EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of August, 2005 between Global
Gold Mining, LLC , a Delaware limited liability company (the "Company"), and
Xxxxx Xxxxxxxx , an individual citizen of Australia resident in Armenia (
Passport number X0000000) residing in Yerevan, Armenia (the "Employee") (the
"Agreement").
W I T N E S S E T H:
WHEREAS, the Company needs the active service of the Employee in
light of the Company's efforts to acquire, develop, and operate mining projects;
WHEREAS, the Company and the Employee desire to enter into an
employment agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES.
(a) The Company hereby employs the Employee, and the Employee hereby
accepts and agrees to such employment, as Director of Exploration and Mining
and, in such capacity, to be responsible for exploration, mining, development,
and related operations, work necessary for the Company in Armenia and such other
places as may be assigned from time to time. The Employee shall, subject to the
supervision and control of the Company's Regional Director, Xx. Xxxxx
Xxxxxxxxxx, perform such executive duties and exercise such supervisory powers
over and with regard to the business of the Company and any present and future
subsidiaries, consistent with such position, and such additional duties as
specified or as may be assigned to him from time to time by the Regional
Director or the Managers of the Company.
(b) The Employee agrees to devote 80% of his available business time
to the performance of his duties hereunder. The Employee may provide services to
other organizations, on a compensation or pro xxxx basis, provided that such
services do not constitute more than 20% of his available business time.
2. TERM. The term of this Agreement shall be for a period of three years
commencing on August 1, 2005 (or such other date as mutually agreed by the
parties) and ending on July 31, 2008, and shall be automatically renewed for
consecutive one-year periods thereafter unless (a) terminated by the Employee on
120 days written notice prior to the expiration of the initial term hereof, (b)
terminated by either party on 120 days written notice prior to the expiration of
the fourth year hereof or any year thereafter or (c) sooner terminated as
otherwise provided herein.
3. COMPENSATION.
(a) Base Compensation. In consideration for the services rendered by
the Employee under this Agreement, the Company shall deliver to the Employee as
base compensation for the term of this Agreement a total of Forty Five Thousand
(45,000) shares of the common stock of Global Gold Corporation pursuant to the
terms of the Restricted Stock Award attached hereto as Exhibit A, (the
"Restricted Stock Award"). In addition to the foregoing, the Company shall pay
to the Employee, as base compensation, the sum of $100,000 (or AMD equivalent
for payments in Armenia) for each 12-month period commencing on and after August
1, 2005 during the term of this Agreement, payable in equal monthly installments
of $8,333 in arrears on the last day of each month. The Company shall pay
income, social security and other employment related taxes imposed by Armenian
law. Employee shall be responsible for any other applicable taxes. The Company
shall act as tax agent. Employee shall provide all necessary information for the
Company to fulfill its role as tax agent.
(b) Bonus Compensation. In addition to the foregoing compensation,
the Employee shall be entitled to receive annual bonus compensation ("Annual
Bonus") in an amount determined in accordance with any bonus plan approved by
the Board of Managers, or any committee thereof duly authorized by the Board to
make such determination, based upon qualitative and quantitative goals
determined by the Board of Managers, or such committee thereof, in its sole
discretion, as the case may be. Any Annual Bonus shall be subject to all
applicable tax withholdings.
(c) In the event that the Employee voluntarily elects not to work
80% for the Company as contemplated hereunder, both his base compensation, and
bonus compensation, if any, to which he would otherwise have been entitled, set
forth in Section 3(a) and (b) shall be reduced.
4. WORKING FACILITIES. The Company shall provide an office for the
Employee for the performance of his services hereunder, and will provide such
other facilities and services commensurate with the Company's needs as are
reasonably necessary for the performance of his duties hereunder, as determined
by the Regional Director and Managers of the Company.
5. BENEFITS. During the term of this Agreement, the Company shall provide
to the Employee insurance covering life, health, disability, and indemnity for
activities taken in good faith on the Company's behalf.
