Exhibit 10(l)
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT, made and entered into effective as of May 1, 1999,
by and between BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation with its
principal office at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000,
(hereinafter referred to as the "Company"), and Xx. Xxxx X. Xxxxx, an
individual residing at 0000 Xxxxxxxx, Xxxxxxx, Xxxxx 00000.
W I T N E S S E T H:
WHEREAS, Xx. Xxxxx has been employed by the Company from May 11,
1987 through February 28, 1997; and
WHEREAS, during Xx. Xxxxx' service with the Company, he has
developed experience, knowledge and unique relationships and skills that are
valuable to the Company; and
WHEREAS, Xx. Xxxxx separated from active employment with the Company
effective on February 28, 1997; and
WHEREAS, the Company desires to engage Xx. Xxxxx as a consultant on
the terms and conditions set forth below in order to retain access to his
experience, knowledge and unique relationships and skills; and
WHEREAS, Xx. Xxxxx desires to be engaged as a consultant to the
Company on the terms and conditions set forth below;
NOW, THEREFORE, for and in consideration of the mutual promises and
agreement set forth herein, the parties hereto agree as follows:
1. ENGAGEMENT AS CONSULTANT: The Company agrees to retain the
services of Xx. Xxxxx as an independent consultant and Xx. Xxxxx agrees to
render consulting services for the period described in Paragraph 3 hereof and
upon the other terms and conditions herein provided.
2. RESPONSIBILITIES OF CONSULTANT: During the period of this
Agreement, Xx. Xxxxx shall act as an independent contractor and agrees to
render to the Company and its affiliates consulting services. During the term
of this Agreement, Xx. Xxxxx shall, at reasonable times and places, hold
himself available to consult with and advise the officers, directors and
other representatives of the Company. Xx. Xxxxx shall use his best
professional skills in rendering the desired services to the Company and
shall be free to use his judgment and discretion as to the methods to be used
in performance of such services. The Company agrees that it shall have no
right to control or direct the details, manner or means by which Xx. Xxxxx
accomplishes the results of the services performed hereunder. Subject to the
reasonable requests and deadlines of the Company, Xx. Xxxxx shall retain
discretion to set his own schedule for the performance of such services and
shall have no obligation to work any particular hours or days. Xx. Xxxxx
shall
retain the right to contract for similar services with other businesses or
with individuals. Xx. Xxxxx shall also retain the right to accept employment
with any entity.
3. TERM OF AGREEMENT. The term of this Agreement shall be for a
period of eight (8) months beginning as of May 1, 1999 and ending December
31, 1999; provided, however, that the term of this Agreement shall be subject
to the provisions of Paragraph 5 (termination for cause). In addition, the
Company may terminate this Agreement upon thirty (30) days notice to Xx.
Xxxxx. The term of this Agreement may also be shortened or extended by mutual
written consent of the parties.
4. COMPENSATION. The Company shall pay or cause to be paid $14,500
per month from May 1, 1999 to July 23, 1999 and $20,000 per month from July
23, 1999 and thereafter to or on behalf of Xx. Xxxxx for the performance of
his consulting services subject to the provisions of Paragraph 5 hereunder.
The Company shall also reimburse Xx. Xxxxx, promptly after receipt of
appropriate receipts and documentation, for all of his expenses, including
meals, lodging, transportation, phone and other out-of-pocket expenses,
reasonably incurred in connection with his performance of services under this
Agreement. Xx. Xxxxx shall be reimbursed at the standard mileage rate
established by the Internal Revenue Service for use of his personal
automobile. Such amounts shall be paid by the Company to Xx. Xxxxx in a
manner mutually agreeable to both parties.
5. TERMINATION OF AGREEMENT FOR CAUSE. If, during the term of this
Agreement, this Agreement is terminated by the Company for cause as defined
in this Paragraph 5, then all payments of compensation under this Agreement
shall be forfeited, except Xx. Xxxxx shall thereafter be entitled to
compensation as described in Paragraph 4 hereof for service rendered under
this Agreement prior to the date of termination.
Termination by the Company for "cause" shall mean termination by
action of the President of the Company because of the failure of Xx. Xxxxx to
fulfill his obligations under this Agreement or because of serious willful
misconduct by Xx. Xxxxx in respect of his obligations under this Agreement,
such as, for example, the commission by Xx. Xxxxx of a felony or the
perpetration by Xx. Xxxxx of a common-law fraud against the Company.
6. DEATH OR DISABILITY. If, before December 31, 1999, Xx. Xxxxx
dies, or becomes totally and permanently disabled, the Company shall be
obligated to pay (in the case of death) to his beneficiary or beneficiaries
designated in writing, or to his estate in the absence or lapse of such
designation, or (in the case of such disability) to Xx. Xxxxx or his
representative, the compensation to which he is entitled under Paragraph 4
hereof for service rendered under this Agreement through the date of his
death or his total and permanent disability. For purposes hereof, "total and
permanent disability" means inability to perform the services required
hereunder due to physical or mental disability. Evidence of such disability
shall be certified by a physician acceptable to both the Company and Xx.
Xxxxx.
