EXHIBIT 4.20
Employment Agreement, dated April 1, 2004, between
Xxxxxxx Xxxxxxxx and
0724000 BC Ltd.
and Assignment Agreement dated September 14, 2005
EMPLOYMENT CONTRACT
AGREEMENT made as of the 1st day of April, 0000
X X X X X X X:
XXXXXXX X. XXXXXXXX, Businessman, of 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Executive")
-and -
MAGELLAN GOLD CORP., a Nevada corporation whose address is
000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
WHEREAS, the Executive and the Company wish to execute this
Agreement in order to determine their rights and obligations in relation to the
Executive's employment by the Company:
IN CONSIDERATION of the mutual covenants and agreements herein
contained and other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged by the parties, the Executive and the Company
hereby agree with one another as follows:
1. INTERPRETATION
1.1 Definitions
In this Agreement, unless there is something in the subject matter or context
inconsistent therewith:
(a) "Board" means the board of directors of the Company from time
to time;
(b) "Business" means the business carried on by the Company of
identifying mineral resource properties for the purpose of
acquisition, exploration and possible exploitation, and such
other business as may be carried on by the Company from time
to time;
(c) "Business Day" means any day of the week except Saturday,
Sunday or any statutory or civic holiday observed in British
Columbia;
(d) "Competitive Business" means a business similar to the
Business which competes with the Company for business
opportunities or employees;
(e) "Effective Date" means April 1, 2004;
(f) "Intangible Property" means all discoveries, inventions,
improvements, techniques, concepts and ideas, whether
patentable or not, know-how and similar intangible property
made, discovered, conceived, invented or improved by the
Executive since the beginning of his employment by the
Company, during the term of his employment hereunder and for 6
months thereafter, whether alone or with others and whether
during regular working hours and through the use of the
facilities and property of the Company or any affiliate or
otherwise, in any way relating to the Business of the Company
or any affiliate;
(g) "Person" includes an individual, corporation, partnership,
joint venture, trust, unincorporated organization, the Crown
or any agency or instrumentality thereof or any other entity
recognized by law;
(h) "Term" means the initial term of this Agreement and each
additional one year period during which this Agreement remains
in effect as specified in Section 3, below;
(i) "Territory" means any place where the Company carries on its
Business as at the date of this Agreement and any additional
location where the Company hereafter carries on its Business;
and
(j) "Time Period" means the period commencing on the date hereof
and ending 2 years after the termination of the employment of
the Executive with the Company for any reason whatsoever.
1.2 Headings and Division
The division of this Agreement into Articles, Sections and Subsections and the
insertion of headings are for convenience of reference only and will not affect
the construction or interpretation of this Agreement. The headings in this
Agreement are not intended to be full or precise descriptions of the text to
which they refer and will not be considered part of this Agreement. References
to an Article, Section or Subsection are to the corresponding Article, Section
or Subsection of this Agreement.
1.3 Number and Gender
In this Agreement, words in the singular include the plural and vice-versa and
words in one gender include all genders.
1.4 Currency
All references in this Agreement to dollars, unless otherwise specifically
indicated, are expressed in Canadian currency.
1.5 Interpretation
The terms and provisions of this Agreement will not be construed against the
Company merely because the Company has acted to prepare this Agreement.
2. EMPLOYMENT
The Company hereby agrees to employ the Executive as its President and Chief
Executive and the Executive hereby accepts such employment, on and subject to
the terms of this Agreement. In faithfully and diligently performing his duties
and responsibilities as President and Chief Executive of the Company, the
Executive will comply with all lawful and reasonable instructions as may from
time to time be given to him by the Board. The Company reserves the right during
the course of the Executive's employment to modify the Executive's duties and
responsibilities as the Company deems necessary and appropriate from time to
time.
3. TERM
This Agreement and the Executive's employment will be for a Term of two years
commencing on the Effective Date and expiring on the second anniversary of the
Effective Date, subject to earlier termination as provided in Article 11. At the
end of the initial Term of this Agreement, it will be automatically renewed for
successive one year periods unless either party gives written notice to the
other party of non-renewal at least 90 days in advance of the expiration date of
the then current Term.
