Attached files
file | filename |
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EX-10.1 - APOLLO GOLD CORP | v195858_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): August 27, 2010
BRIGUS
GOLD CORP.
(Exact
name of registrant as specified in its charter)
Yukon
Territory,
Canada
|
1-31593
|
Not
Applicable
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification
Number)
|
Purdy’s
Wharf Tower II
Suite
2001, 20th Floor
1969
Upper Water Street
Halifax,
Nova Scotia
|
B3J
3R7
Canada
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (902) 422-1421
No
Change
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
On August 27, 2010, Brigus Gold Corp.
(“Brigus”) entered into a letter agreement (the “Consulting and Severance
Agreement”) with Richard F. Nanna, Brigus’s Senior Vice President – Exploration,
pursuant to which the parties agreed that Mr. Nanna’s employment with Brigus
would be terminated as of September 30, 2010 and Mr. Nanna would receive certain
consideration upon such termination. Specifically, Brigus and Mr.
Nanna agreed as follows:
|
·
|
Brigus
will pay Mr. Nanna as follows:
|
|
o
|
a
lump sum payment of $825,000 as severance at or prior to September 30,
2010 (“Severance Payment”) payable in a combination of cash and Brigus
common shares; and
|
|
o
|
a
lump sum cash payment equal to 36 times Brigus’s monthly cost of health
care coverage for Mr. Nanna and his spouse and dependents under Brigus’s
employee group health plan (“Benefit
Payment”);
|
However, Brigus shall not have any
obligation to pay the Severance Payment or the Benefit Payment if Mr. Nanna is
terminated for cause or if he terminates his employment prior to September 30,
2010 for any reason.
In addition, pursuant to the Consulting
and Severance Agreement, Mr. Nanna agreed to enter into a severance agreement
and mutual release which is included in the Consulting and Severance Agreement
as an exhibit. Such severance agreement and mutual release contains
the terms described above, as well as, among other things, the
following:
|
·
|
all
stock options granted to Mr. Nanna and outstanding as of September 30,
2010 will remain exercisable until the earlier to occur of (i) such
option’s normally scheduled expiration date and (ii) September 30,
2011;
|
|
·
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mutual
releases of claims by each party against the other party;
and
|
|
·
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other
customary representations, warranties and covenants regarding, among other
things, confidentiality, non-solicitation of employees and
non-disparagement.
|
The foregoing description of the
Consulting and Severance Agreement is qualified in its entirety by reference to
the Consulting and Severance Agreement attached to this Current Report on Form
8-K as Exhibit 10.1.
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
(d)
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Exhibits
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Exhibit
No.
|
Description
|
|
10.1
|
Letter
Agreement, dated August 27, 2010, between Brigus Gold Corp. and Richard
Nanna
|
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: September
1, 2010
APOLLO GOLD CORPORATION | |||
|
By:
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/s/ Melvyn Williams | |
Melvyn Williams | |||
Chief Financial Officer and Senior Vice President – Finance and Corporate Development | |||