surviving Corporation as at and from the
Effective Time on the Effective Date (as such terms are defined in the
Combination Agreement) upon such terms as are summarized in Exhibit H to the
Combination Agreement;
AND WHEREAS Thomson shall continue as President and Chief Executive Officer
of the Corporation;
AND WHEREAS the parties hereto wish to amend the Agreement and to reflect
the intention and agreement of the parties with respect to the provision of
Thomson by the Manager to Newco and the Surviving Corporation from and after the
Effective Time on the Effective Date as contemplated by the Combination
Agreement and as President and Chief Executive Officer of the Corporation;
NOW THEREFORE in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth (the receipt and sufficiency of which is
hereby acknowledged) and for other good and valuable consideration, the parties
agree as follows:
1. Paragraph 4(a) of the Agreement is amended by changing the amount of the
annual management fee of Cdn.$250,000 to Cdn.$275,000 effective as at and from
January 1, 1998.
2. The parties hereto agree that they shall take such steps as may be
required to ensure that upon the completion of the transactions contemplated by
the Combination Agreement from and after the Effective Time on the Effective
Date the Agreement shall be amended to provide that:
(a) Paragraphs 1(a) and 1(b) shall be deleted form the Agreement.
(b) The annual management fee referred to in paragraph 4(a) of the
Agreement shall be a minimum of U.S. $275,000 for the calendar year 1998,
U.S. $300,000 for the calendar year 1999 and U.S. $335,000 for the calendar
year 2000. The annual management fee may be such higher amount as may be
agreed by the Manager and the Corporation (or one of its affiliates, as the
case may be). During and after the calendar year 2001, the annual a
management fee shall be as agreed by the Manager and the Corporation (or one
of its affiliates, as the case may be).
(c) The minimum annual performance bonus payable pursuant to Paragraph
4(b) of the Agreement shall be not less than U.S. $50,000.
(d) Thomson will be entitled to stock options having no less value and
terms than the options granted to any other employee, officer or director of
Newco or any of its affiliates.
(e) Paragraph 7(b) shall be amended by deleting the words "and
subsection 7(c) does not apply" from the second line thereof and
subparagraphs 7(b)(i)(ii) and (iii) of the Agreement shall be amended by
deleting the first word, "two", in each subsection and inserting the word
"three" therefor.
(f) Paragraph 7(c) shall be deleted from the Agreement.
3. In all other respects the Agreement be and the same is hereby confirmed.
4. All signatures of the parties to this Agreement may be transmitted by
facsimile and each such facsimile shall for all purposes be deemed to be the
original signature of the person whose signature it reproduces and shall be
binding upon that person and on the party on whose behalf that person signed.
5. This Agreement may be executed in one or more counterparts, each of which
so executed shall constitute an original and all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
date first written above.
INTERNATIONAL VERIFACT INC.
Per: /s/ XXXXX XXXXX
-----------------------------------------
Xxxxx Xxxxx,
DIRECTOR AND MEMBER OF THE COMPENSATION
COMMITTEE
Per: /s/ XXXXXX XXXXXXX
-----------------------------------------
Xxxxxx Xxxxxxx,
CHAIRMAN OF THE BOARD
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LBT INVESTMENTS INC.
Per: /s/ L. XXXXX XXXXXXX
-----------------------------------------
L. Xxxxx Xxxxxxx
Per: /s/ L. XXXXX XXXXXXX
-----------------------------------------
L. Xxxxx Xxxxxxx
/s/ P.A. XXXXXXX
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P.A. Xxxxxxx
WITNESS
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