4. DUTIES
4.1 Devotion of Time
During the Term, the Executive will
(a) subject to Section 4.3, below, devote substantially all of his
full time and energies to the Business and affairs of the
Company and its subsidiaries;
(b) well and faithfully serve the Company and its subsidiaries;
(c) use his best efforts, skills and abilities to promote the
interests of the Company and its subsidiaries; and
(d) serve as an officer and director of the Company and any
subsidiary of the Company if duly elected or appointed as
such. 4.2 Duties
The Executive's duties will include but not be limited to the following:
(a) providing leadership, direction and control for all aspects of
the Company's development and operations in order to maximize
profitability compatible with the best long and short-term
interests of shareholders, customers, employees and the
public;
(b) developing and maintaining a sound plan of organization to
provide the Company with a qualified management team;
(c) directing the Company's long range strategic planning and
determining the allocation of corporate resources in a manner
which will provide optimum long term return on investment for
the shareholders;
(d) establishing corporate annual operating and profit plans and
presenting and submitting such plans to the Board for
approval;
(e) monitoring the Company's performance in relation with the
annual business plans and budgets and initiating corrective
actions, when necessary, in an effort to meet and exceed
performance targets;
(f) establishing and maintaining a comprehensive investor
relations program;
(g) establish and maintain government and industry contacts in the
areas where the Company conducts or proposes to conduct
business; and
(h) establish and maintain contacts with financial, market and
technical analysts and strategic partners of the Company.
The Executive will also perform such other tasks and duties related to the
foregoing as may from time to time be determined by the Board. The Executive
will, in carrying out his obligations under this Agreement, report to the Board
on a regular basis.
4.3 Hours of Work
The Executive acknowledges that the hours of work involved will vary and be
irregular and are those hours required to meet the objectives of the Company.
The Executive acknowledges that this Section constitutes an agreement to work
such hours where such agreement is required by applicable legislation. The
Executive also acknowledges that he is a senior executive of the Company and is
in the position of a fiduciary with respect to the Company and all of its
property and assets, whether tangible or intangible. The Company acknowledges
that the Executive will spend approximately fifty percent of his working hours,
or up to 10 working days per month, working for the Company and that he will
spend the balance of his working hours pursuing other business interests and
employment. The Executive and the Company acknowledge that from time-to-time the
Executive may be required to work more than 10 working days per month in order
to discharge his responsibilities and the Executive agrees that he will
accommodate the Company in this regard.
4.4 Place of Work
The Executive acknowledges that in order to devote substantially all of his full
time and energies to the Business and affairs of the Company, the Executive will
be required to reside within the Greater Vancouver Regional District and to
fulfill his duties to the Company primarily from the Company's principal
business office in Vancouver, British Columbia.
5. CONFIDENTIAL INFORMATION
5.1 No Use of Other Information
The Company is not employing the Executive to obtain the confidential
information or business opportunities of any prior employer and the Executive is
hereby requested and directed by the Company to disclose to the Company in
writing, and to comply with, any obligations that he may have to any prior
employer.
5.2 Confidentiality Obligations
The Executive acknowledges that as the President of the Company, he has acquired
and will acquire information about certain matters and things which are
confidential to the Company, which information is the exclusive property of the
Company. Further, the Executive acknowledges that the Business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential, proprietary information that the Company has developed over
a long period of time and at great expense and which the Company will continue
to develop. The Executive further acknowledges that the Company has developed a
close and valuable relationship with many of its contacts. In partial
consideration for the Executive's employment by the Company, the Executive
covenants and agrees that he will not, at any time during the term of his
employment by the Company or thereafter, until such information becomes part of
the public domain, reveal, divulge or make known to any persons or entity (other
than the Company and its duly authorized employees) or use for his own or any
other's benefit, the Company's trade secrets, production processes and
materials, formulae, research techniques or accomplishments, copyrights,
trademarks, patents, knowledge of any of the business or financial affairs of
the Company, and personnel files, as well as customer lists and information
concerning the identity, needs, and desires of actual and potential customers of
the Company and its subsidiaries, joint ventures, partners, and other affiliated
persons and entities as well as any other information regarded by the Company as
confidential, which during or after his employment pursuant hereto is made known
to the Executive. The Executive acknowledges that, without prejudice to any and
all other rights of the Company, an injunction is the only effective remedy to
protect the Company's rights and property as set out in this Section and the
Executive hereby consents to entry of an injunction against him if he breaches
the provisions of this Section, restraining him from any further breach of this
Section.
