EMPLOYMENT AGREEMENT
(Xxxxxx X. XxXxxxxx)
THIS AGREEMENT is entered into to be effective as of September 8, 2000
("Effective Date") between Vista Gold (US) Inc., a Delaware Corporation, whose
address is 0000 Xxxxxxx Xxxxxxx, Xxxxx 0, Xxxxxxxxx, XX 00000 ("Employer"), and
Xxxxxx X. XxXxxxxx ("Employee").
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby accepts
employment by Employer upon the terms and conditions hereinafter set forth.
2. TERM. The term of this Agreement shall begin on the Effective Date and
shall continue until terminated in accordance with the terms contained
herein.
3. COMPENSATION.
(a) For services rendered by Employee under this Agreement during
calendar year 2000, Employer shall pay Employee salary, on an
annualized basis, commencing September 8, 2000, of $160,000.
Subsequent years' compensation for Employee shall be determined by
Employer based upon Employee's performance, but in no event shall
Employee's annualized compensation be reduced below $160,000.
(b) In addition to the foregoing, Employee shall be entitled to receive
other compensation and fringe benefits, to be paid by Employer,
including four (4) weeks paid vacation per year; health, dental,
life, disability and accidental death and dismemberment insurance,
but that all such insurance shall be comparable to insurance
provided to other employees of Employer; a 401K benefit plan on the
same basis as made available to other United States employees of
Employer; dues for professional organizations of which Employee is
a member; a performance bonus in accordance with the
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Employer's executive incentive plan; and a car allowance.
(c) In addition to the Base Salary, Employee shall be entitled to
request the Board of Directors (the Board) of Vista Gold Corp., a
Yukon Territory Corporation (VGC) to consider payment to him of an
annual bonus. The amount of the bonus, if any, will be paid by the
Employer and will be in the absolute and unfettered discretion of
the Board. Employee acknowledges that the bonus is completely at
the discretion of the Board and Employee shall in no circumstances
be entitled to claim any right or entitlement to a bonus regardless
of his performance or the performance of VGC or the Employer during
the Term.
4. DUTIES. Employee shall, from the effective date, assume the role of
President and Chief Executive Officer of VGC and Employer. As
President and Chief Executive Officer of VGC and Employer, Employee shall,
subject to the direction and control of the Board, devote his whole working
time and attention and all of his skills to the business of VGC and of
Employer and shall perform all such acts as are necessary to properly and
efficiently carry out the duties reasonably expected of a President and
Chief Executive Officer. During the Term, Employee shall at all times act
in the best interests of VGC and Employer and shall not, without the prior
consent in writing of the Board, enter into the services of or be employed
in any capacity or for any purpose whatsoever by any firm, person or
corporation and shall not be engaged as owner, operator, financier,
advisor, manager, salesman or otherwise in any business, enterprise or
undertaking other than pursuant to this Agreement. Subject to the
provisions of Paragraph 6(b) below regarding "Fundamental Change".
5. BOARD. Employee hereby consents to act as a director of VGC and of Employer
so long as he remains President and Chief Executive Officer of VGC
and Employer. If requested by the Board, Employee shall also act as an
officer of or the nominee of VGC on the board of directors of any other
companies in which VGC has an
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interest. On termination of Employee's employment with the Employer, for
any reason, Employee shall resign as a director and officer of VGC and
Employer and each such other company in which Employee has been appointed
by VGC as an officer or as the nominee of VGC on the board of directors
and Employee agrees to sign all documents and take all steps as are
necessary to effect such resignations.
6. TERMINATION AND SEVERANCE PAY.
(a) The phrase "just cause" as used in this Agreement shall include,
but not be limited to, failure to perform Employee's duties
hereunder in a manner reasonably satisfactory to the Board (it
being understood that the Employee shall be provided with not less
than sixty (60) days' notice and opportunity to cure any such
failures before they are deemed "just cause"), death, permanent
disability, breach of any fiduciary duty to VGC and Employer, or
conviction in a criminal proceeding (excepting traffic violations
or similar misdemeanors).
