Exhibit 10.5
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
XXX XXXX XXXXXXX XXXXXX, XXXXX XXXXX, XXXXX 0
XXXX, XXXXXX 00000
PHONE: 000-000-0000 FAX: 000-000-0000
Xx. Xxxx Xxxxxx
0000 Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Subject: Employment Agreement
Dear Xx. Xxxxxx:
On behalf of Battle Mountain Gold Exploration Corporation (the "Company"), the
Board of Directors is pleased to offer you the position of Chairman and Chief
Financial Officer of the Company. The terms of your employment relationship
with the Company will be as set forth below.
1. Position. You will be the Chairman and Chief Financial Officer of the
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Company. As such, you will have the responsibilities as determined by the Board
of Directors of the Company.
2. Base Salary. You will be paid a base salary of U.S. $7,500.00 per month,
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effective retroactively from 1 January 2004 and not payable until Battle
Mountain Gold Exploration Gold Exploration Corp. is fully vested in Pediment
Gold LLC. You will have the option to receive your salary in shares, at market
value, at any time. You will be entitled to three weeks paid vacation per year.
3. Stock and/or Options. You will be granted an option to purchase 500,000
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shares of Common Stock at the date of grant, which shall be exercisable at the
rate of 100% of the shares one (1) year after commencement of employment (so
that at the end of one (1) year, your option will be fully vested). If your
employment is terminated by the Company prior to the one (1) year anniversary of
your employment commencement date, the vesting of your options will be
automatically accelerated so that you are fully vested effective on the date of
termination.
4. At-Will Employment. As is true for all employees of the Company, you
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will be an employee-at-will, meaning that either your or the Company may
terminate your employment relationship at any time, without notice, for any
reason or no reason; provided, however, that if your employment is terminated by
the Company for any reason or if you and the Company mutually decide to end your
employment with the Company at any time before the third anniversary of your
employment commencement date, then the Company shall pay your severance at your
then current rate of salary through the third anniversary date, upon
termination. Should the Company not have the necessary funds to pay the entire
amount, then a portion may be paid by the issuance of treasury shares at the
then market price.
5. Employment Commencement Date. Your employment with the Company will have
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Commenced on 1 January 2004.
6. Benefits. You will be entitled to the same benefits (if any) that the
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Company offers to its other employees in the ordinary course of its business.
7. Entire Agreement. This Agreement, together with your Stock Option
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Agreement, Constitutes the entire agreement between the parties and supersedes
all other agreements or understandings.
The Board of Directors is pleased to extend this offer, and looks forward to
working together. Please indicate your acceptance by signing and returning the
enclosed copy of this letter.
Sincerely,
By: BATTLE MOUNTAIN GOLD
EXPLROATION CORP., a Nevada corporation
/s/ Xxxxx X. XxXxx
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Xxxxx X. XxXxx, Director
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Director
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Director
/s/ Xxxxxxx X. X. Xxxxx
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Xxxxxxx X. X. Xxxxx, Director
The foregoing terms and conditions are hereby accepted:
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Date: 1/12/05
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