If the Company engages or proposes to engage in a commercial transaction (a
"Qualifying Transaction") whereby the Company directly or indirectly goes
"public", the Company may consider it necessary or advisable to release to third
parties "personal information", as defined in the Personal Information
Protection Act (British Columbia), about the Executive during the course of
negotiations or due diligence. The Executive hereby consents to the release of
such information by the Company under these circumstances.
The term Qualifying Transaction shall include any event whereby the Company
becomes a reporting company in any jurisdiction, including by way of a business
reorganization (e.g., merger, amalgamation, reverse take-over, initial public
offering, registration under the Securities Exchange Act of 1934 or similar
transaction or event) or the sale of all or substantially all of the assets of
the Company.
6. INVENTIONS AND DISCOVERIES
6.1 Disclosure and Assignment
The Executive agrees to fully and freely (and without expense to the Company)
record in a legible manner, in writing or in electronic form, and to communicate
to the Company, and the Executive hereby assigns to the Company without the need
for any further consideration or compensation therefor, all of his right, title
and interest in and to all Intangible Property.
6.2 Waiver of Moral Rights
The Executive irrevocably waives in favour of the Company any and all moral
rights that he may have with respect
to the Intangible Property.
6.3 Ownership
All Intangible Property will be the sole and exclusive property of the Company
and, upon request by the Company at any time or from time to time during the
term or after the termination of the Executive's employment, the Executive will
deliver to the Company all reports, designs, maps, drawings, sketches, models,
prototypes, notes and other data and records specifically relating to the
Intangible Property that may be in his possession or otherwise available to him.
6.4 Further Documents
The Executive agrees that he will at all times (both during the continuance of
his employment hereunder and at all times thereafter) take all action and
execute and file all such documents to assist the Company or its assignees in
every way to protect the rights of the Company or its assignees under this
Article 6 (including without limitation the execution of one or more waivers of
moral rights) and to vest in the Company or its assignees the entire right,
title, interest and benefits (including without limitation patent and copyright
rights) in and to any and all Intangible Property.
6.5 Non-Disclosure of Intangible Property
The Executive will not (either during the continuance of his employment
hereunder or at any time thereafter) disclose any of the Intangible Property to
any Person or use any of the Intangible Property for his own purposes or for any
purpose other than those of the Company and its affiliates. Notwithstanding the
foregoing, the Executive will have the right to disclose Intangible Property as
directed by the Company, provided that all such disclosure is solely for the
purpose of furthering the Company's interests.
7. CONFLICT OF INTEREST
During the Term, the Executive will give the Company his undivided loyalty and,
subject to the provisions of Section 4.3, above, will devote his entire working
time, ability, and attention to the Business, and he will not accept other
employment or engage in any other outside business activity which interferes
with the performance of his duties and responsibilities under this Agreement,
except with the prior written consent of the Company.
8. EXPENSES
The Company will pay or reimburse the Executive for all reasonable travel and
other reasonable out-of-pocket expenses actually and properly incurred by him in
connection with his duties in accordance with the Company's expense policy in
effect from time to time.