7. STATUS OF BENEFIT PLANS. This Agreement shall not entitle Xx.
Xxxxx to participate in any executive compensation, pension, profit-sharing
or similar plan, policy or program or any
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welfare plan, policy or program of the Company now existing or hereafter
adopted for the benefit of its employees.
8. INCOME TAX WITHHOLDING. The Company shall not withhold any
federal, state, city or other taxes from any compensation payable under this
Agreement. Xx. Xxxxx shall be solely and wholly responsible for payment of
all taxes related to payments made by the Company to or for the benefit of
Xx. Xxxxx under this Agreement.
9. CONSOLIDATION, MERGER OR SALE OF ASSETS. Nothing in this
Agreement shall preclude the Company from consolidating or merging into or
with, or transferring all or substantially all of its assets to, another
corporation which assumes this Agreement and all obligations and undertakings
of the Company hereunder. Upon such a consolidation, merger or transfer of
assets and assumption, the term "Company" as used herein, shall mean such
other corporation and this Agreement shall continue in full force and effect.
10. SOURCE OF PAYMENTS. All payments provided in this Agreement
shall be paid in cash from the general funds of the Company, and no special
or separate funds shall be established and no other segregation of assets
shall be made to assure payment. Xx. Xxxxx shall have no right, title or
interest whatever in or to any investments which the Company may make to aid
the Company in meeting its obligations hereunder. Nothing contained in this
Agreement, and no action taken pursuant to this provision, shall create or be
construed to create a trust of any kind, or a fiduciary relationship, between
the Company and Xx. Xxxxx or any other person. To the extent that any person
acquires a right to receive payments from the Company hereunder, such rights
shall be no greater than the right of an unsecured creditor of the Company.
11. GENERAL PROVISIONS.
(a) NONASSIGNABILITY. Neither this Agreement nor any right or
interest hereunder shall be assignable by Xx. Xxxxx, his beneficiaries
or legal representatives without the Company's prior written consent;
provided, however, nothing in this Paragraph 11(a) shall preclude (i)
Xx. Xxxxx from designating a beneficiary to receive any payment
hereunder upon his death, or (ii) the executors, administrators or
other legal representatives of Xx. Xxxxx or his estate from assigning
any rights hereunder to the person or persons entitled thereunto.
(b) NO ATTACHMENT. Except as required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge,
hypothecation, execution, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or
involuntary, to effect such action shall be null, void and of no
effect.
(c) BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns
(including, without limitations, any company into or with which the
Company may merge or consolidate). The Company agrees that it will not
effect the sale or other disposition of substantially all of its assets
unless either (i) the person or entity acquiring such assets or a
substantial portion thereof
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shall expressly assume by an instrument in writing all duties and
obligations of the Company hereunder or (ii) the Company shall provide,
through the establishment of a separate reserve therefor, for the
payment in full of all amounts which are or which may reasonably be
expected to become payable to Xx. Xxxxx hereunder.
12. MODIFICATION AND WAIVER.
(a) AMENDMENT OF AGREEMENT. This Agreement may not be modified
or amended except by an instrument in writing signed by the parties
hereto.
(b) WAIVER. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be an estoppel against the
enforcement of any provision of this Agreement, except by written
instrument of the party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing waiver unless specifically
stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.
13. HEADINGS. The headings of Paragraphs herein are included solely
for convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
14. GOVERNING LAW. This Agreement has been executed in Houston,
Texas, and its validity, interpretation, performance and enforcement shall be
governed by the laws of the State of Texas. For the purposes of this
Agreement, a signed facsimile shall constitute an original.
15. CONFIDENTIALITY. In providing consulting services to the
Company, Xx. Xxxxx will become acquainted with information proprietary to the
Company. Xx. Xxxxx agrees to maintain such information and any materials
provided to him in confidence and, upon termination of this Agreement, to
return to the Company all Company materials in his possession and thereafter
not to divulge or to disclose any information acquired from the Company to
other parties without the express written consent of the Company. Xx. Xxxxx
will be excused from this obligation with respect to any information which
shall become part of the public domain other than through a breach of this
confidentiality obligation following the termination of this Agreement. This
provision shall survive for a period of two (2) years after the termination
of this Agreement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and Xx. Xxxxx has signed this Agreement, all as of the day first
above written.
BATTLE MOUNTAIN GOLD COMPANY
By: /s/ Xxxx X. Xxxxx
----------------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Operating Officer
ATTEST:
/s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: Vice President,
General Counsel
/s/ Xxxx X. Xxxxx
-------------------------------------------------
Xxxx X. Xxxxx
Agreement for Consulting Services
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[Letterhead]
March 20, 2000
Xx. Xxxx X. Xxxxx
Battle Mountain Gold Company
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Re: Agreement for Consulting Services dated May 1, 1999
Dear Xxxx:
This letter serves as our mutual consent pursuant to Paragraph 3 of the
above-referenced agreement to extend the term of such agreement on a
month-to-month basis effective January 1, 2000, subject to the termination
provision therein.
Sincerely,
BATTLE MOUNTAIN GOLD COMPANY
/s/ Xxxx X. Xxxxx
-------------------------------------------
Xxxx X. Xxxxx
President and Chief Operating Officer
ATTEST:
/s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx Xxxxx
Vice President, General Counsel
And Corporate Secretary
