EXHIBIT 10.5.7.1
ACKNOWLEDGEMENT AND AMENDING AGREEMENT DATED FEBRUARY 25, 1998, BETWEEN
INTERNATIONAL VERIFACT INC. AND XXXXXX XXXXXXX
THIS ACKNOWLEDGMENT AND AMENDING AGREEMENT is made as of the 25th day of
February, 1998.
B E T W E E N :
INTERNATIONAL VERIFACT INC.
(hereinafter referred to as the "CORPORATION")
OF THE FIRST PART,
-and -
XXXXXX XXXXXXX
(hereinafter referred to as the "EXECUTIVE")
OF THE SECOND PART.
WHEREAS the parties hereto are parties to an amended and restated employment
agreement made as of March 15, 1996 (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");
AND WHEREAS the parties hereto wish to enter into this acknowledgment and to
amend the Agreement in the manner hereinafter set forth;
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. (a) The parties hereto acknowledge and agree that notwithstanding the
definition of "Change of Control" as set forth in Section 1(a) of the
Agreement a Change of Control will occur upon the completion of the
transactions contemplated by the Combination Agreement (the "COMBINATION
AGREEMENT CLOSING") so that if the Executive's employment is terminated
within one (1) year of the Combination Agreement Closing, the Executive
will be entitled to receive the severance payments provided for in
Section 8(b) of the Agreement.
(b) Section 1(a) of the Agreement be and the same is hereby amended by
deleting the word "both" at the end of the first line thereof so that the
introductory words of Section 1(a) will read: "Change of Control" means
the occurrence of:".
2. Section 1(a) of the Agreement be and the same is amended by deleting the word
"and" at the end of subsection 1(a)(i) thereof and inserting the word "or" in
its place and stead.
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/ L. XXXXX XXXXXXX
-----------------------------------------
L. Xxxxx Xxxxxxx
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/ /s/ XXXXXX XXXXXXX
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Witness XXXXXX XXXXXXX
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