9. COMPENSATION
9.1 Salary
The Company will pay to the Executive, and the Executive hereby accepts as full
compensation for all his services and duties hereunder during the portion of the
term of this Agreement beginning on the Effective Date and ending on March 31,
2005, a base salary of Cdn $5,000 per month, of which $4,000 will be paid in
cash and the balance of Cdn$1,000 per month will be paid in common shares of the
Company at a fixed price of US$0.005 per share (the "Executive Compensation
Shares") using a fixed conversion rate of Cdn$1.00 = US$0.831/3 (Cdn$1,000 =
US$8331/3) for an aggregate number of Executive Compensation Shares equal to
2,000,000. Irregardless of when the cash portion of the salary is paid, the
Executive Compensation Shares issuable in any particular month shall be issued
on or as of the first day of such month. From and after April 1, 2005, the cash
portion of the Executive's base salary shall be increased to Cdn $5,000 per
month and no further Executive Compensation Shares will be issuable hereunder.
In addition to his base salary, the Executive shall be paid the sum of Cdn $500
for each full day in excess of 10 days worked by the Executive during any
calendar month during the term, as contemplated in Section 4.3, above. The
Executive's base salary is payable in accordance with the Company's standard
salary payment schedule and is subject to source deductions and other deductions
required to be deducted and remitted under applicable provincial or federal laws
of Canada or Company policy in effect from time to time.
Any Executive Compensation Shares issued to the Executive pursuant to this
Agreement will be subject to such restrictions on resale as are required by law.
10. BENEFITS
The Executive will be entitled to participate in any plans maintained from time
to time by the Company for the benefit of the Company's employees, including,
but not limited to, those pertaining to group life, accident, sickness and
medical insurance and pensions, all within the terms of such plans.
Participation by the Executive in any of the foregoing plans, programmes and
benefits is subject to the Executive being able to satisfy any pre-conditions of
general application to the participation of all employees in such plans. All of
the employee benefit plans referred to or contemplated by this Agreement will be
governed solely by the terms of the underlying plan documents and by applicable
law. Nothing in this Agreement will impair the Company's right to amend, modify,
replace and terminate any and all such plans in its sole discretion as permitted
by law. This Agreement is for the sole benefit of the Executive and the Company,
and is not intended to create an employee benefit plan or to modify the terms of
existing plans except as expressly set forth herein.
11. TERMINATION
The Executive's employment hereunder may be terminated in each of the
circumstances in Sections 11.1 to 11.5 inclusive.
11.1 Death
This Agreement and the Executive's employment hereunder will terminate
immediately upon the death of the Executive. Any termination pursuant to this
Section will be deemed to be termination for cause.
11.2 Disability
The Company may terminate the Executive's employment hereunder if the Executive,
by reason of physical or mental disability, is unable to fulfil his obligations
and duties hereunder for a period of 4 months in any 12 month period (other than
by reason of authorized vacation or leave).
11.3 Cause
The Company may terminate the Executive's employment hereunder immediately for
cause. The term "cause" will include, without limitation:
(a) any failure by the Executive to observe and perform any of his
covenants and obligations under this Agreement, including but
not limited to, the failure or refusal of the Executive to
comply with the lawful and reasonable directions or
instructions of the Company on any material matter;
(b) fraud, dishonesty, negligence or wilful malfeasance by the
Executive in connection with the performance of his duties
hereunder;
(c) any commission of a crime by the Executive;
(d) any intentional or willful conduct of the Executive which in
the opinion of the Company, acting reasonably, tends to bring
the Company into disrepute;
(e) any use or abuse of alcohol or drugs by the Executive which
adversely affects the Executive's ability to perform his
duties hereunder;
(f) the failure of the Executive to meet certain reasonable
performance objectives that are defined by the Board and that
are mutually agreed to in advance by the Executive and the
Company in writing, which failure is not cured to the
satisfaction of the Company within 15 days after written
notice specifying such failure in reasonable detail has been
delivered to the Executive;
(g) excessive absenteeism for whatever cause other than as
contemplated within Section 11.2 which, in the Company's sole
determination, acting reasonably, results in the Executive
being unable to perform his duties hereunder; or
(h) any act that would constitute cause under the common law of
the Province of British Columbia.