6. VACATIONS. The Employee shall be entitled each year during the term of
this Agreement to a vacation period of four weeks during which period all
compensation, benefits, and other rights to which the Employee is entitled
hereunder shall be provided in full. Such vacation may be taken, in the
Employee's discretion, at such time or times as are not inconsistent with the
reasonable business needs of the Company upon the consent of the Company
Managers. During the term of this Agreement, the vacation time provided for
herein shall not be cumulative to the extent not taken by the Employee during a
given year. The Company, at its discretion, may also grant short term unpaid
leave.
7. TERMINATION.
(a) Early Termination by Company for Cause. During the term of this
Agreement, the Employee's employment may be terminated by the Company for Cause
(as defined herein) only by the affirmative vote of 100% of all of the members
of the Board of Managers of the Company then holding office (without counting
any vote of the Employee whose services are sought to be terminated, if the
Employee is then a member of the Board of Managers) on 30 days prior written
notice by means of a Notice of Termination, and an opportunity for the Employee,
accompanied by counsel of his choice, to address the full Board of Managers,
that one of the following conditions exists or one of the following events has
occurred (each of which is defined as "Cause"):
(i) Wrongful act or acts on the part of the Employee which
caused material damage to the Company;
(ii) The arrest, filing of charges or conviction of the
Employee for a crime involving the Company or moral turpitude;
(iii) The refusal or inability by the Employee, continued for
at least 14 days, to perform such employment duties as may reasonably be
delegated or assigned to him under this Agreement, consistent with his executive
position, by the Regional Director or the Board of Managers of the Company;
(iv) Willful and unexcused neglect by the Employee of his
employment duties under this Agreement continued for at least 14 days after
written warning;
(v) Any other material breach by the Employee of the
provisions of this Agreement;
(vi) Curtailment in project scope, implementation, or funding;
or
(vii) Other cases as provided in Armenian law.
Pending termination, the Company may suspend Employee at will.
Subject only to a final determination by dispute resolution procedure pursuant
to the provisions of Section 11 of this Agreement, the Board of Managers'
determination, in good faith, in writing that cause exists for termination of
the Employee's employment shall be binding and conclusive for all purposes under
this Agreement. Upon such determination by the Board of Directors, the
Employee's compensation pursuant to Section 3 hereof and all other benefits
provided hereunder shall terminate on the Termination Date, except that the
Employee shall be entitled to be paid severance pay equal to his then base
compensation for a period of three months thereafter. In the event that the
Employee desires to take any matter with respect to such determination to
Armenian court of respective jurisdiction, he must commence a court proceeding
within 30 days after receipt of written notice of the Board of Managers'
determination. If the Employee fails to take such action within such period, he
will be deemed conclusively to have waived his right to adjudication of the
termination of his employment hereunder.
(b) Termination by Employee. In the event that the Company shall
default in the performance of any of its obligations under this Agreement in any
material respect, and shall not cure such default within 10 days of receipt by
the Company of written notice of such default from the Employee, the Employee
may terminate this Agreement by delivery of a Notice of Termination. Upon any
termination pursuant to the provisions of this Section 7(b), the Employee shall
be entitled to receive, as liquidated damages and not as a penalty, one month's
payments which would have been made to the Employee on account of his base
salary in effect at the date of the delivery of a Notice of Termination. Upon
fulfillment of the conditions set forth in Section 7(b) hereof and subject to
Section 7(f) hereof, all rights and obligations of the parties under this
Agreement shall thereupon be terminated. The Employee shall have no obligation
to mitigate damages, and amounts payable pursuant to the provisions of this
Section 7(b) shall not be reduced on account of any income earned by the
Employee from other employment or other sources.
