Found This In Annual Mgt Info CircularI'm not able to get a working link, it's on sedar.com dated 3/20/2009, as is the Annual Information Form:
Key Employee Incentive Compensation Plan
On January 14, 2005, the Board approved a Key Employee Incentive Compensation Plan (the “Incentive Plan”) which provides for up to 10 key employee positions of the Company, including the NEOs, to be eligible to share in an incentive payment equal to 5% of the value of the gross aggregate proceeds paid pursuant to and upon a Sale Transaction. A Sale Transaction is defined under the Incentive Plan as (a) any sale or exchange of the Common Shares (other than from the Company’s treasury), or any merger, take-over bid, exchange offer, amalgamation, business combination or similar transaction which, in any such case, results in the holders of the Common Shares immediately before the consummation of such transaction holding less than 50.1% of the Common Shares or securities of any successor entity outstanding immediately following the consummation of the transaction; or (b) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets, rights or properties of the Company and/or any of its subsidiaries on a consolidated basis to any other person or entity, save and except where it involves a disposition to a wholly-owned subsidiary of the Company in the course of a reorganization of the assets of the Company and its subsidiaries.
New topic: The JL Albright Venture (Vulture?!?) Fund owns 17% as of the date of the Circular. Is he still a director?
Another New Topic: Sirit does not reprice prior option grants. Other terms of prior option grants may be revised based on special or unique circumstances with Board consideration and approval in accordance with the terms of the Stock Option Plan for Key Persons of Sirit Inc. This did not occur in 2008.
Another New Topic: Dawalibi Employment Agreement
Pursuant to the Dawalibi Employment Agreement, if the Company wishes to terminate Mr. Dawalibi for any reason other than for cause, including a change in control, disability or death, the Company is required to pay on the termination date, a lump sum amount equal to the current base salary, presently $380,000, plus Company standard benefits for a twelve month period from the date of notice, plus an additional month of base salary for each complete year of service after June 1, 2005 to a maximum of 24 months plus a sum equivalent to a 50% of base salary bonus pro-rated for the percentage of the year worked as of the date of termination. Any granted but unvested options will immediately vest and the exercise period will be one year from date of termination.
For information purposes only, had Mr. Dawalibi been terminated other than for cause or if there was a change in control on December 31, 2008, Mr. Dawalibi would have been entitled to a severance payment of $665,000 plus Company standard benefits coverage for a further twelve month period. In addition, the value of the immediately vested options on December 31, 2008 would have been $5,700.
The other key employees would get a bonus payment also in a buyout, but nowhere near as big as Dawalibi.
PS: the company is chartered in the Yukon--their rules may affect your plans.