11.4 Without Cause
The Company may terminate this Agreement and the employment of the Executive
hereunder at any time without cause and without notice immediately upon payment
of the amounts stipulated in Section 12.3, and after the effective date of such
termination, the Executive will be entitled to no further rights or benefits
hereunder or in connection with his employment by the Company and the Executive
hereby irrevocably waives any claims against the Company in that regard. The
foregoing amounts represent the Company's maximum termination and severance
obligations to the Executive. This provision will remain in full force and
effect unamended notwithstanding any other alterations to the Executive's terms
and conditions of employment or to this Agreement, whether fundamental or
otherwise, unless the Executive and the Company otherwise agree in writing.
11.5 Termination by the Executive
The Executive may terminate this Agreement and his employment with the Company
hereunder without cause upon giving not less than 3 months written notice to the
Company. The Executive may terminate this Agreement for cause effective
immediately. For purposes of this Section 11.5, the term "cause" shall mean the
failure of the Company to pay to the Executive his base salary as and when due.
12. COMPENSATION ON TERMINATION
12.1 Compensation on Termination for Disability
During any period that the Executive fails to perform his duties hereunder as a
result of a physical or mental disability, the Executive will continue to
receive the salary payable to the Executive pursuant to and in accordance with
the terms of Article 9 until his employment is terminated pursuant to Section
11.2, provided that payments so made to the Executive will be reduced by the sum
of the amounts, if any, payable to the Executive under any disability benefit
plans of the Company or under any governmental disability insurance programmes
or other plans in which the Executive is a participant or pursuant to which the
Executive is entitled to receive benefits.
12.2 Compensation on Termination for Cause
If the Executive's employment is terminated for cause, then the Company will pay
the Executive his salary owing up to and including the date of termination and
upon making such payment the Company will have no further obligations to the
Executive under this Agreement or in connection with his employment by the
Company.
12.3 Compensation on Termination Without Cause
If the Executive's employment is terminated by the Company pursuant to Section
11.4 at any time during the first three months of the term of this Agreement,
the Company will pay to the Executive, in full and final satisfaction of any
obligation that the Company might then have to the Executive, an amount equal to
all salary yet unpaid and due to the Executive as at the day of termination and
the Executive will not be entitled to receive any notice or termination pay. If
the Executive's employment is terminated by the Company pursuant to Section 11.4
at any time after the first three months of the initial two year term of this
Agreement, the Company will either give to the Executive one week's notice or,
at its election, it may pay to the Executive an amount, to be inclusive of all
termination and severance amounts payable under this Agreement and any
applicable laws, equal to one week of base salary or such greater amount as the
Company may be required to give the Executive at that time pursuant to the
Employment Standards Act (British Columbia). As at the date of this Agreement,
the Employment Standards Act provides for severance payments or notice or a
combination of both equal to one week after three months employment, two weeks
after twelve months employment and, after three years employment, one week for
each completed year of employment to a maximum of eight weeks. Nothing in this
Agreement shall be construed as requiring the Company to pay money in lieu of
notice unless required to do so pursuant to the Employment Standards Act. All
payments made to the Executive under this Section will be less all applicable
statutory deductions and withholdings which the Company is required to make from
time to time. The amount payable under this Section will be paid to the
Executive in equal monthly instalments on the first day of each month during the
Time Period. Notwithstanding the foregoing, in the event that the Executive
breaches his obligations pursuant to Article 13 of this Agreement, and in
addition to any other rights of the Company in such event, the Company's
obligation to pay any amounts due to the Executive in excess of those provided
for in the Employment Standards Act, under this Section will terminate.
13. NON-COMPETITION AND NON-SOLICITATION
13.1 Non-Competition
Except with respect to any of the following for which the Executive has first
obtained the Board's express written consent, the Executive will not, during the
Time Period and within the Territory,
(a) directly or indirectly carry on, engage in or participate in
any Competitive Business either alone or in partnership or
jointly or in conjunction with any other Person; or
(b) directly or indirectly assist (as principal, beneficiary,
director, shareholder, partner, nominee, executor, trustee,
agent, servant, employee, independent contractor, supplier,
consultant, lender, guarantor, financier or in any other
capacity whatever) any Person to carry on, engage in or
participate in a Competitive Business; or
(c) have any direct or indirect interest or concern (as principal,
beneficiary, director, shareholder, partner, nominee,
executor, trustee, agent, servant, employee, consultant,
independent contractor, supplier, creditor or in any other
capacity whatever) in or with any Person, if any part of the
activities of such Person consists of carrying on, engaging in
or participating in a Competitive Business.