(c) Termination by Reason of Disability. In the event that Employee
shall be prevented from rendering all of the services or performing all of his
duties hereunder by reason of illness, injury or incapacity (whether physical or
mental) for a period of six consecutive months, determined by an independent
physician selected by the Board of Managers of the Company, the Company shall
have the right to terminate this Agreement, by giving 10 days prior written
notice to the Employee, provided that the Company shall continue to pay his then
base compensation for a period of 12 months thereafter (exclusive of any benefit
under the Restricted Stock Award). Until terminated in the manner set forth in
this Section 7(c), the Employee shall be entitled to receive his full
compensation and benefits provided hereunder through the Termination Date. Any
payments to the Employee under any disability insurance or plan maintained by
the Company shall be applied against and shall reduce the amount of the base
compensation payable by the Company under this Section 7(c).
(d) Termination by Reason of Death. In the event that the Employee
shall die during the term of this Agreement, this Agreement shall terminate upon
such death. The death benefit payable to the Employee under this Agreement
(exclusive of any benefit under the Restricted Stock Award) shall be three
months salary plus the life insurance benefits provided to the Employee, if any.
(e) Certain Definitions.
(i) Any termination of the Employee's employment by the
Company or by the Employee shall be communicated by a Notice of Termination to
the other party hereto. For purposes hereof, a "Notice of Termination" shall
mean a notice which shall state the specific reasons, and shall set forth in
reasonable detail the facts and circumstances, for such termination.
(ii) "Termination Date" shall mean the date specified in the
Notice of Termination as the last day of Employee's employment by the Company.
(f) Continued Maintenance of Benefit Plans in Certain Cases.
Notwithstanding anything contained in this Agreement to the contrary, if the
Employee's employment is terminated pursuant to Sections 7(b) or 7(c) hereof,
the Company shall maintain in full force and effect, at the Employee's expense,
for the continued benefit of the Employee for the number of years (including
partial years) remaining in the term of employment hereunder, all employee
benefit plans and programs in which the Employee was entitled to participate
immediately prior to the Termination Date, provided that the Employee's
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that the Employee's participation in any
such plan or program is barred, the Company shall have no obligation to provide
any substitute benefits for the Employee.
8. CONFIDENTIALITY.
(a) During the term of this Agreement, and for a period of two years
thereafter, the Employee shall not, without the prior written consent of the
Board of Managers of the Company, disclose to any person, other than an employee
of the Company or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Employee of his duties
hereunder, any of the Company's confidential information obtained by the
Employee during the term of this Agreement, including, without limitation, trade
secrets, products, designs, customers or methods of distribution.
(b) The obligations of confidentiality contained in this Section
shall not extend to any matter which is disclosed by the Employee pursuant to an
order of a governmental body or court of competent jurisdiction or as required
pursuant to a legal proceeding in which the Employee or the Company is a party.
These obligations of confidentiality are in addition to, not in place of any
other applicable confidentiality obligations.
9. CERTAIN REMEDIES IN EVENT OF BREACH. In the event that the Employee
commits a breach, or threatens to commit a breach, of any of the restrictions on
confidentiality, the Company shall have the following rights and remedies:
(a) to obtain an injunction restraining any violation or threatened
violation of the confidentiality provisions or any other appropriate decree of
specific performance by any court having jurisdiction, it being acknowledged and
agreed by the Employee that the services rendered, and to be rendered to the
Company by him as an Employee and as legal counsel, are of a special, unique and
extraordinary character and that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company; and
(b) to require the Employee to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other
benefits (collectively the "Benefits") derived or received by the Employee as
the result of any transactions constituting a breach of any of the
confidentiality provisions, and the Employee hereby agrees to account for and
pay over the Benefits to the Company.
Each of the rights and remedies enumerated in this Section 10 shall
be independent of the other, and shall be severally enforceable, and such rights
and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company at law or in equity.
