www.sec.gov/Archives/edgar/data/768374/0001062993-06-00 -
[Cached Version]
Published on: 7/18/2006
Last Visited: 7/19/2006
Guilford H. Brett(1) Chairman and a Director
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Guilford H. Brett (Chairman of the Board and Director): Guilford Brett directs and manages the affairs of the Company.Mr. Brett is also the President and director of Consolidated Pacific Bay Minerals Ltd. and Tone Resources Ltd.Mr. Brett holds a Bachelor of Arts from the University of Washington.Self-taught in Geology, Mr. Brett has been involved in overseeing all aspects of mine and exploration finance, planning and execution for over 40 years.Mr. Brett devotes 30% of his time to the Company's business.
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Except for David H. Brett's relationship as the brother of Leanora B. Homrig and that Guilford Brett is the father of both, there are no family relationships between any other Directors or Senior Management.
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During the most recently completed financial year the directors of the Company did not receive fees for attendance of board meetings or other cash compensation in their capacity as directors, except for Guilford Brett, who, as part of a severance agreement finalized June 1, 2006, receives a fee of $1,000 per month, retroactive to December 1, 2004.See "Item 6.B.,Directors, Senior Management and Employees,Compensation - Termination of Employment, Change in Responsibilities and Employment Contracts".
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The Company does not have a long-term incentive plan ("LTIP") for its directors or officers and, accordingly, no LTIP awards were made to either of David H. Brett or Guilford H. Brett in the most recently completed financial year.
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Guilford H. Brett
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The Company had an employment agreement dated January 1, 1988, as amended (the "Employment Agreement") with Guilford H. Brett that expired on January 1, 2004 and automatically renewed thereafter on an annual basis unless terminated by either of the parties in accordance with the provisions of the Agreement.Under the Employment Agreement Guilford Brett is to receive an annual salary of $90,000, subject to adjustment in accordance with changes in the Consumer Price Index for Canada, together with a car allowance of $600 per month.
Either the Company or Guilford Brett may terminate the Employment Agreement on 12 months' notice.In the event of any such termination by the Company, the Company shall, at the expiration of such 12 month period, pay to Guilford Brett an amount equal to 12 months' remuneration at the then current rate of remuneration.
In the event of a change of control of the Company, Guilford Brett has the option, until the first anniversary of such change, to terminate the Employment Agreement on 30 days notice.If he elects to terminate the Employment Agreement, he is entitled to receive all money and benefits he would have received under the Employment Agreement until its next anniversary, together with 12 months' remuneration at the level of remuneration being paid to him at the date of termination.A change of control is deemed to occur:
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at such time as an individual or group of individuals who appear to be acting in concert, other than Guilford Brett or a group to which he belongs, acquires 20% or more of the outstanding Common Shares of the Company; or
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On November 19, 2004, Guilford H. Brett voluntarily resigned as Chief Executive Officer and assumed the role of Chairman of the Board of Directors.
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Guilford H. Brett Chairman and Director
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