13.2 Non-Solicitation
During the Time Period, the Executive will not:
(a) directly or indirectly solicit any business opportunity except
for the sole benefit of the Company or for a purpose that does
not compete with the Company; or
(b) directly or indirectly assist (be it as principal,
beneficiary, servant, director, shareholder, partner, nominee,
executor, trustee, agent, employee, independent contractor,
supplier, consultant, lender, financier or in any other
capacity whatever) any Person directly or indirectly to
solicit any business opportunity except for the sole benefit
of the Company or for a purpose that does not compete with the
Company; or
(c) have any direct or indirect interest or concern (be it as
principal, beneficiary, director, shareholder, partner,
nominee, executor, trustee, agent, servant, employee,
consultant, independent contractor, supplier, creditor or in
any other capacity whatever) in or with any Person if any of
the activities of such Person or entity consists of soliciting
any business opportunity belonging to the Company, if such
solicitation is directly or indirectly intended to result in a
sale or service to, or the purchase of a property from, such
Person and is directly or indirectly competitive or
potentially competitive with the Company; or
(d) on his behalf or on behalf of any Person, directly or
indirectly contact Persons with whom the Company is or intends
to be engaged in discussions concerning business opportunity
to encourage such Person(s) to cease or restrict doing
business with the Company, or in any way interfere with or
attempt to disrupt the Company's relationships, contractual or
otherwise.
13.3 Employees
During the Time Period, the Executive will not directly or indirectly solicit or
induce, or attempt to solicit or induce, or offer employment to, any employee,
independent contractor, or consultant of the Company to leave the Company's
employ or terminate services to the Company, except for the sole benefit of the
Company and with the prior written consent of the Board.
13.4 Exception
Nothing in this Article 13 will prevent the Executive from directly or
indirectly owning up to an aggregate of 1% of the issued capital stock of any
public company the price of whose shares is quoted in a published newspaper of
general circulation.
13.5 Covenants Reasonable
The Executive agrees that:
(a) the covenants contained in this Agreement are essential
elements to this Agreement and that the Company would not have
entered into this Agreement without them;
(b) considering the market for the products of the Company, the
Territory is reasonable in order to protect the legitimate
business interests of the Company;
(c) since the breach by him of any of the provisions of this
Article 13 would cause serious and irreparable harm to the
Company which could not adequately be compensated for in
damages, in the event of a breach by him of any of such
provisions, the Executive consents to an injunction being
issued against him restraining him from any further breach of
any such provision, but the provisions of this Section will
not be construed so as to be a derogation of any other remedy
which the Company may have in the event of such breach; and
(d) the Time Period will be extended by the time the Executive is
in breach of any provision of this Article 13.
13.6 Severability
If a court of competent jurisdiction determines that all or any portion of the
covenants set forth in this Article 13 are void or unenforceable in the
circumstances, then such void or unenforceable provision will, automatically and
without further act on the part of the parties hereto, but only as regards those
matters or parties before the court, be reduced in scope, territory or duration
of time to such an extent that such court would hold the same to be enforceable
in the circumstances before the court.
13.7 Covenants Independent
The existence of any claim or cause of action of the Executive against the
Company or any affiliate thereof whether pursuant to this Agreement or otherwise
will not constitute a defence to the enforcement by the Company of the
provisions of this Article 13.
14. GENERAL
14.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining
to the employment of the Executive by the Company and supersedes all prior
agreements, negotiations, discussions and understandings, written or oral,
between the parties. There are no representations, warranties, conditions, other
agreements or acknowledgements, whether direct or collateral, express or
implied, that form part of or affect this Agreement, or which induced any party
to enter into this Agreement or on which reliance is placed by any party, except
as specifically set forth in this Agreement.