10. DISPUTE RESOLUTION.
(a) Venue and Choice of Law. . In the event of any disagreement or
controversy arising out of or relating to this Agreement, such controversy or
disagreement shall be resolved by the Republic of Armenia courts of respective
jurisdiction. This Agreement and the rights of the parties hereunder shall be
governed by the Republic of Armenia law without regard to conflicts of law
principles.
11. MISCELLANEOUS.
(a) Notices. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as duly given on (a) the date of delivery, if delivered in person,
by nationally recognized overnight delivery service or by facsimile or (b) three
days after mailing if mailed from within the contin-ental United States by
registered or certified mail, return receipt requested to the party entitled to
receive the same, if to the Company, Global Gold Mining, LLC, 000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, facsimile number (000)000-0000; and if to
the Employee, Xx. Xxxxx Xxxxxxxx, Yerevan, Armenia, facsimile number x00000 00
56 98. Any party may change his or its address by giving notice to the other
party stating his or its new address. Commencing on the 10th day after the
giving of such notice, such newly designated address shall be such party's
address for the purpose of all notices or other communications required or
permitted to be given pursuant to this Agreement.
(b) Entire Agreement; Waiver of Breach. This Agree-ment constitutes
the entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof, and it may
not be modified or amended in any manner other than as provided herein; and no
waiver of any breach or condition of this Agreement shall be deemed to have
occurred unless such waiver is in writing, signed by the party against whom
enforcement is sought, and no waiver shall be claimed to be a waiver of any
subsequent breach or condition of a like or different nature.
(c) Binding Effect; Assignability. This Agreement and all the terms
and provision hereof shall be binding upon and shall inure to the benefit of the
parties and their respective heirs, successors and permitted assigns. This
Agreement and the rights of the parties hereunder shall not be assigned except
with the written consent of all parties hereto.
(d) Captions. Captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provision hereof.
(e) Number and Gender. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pro-nouns stated in either the masculine, the
feminine or the neuter gender shall include the masculine, feminine and neuter.
(f) Severability. If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unen-forceability shall attach only
to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.
(g) Amendments. This Agreement may not be amended except in a
writing signed by all of the parties hereto.
(h) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. In addition, this Agreement may contain
more than one counterpart of the signature page and this Agreement may be
executed by the affixing of such signature pages executed by the parties to one
copy of the Agreement; all of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
Global Gold Mining, LLC
By: __________________ ______________________
Van X. Xxxxxxxxx, Manager Xxxxx Xxxxxxxx
CONFIDENTIAL DRAFT EXHIBIT A
Global Gold Corporation
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
August 1, 2005
Xx. Xxxxx Xxxxxxxx
Yerevan, Armenia
Re: Restricted Stock Award
Dear Xx. Xxxxxxxx:
As consideration for your employment agreement with Global Gold Mining, LLC (the
"Company") and as an inducement for your rendering of services to the Company,
we hereby grant you Forty five Thousand (45,000) shares of the Common Stock of
Global Gold Corporation (the "Corporation"), evidenced by a certificate of
shares of our common stock, $.001 par value per share (the "Shares"), subject to
applicable securities law restrictions and the terms and conditions set forth
herein:
1. For the first twelve month period commencing with the date
hereof within which you render the services provided herein, you shall become
fully vested in one third of the total Shares granted hereunder. For each twelve
month period thereafter commencing on August 1, 2006 through August 1, 2008, you
shall become fully vested in one third of the total Shares granted hereunder.
Thus, if you complete twelve, twenty four, and thirty six months of service as
provided hereunder, you shall be vested in 15,000, 30,000 and 45,000 of the
Shares granted hereunder, respectively.
2. In the event of your termination of your employment on or
before the expiration of the initial twelve month period commencing with the
date hereof or any subsequent twelve month period thereafter during the 36-month
period commencing with August 1, 2005 for any reason, you shall forfeit all
right, title and interest in and to any of the Shares granted hereunder which
have not become vested in you, without any payment by the Company therefore
unless mutually agreed otherwise.
