Gryphon Gold Corporation: Exhibit 10.22 - Prepared by TNT Filings Inc.




  



Transition Agreement

	Between:	 	 
	 	 	 
	 	Gryphon Gold Corporation	 
	 	 	 
	 	 	(the "Company")
	 	 	 
	And:	 	 
	 	 	 
	 	Albert J. Matter	 
	 	 	 
	 	 	(the "Employee")



WHEREAS the Employee has expressed a
desire to retire from the Company no later than 30 September 2007 and to resign
as a Director of the Board at a date to be determined; 

AND WHEREAS the parties are desirous
of effecting a successful transition for the Employee and the Company in this
regard; 

THEREFORE, the parties agree to
resolve any and all issues as follows: 

1.     
The Employee will be eligible to receive a financing bonus equal to one half
percent of any financing initiated prior to September 30, 2007; 

2.     
The Employee will be eligible to receive the fees in the same amount and at the
same time as paid to the other Directors of the Board during the period of time
he is a Director, with the exception that no fees are due and owing while the
Employee is either an Officer or employee of the Company; 

3.     
As long as he is a Board member his stock options will continue to vest and the
rights of the stock grants will be maintained in accordance with the terms of
the initial grants. In consideration of the fact that the Employee will be
retiring from the Company, any stock options that are vested if or when he
should step down from the board will be maintained in accordance with the terms
of the stock option plan for their full term. Any stock options that are not
vested should he not be either an officer or Director of the Company will expire
immediately; 

4.     
The Employee agrees to execute any additional reasonable documents requested by
the Company in relation to his role either as an employee or Director at the
same time as he executes this Agreement; 




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5.     
The Employee and the Company will execute a mutual Release much as in the form
attached as Appendix "A" at the same time as execution of this Agreement. This
release is conditional upon the Company performing its obligations as identified
in paragraphs 1, 2 , 3 and 7-13 in this Agreement; 

6.     
In consideration of the performance of the Employee’s obligations as noted above
in paragraphs 4 and 5 of the Agreement, the Company agrees to pay the Employee
on a monthly basis the sum of C$12,500, less applicable statutory deductions,
for the period October 1, 2007 to March 31st, 2009. In addition, the
Company will have the Board of Directors approve the granting of 112,500
Restricted Stock Units, which will be vested and distributed to him in three
groups of 37,500 each starting on April 1, 2009, July 1, 2009 and October 1,
2009. 

On January 10, 2007 the Board of
Directors granted the Employee 75,000 Restricted Stock Units (RSU’s) that are
vesting in units of 18,750 on April 1st, 2007, July 1st,
2007, October 1st, 2007 and January 1st, 2008. Any of
these RSU’s not vested by October 10, 2007 will expire on that date. 

On January 10, 2007 the Employee was
granted 50,000 RSU’s that vest on July 10, 2008. The Company will have the Board
approve an amendment of the scheduled vesting so that 2,778 units are vested for
each full month of service completed as a member of the Board of Directors
beginning from January 1, 2007. Such units to be considered vested and issued to
the Employee concurrent with his ceasing to act as a Director. 

In the event of a change of control
or Gryphon’s treasury exceeding C$15.0 million the Employee may opt for
immediate pay-out and/or vesting of any remaining payments of cash or RSUs due;


7.     
The Company will make a payment to the Employee equivalent to 2 1/2 weeks
vacation pay, less statutory deductions based on an annual compensation of
$150,000. This payment will be made on September 30, 2007; 

8.     
The Company will continue paying the premium payments for the Employee’s medical
benefits for an 18 month period from October 1, 2007 through March 31st,
2009 and as long as the Employee applies within 30 days of March 31st,
2009 he will be able to start on a new medical plan with the same benefits
provider as long as Employee pays for the expense himself; 

9.     
The Company will pay the employee a $6,000 office lease allowance on retirement.


10.   
The Company will pay for the Employees parking for 18 months beginning October
1, 2007 and he will be able to maintain the parking stall after that date for as
long as the Employee pays for the expense himself ; 




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11.    The Company
will transfer ownership of the laptop, home computer and blackberry, all of
which the Employee is currently using, to the Employee on September 30, 2007;


12.    The Company
will pay the Employees reasonable legal and accounting expenses related to the
preparation and advice of this agreement. 

13.    Upon the
signing of this Agreement by the Employee, the Employee acknowledges his
irrevocable agreement to the terms of this Agreement as does the Company; 

14.    This
Agreement shall be governed by and interpreted in accordance with the laws of
British Columbia, and the courts of British Columbia shall have the exclusive
jurisdiction over this Agreement and any claim or dispute arising under it; 

15.    The Employee
acknowledges that it was recommended to him by the Company that he obtains
independent legal advice before executing this Agreement and that by executing
this Agreement he represents that he has had the opportunity to do so. 

Signed this 5 day of September 2007 in _______________________, British
Columbia. 

_____________________________ 

Albert J. Matter 

Signed this 5 day of September 2007 in _______________________, British
Columbia. 

_____________________________ 

Tony Ker 

CEO 

Gryphon Gold Corporation 




	 	Supplement to Transition Agreement	 
	 	 	 
	Between:	 	 
	 	 	 
	 	Gryphon Gold Corporation	 
	 	 	(the "Company")
	And:	 	 
	 	 	 
	 	Albert J. Matter	 
	 	 	(the "Employee")




Whereas the Employee and Company have entered into a
Transition Agreement dated September 5, 2007; 

And whereas the Board of Directors has ratified and approved
the Transition Agreement on September 6, 2007; 

Therefore the parties agree to resolve and clarify certain
issues as follows: 

1.    
 The Employee has the
unilateral right to request up to 40% of the value of the Restricted Stock Units
that will vest on October 1, 2007 in cash. The Employee will give instructions
to the Company 5 business days prior to the vesting date as to the per cent of
cash, in lieu of shares, the Employee desires. 

2.
     The
Employee acknowledges that he has no rights or claims under the agreement for
50,000 Restricted Stock Units dated January 10, 2007. 

3.
     The
Employee acknowledges that the he has no right or claim under the 75,000
Restricted Stock Unit Agreement dated January 10, 2007 for the 18,750 units that
were scheduled to vest January 1, 2008. 

Signed this 13 day of September 2007 in Vancouver, British
Columbia. 

Albert J. Matter 

Michael K. Longinotti 

CFO 

Gryphon Gold Corporation