(b) The phrase "Fundamental Change" as used in this Agreement means:
(i) an adverse change in any of the duties, powers, rights,
discretion, salary or benefits of Employee as they exist at
the Effective Date;
(ii) a diminution of the title of Employee as it exists at the
Effective Date;
(iii) a change in the metropolitan area at which the Employee is
regularly required to carry out the terms of his employment
with the VGC and Employer at the Effective Date.
(c) Employee may terminate this Agreement upon 30 days written notice
to Employer prior to such date of termination.
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(d) Subject to the provisions of Paragraph 6(e) below, Employer may
terminate this Agreement for just cause, as defined in Paragraph
6(a) above, immediately upon written notice to Employee (except in
instances in which the cure period applies, in which event the
notice may not be given until the end of the cure period), with the
result that all benefits to Employee under this Agreement shall
cease immediately upon Employer's issuance of that notice.
(e) In the event that a Fundamental Change occurs in Employee's
employment other than for just cause or if Employee's employment
under this Agreement is terminated other than for just cause,
Employee shall be entitled to:
(i) continuation of his salary (less the usual statutory and
other deductions) for twelve months after such Fundamental
Change or termination ("Continuation Period");
(ii) for vacation and retirement savings plan purposes, the
Continuation Period will count as regular employment;
(iii) subject to the approval of VGC's Compensation Committee and
the requirements of VGC's stock option plan, for the
purpose of any stock options Employee holds, all options
not yet vested shall be deemed vested as of the date of
termination of Employee's employment, and for purposes of
exercise of such options, Employee's employment shall be
deemed to be terminated at the end of the Continuation
Period, unless he has elected the Retirement Option,
described in Paragraph 6(g) below, in which event
Employee's employment terminates upon the termination date;
(iv) Employee is eligible for the pro rata portion of the annual
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performance bonus, if any, to which he would have been
entitled to the date of termination. This bonus amount, if
any (less any statutory holdback), will be payable when
awarded by Employer in the ordinary course of its business,
notwithstanding the date of Employee's termination;
(v) all of Employee's benefits paid by Employer, as described
in Paragraph 3 (b), will be continued during the
Continuation Period, to the extent that Employer maintains
such benefits for its other employees during the
Continuation Period; provided, however, that if Employee
becomes employed by another employer prior to the expiry of
the Continuation Period, Employee's benefits will be
discontinued by Employer upon Employee's eligibility for
benefits with his new employer; and
(vi) if long term disability coverage is available after
termination, Employee may elect to continue that insurance
at his expense; however, Employee acknowledges that
Employer's insurer may consider that there has been a
material change in Employee's employment status that could
increase the amount of the premiums for same. If Employer
is paying the premiums for Employee's disability coverage
at the time of Employee's termination, Employer shall
continue to pay during the Continuation Period the amount
of premiums it was paying at the time of termination, it
being understood and agreed that any subsequent increased
premium amount shall be at the sole cost of Employee.
(f) In the event Employee's employment hereunder is terminated at any
time prior to the termination of this Agreement by his voluntary
resignation or for just cause by Employer, Employee shall be
entitled to a pro rata portion of any bonus to which he otherwise
would have been entitled to receive that year, but Employee shall
not be entitled to any severance pay or other benefits after such
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resignation or termination, except such as may be payable to him
pursuant to the terms of any profit sharing plan of Employer then
in effect (there being no such plan in effect as of the Effective
Date).
(g) In the event of a Fundamental Change as provided in Paragraph 6(e)
or a termination other than for just cause, Employee may elect the
"Retirement Option", by so advising Employer in writing within
thirty (30) days after the Fundamental Change occurs. If Employee
so elects, he will receive his salary, vacation pay, company
contribution to his retirement savings plan, and the reasonable
present value of Employee's other Employer--paid benefits for the
Continuation Period (less statutory holdbacks) in a lump sum
retiring allowance following termination.