3. (a) Any Shares granted hereunder are not transferable and
cannot be assigned, pledged, hypothecated or disposed of in any way until they
become vested, and may be transferred thereafter in accordance with applicable
securities law restrictions. Any attempted transfer in violation of the Section
shall be null and void.
11
(b) Notwithstanding anything contained in this Agreement to
the contrary, after you become vested in any of the Shares granted hereunder, no
sale, transfer or pledge thereof may be effected without an effective
registration statement or an opinion of counsel for the Corporation that such
registration is not required under the Securities Act of 1933, as amended, and
any applicable state securities laws.
4. During the period commencing with the date hereof and prior
to your forfeiture of any of the Shares granted hereunder, you shall have all
right, title and interest in and to the Shares granted hereunder, including the
right to vote the Shares and receive dividends or other distributions with
respect thereto.
5. You shall be solely responsible for any and all Federal,
state and local income taxes arising out of your receipt of the Shares and your
future sale of other disposition of them.
6. This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflicts of law principles. All parties hereto
(i) agree that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted only in a Federal or state court in the
City of New York in the State of New York, (ii) waive any objection which they
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any
Federal or state court in the City of New York in the State of New York, in any
such suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement. All parties hereto agree that the mailing of any process in any suit,
action or proceeding at the addresses of the parties shown herein shall
constitute personal service thereof.
7. If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
8. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs and successors and, in the case of the Corporation, its
assigns.
9. This Agreement may not be amended except in a writing
signed by all of the parties hereto.
10. Nothing contained herein shall be construed to create an
employment agreement between the Corporation or the Company and you or require
the Corporation or the Company to employ or retain you under such a contract or
otherwise.
11. Notwithstanding anything contained this in Agreement to
the contrary:
(a) The Shares shall become fully vested upon the
occurrence of a Change of Control (as defined in this Section 12), which shall
occur upon:
(i) (x) the sale of all or substantially all
of the Corporation's assets or (y) a merger (including a merger in which the
Corporation is the surviving corporation) or consolidation of the Corporation
with one or more corporations or entities, as a result of which in each such
case the Corporation's voting securities outstanding immediately before such
sale, merger or consolidation represent less than 50% of the combined voting
power of voting securities of the Corporation or the surviving entity
outstanding immediately after such sale, merger or consolidation; or
(ii) any "person", as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or persons acting in concert (other than a shareholder related
to Firebird Management, LLC, Xxxxx X. Xxxxxxxxx, Xxxxxxxx Xxxxxxxx, and Van X.
Xxxxxxxxx or any of their affiliates) become the "beneficial owner" or
"beneficial owners" (as defined in Rule 13d-3 under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time), directly
or indirectly, of the Company's securities representing more than 50% of the
combined voting power of the Company's then outstanding securities, pursuant to
a plan of such person or persons to acquire such a controlling interest in the
Company, whether pursuant to a merger (including a merger in which the Company
is the surviving corporation), an acquisition of securities or otherwise, except
that this Section 12(a)(ii) shall not apply to any person who provides financing
to the Company or any of their affiliates, pursuant to a private placement
transaction or otherwise; and
(b) a transaction shall not constitute a Change of
Control if its sole purpose is to change the state of the Corporation's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction.
(c) the Shares shall become fully vested upon your
death or upon your becoming disabled, which shall mean you shall have been
unable to render all of your duties by reason of illness, injury or incapacity
(whether physical or mental) for a period of six consecutive months, determined
by an independent physician selected by the Board of Directors of the
Corporation.
12. In the event of any conflict between the terms of this Agreement and of the
Employment Agreement, the provisions contained in this Agreement shall control.
If this letter accurately reflects our understanding, please
sign the enclosed copy of this letter at the bottom and return it to us.
Very truly yours,
Global Gold Corporation
By:____________________________
Xxxxx X. Xxxxxxxxx, Chairman
Agreed:
_________________________________
Xxxxx Xxxxxxxx