(h) In the event of Employee's death after commencement but before
expiry of the Continuation Period, any unpaid salary, vacation,
bonus or pension amount that would have been payable under this
Agreement during the remainder of the Continuation Period will be
paid as a lump sum to Employee's estate, and for the purposes of
all survivor benefits it will be deemed that Employee died while
employed by Employer so that Employee's designated beneficiaries or
Employee's estate receive such survivor benefits.
7. LAWSUITS. Employee shall promptly notify the Board of any suit, proceeding
or other action commenced or taken against VGC and/or Employer or of any
facts or circumstances of which Employee is aware which may reasonably form
the basis of any suit, proceeding or action against Employer
8. BOARD INFORMATION. Employee shall keep the Board fully informed of all
matters concerning VGC and Employer and shall provide the Board with status
reports concerning VGC at such times, in such manner and containing such
information as the Board may request from time to time.
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9. COMPLIANCE WITH LAWS. To carry out his obligations hereunder, Employee
shall make reasonable efforts to familiarize himself with and shall cause
VGC and Employer to comply with all relevant and applicable laws,
regulations and orders and in particular, shall conduct the business of VGC
in a manner so as to cause VGC to comply in all material respects with all
federal, provincial, state or local environmental laws, regulations and
orders of application in each jurisdiction where VGC carries on business or
owns assets. Employee shall promptly notify the Board if he becomes aware
that VGC or any of its subsidiaries has violated any law.
10. DISCLOSURE OF INFORMATION. By acceptance of this Agreement, Employee
expressly acknowledges that he has received or will receive certain
confidential information pertaining to the operations and business
affairs of VGC and, as the same may exist from time to time, such
information is a valuable, special and unique asset of the VGC's
business Employee agrees that he shall not, during his employment under
this Agreement or at any time thereafter, disclose any such information
to any person, firm, corporation, association, or other entity for any
reason or purpose whatsoever without the prior written consent of VGC.
Employee also hereby agrees that immediately upon any termination of
this Agreement, for any reason whatsoever, Employee shall return to VGC
all copies of any such information (in whatever form) then in Employee's
possession.
11. ASSIGNMENT. This Agreement and rights and obligations of the parties hereto
may be assigned by VGC and shall bind and inure to the benefits of the
assigns, successor or successors of VGC and, insofar as payments are to be
made to Employee after his death, shall inure to the benefit of the
assigns, heirs, estate or legal representative of Employee. This Agreement
is personal to Employee and may not be assigned by Employee.
12. ENTIRE AGREEMENT; MODIFICATIONS. This document contains the entire
agreement of the parties with respect to the subject matter hereof, and it
may only be changed,
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modified, supplemented or amended by an agreement in writing signed by the
party to be bound thereby.
13. GOVERNING LAW. This Agreement shall be interpreted and governed in
accordance with the laws of the State of Colorado.
14. SEVERABILITY. If any part of this Agreement is for any reason declared to
be illegal, invalid, unconstitutional, void or unenforceable, all other
provisions hereof not so held shall be and remain in full force and effect,
and the intention of the parties as expressed in the stricken provision(s)
shall be given effect to the extent possible.
15. DOLLAR REFERENCES. All references to "dollars" and "$" shall mean United
States Dollars.
16. REVIEW BY EMPLOYEE'S COUNSEL. Employee acknowledges that this Agreement has
been reviewed on his behalf by a Colorado attorney. Employer agrees to
reimburse Employee for reasonable attorney's fees and expenses incurred by
Employee in such review.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year set forth below their signatures, effective as of the day and year
first above written.
The Corporate seal of
Vista Gold Corp. was hereunto
Affixed in the presence of:
(C/S)
---------------------------
Authorized Signatory
---------------------------
Authorized Signatory
Signed, Sealed and Delivered
by Xxxxxx X. XxXxxxxx
in the presence of:
------------------------
Xxxxxx X. XxXxxxxx
----------------------------
Witness
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