14.2 Amendment
This Agreement may be amended or supplemented only by a written agreement signed
by each party.
14.3 Waiver of Rights
Any waiver of, or consent to depart from, the requirements of any provision of
this Agreement will be effective only if it is in writing and signed by the
party giving it, and only in the specific instance and for the specific purpose
for which it has been given. No failure on the part of any party to exercise,
and no delay in exercising, any right under this Agreement will constitute a
waiver of such right. No single or partial exercise of any such right will
preclude any other or further exercise of such right or the exercise of any
other right.
14.4 Applicable Law
This Agreement will be governed by and construed in accordance with the laws in
force in the Province of British Columbia. Each party irrevocably submits to the
sole and exclusive jurisdiction of the courts of British Columbia with respect
to any matter arising hereunder or related hereto.
14.5 Time
Time is and will remain of the essence of this Agreement and all of its
provisions.
14.6 Notices
Any notice, demand or other communication (in this Section, a "notice") required
or permitted to be given or made hereunder must be in writing and will be
sufficiently given or made if:
(a) delivered in person during normal business hours on a Business
Day and left with a receptionist or other responsible employee
of the Company or any family member of the Executive at the
applicable address set forth below;
(b) sent by prepaid first class mail; or
(c) sent by any electronic means of sending messages, including
telex or facsimile transmission, which produces a paper record
("Electronic Transmission") during normal business hours on a
Business Day, charges prepaid and confirmed by prepaid first
class mail;
in the case of a notice to the Executive, addressed to him at:
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Facsimile: (000) 000-0000
and in the case of a notice to the Company, addressed to it
at:
000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: Chairman of the Board
Each notice sent in accordance with this Section will be deemed to have been
received:
(d) at the time on the day it was delivered;
(e) at the beginning of business on the third Business Day after
it was mailed (excluding each Business Day during which there
existed any general interruption of postal services due to
strike, lockout or other cause); or
(f) one hour after they were sent on the same day that it was sent
by Electronic Transmission, or at the start of business on the
first Business Day thereafter if the day on which it was sent
by Electronic Transmission was not a Business Day.
The Executive or the Company may change the address for notice by giving notice
to each other as provided in this
Section.
14.7 Assignment
This Agreement may not be assigned by the Executive, but may be assigned by the
Company to any successor in interest to the Business. If the Company does not
survive any merger, acquisition, or other reorganization, then it will make a
reasonable effort to obtain an assumption of this Agreement by the surviving
entity in such merger, acquisition, or other reorganization, but the failure to
obtain such assumption will not prevent or delay such merger, acquisition, or
other reorganization or relieve the Company of its obligations under this
Agreement. Subject thereto, this Agreement will enure to the benefit of and be
binding upon the parties and their respective heirs, executors, administrators,
legal personal representatives, successors (including any successor by reason of
amalgamation or statutory arrangement of any party) and permitted assigns.
14.8 Severability
Subject to Section 14.7, if any provision of this Agreement is determined to be
invalid or unenforceable, that will not affect the validity or enforceability of
any other provision hereof. The parties will in good faith negotiate a mutually
acceptable and enforceable substitute for the invalid or unenforceable
provision, which substitute will be as consistent as possible with the original
intent of the parties.
14.9 Further Assurances
Each party will do such acts and will execute such further documents,
conveyances, deeds, assignments, transfers and the like, and will cause the
doing of such acts and will cause the execution of such further documents as are
within its power as any other party may in writing at all time and from time to
time reasonably requests be done and or executed, in order to give full effect
to the provisions of this Agreement.
14.10 Independent Legal Advice
The Executive acknowledges that he has read and that he fully understands this
Agreement and he acknowledges and agrees that the Company has given him the
opportunity to seek, and has recommended that he obtain, independent legal
advice with respect to the subject matter of this Agreement. Further, the
Executive hereby represents and warrants to the Company that he has sought
independent legal advice or waives such advice.
14.11 Counterpart
This Agreement may be executed in counterpart, each of which, when so executed,
will be deemed to be an original copy hereof and thereof, and all such
counterparts together will constitute but one single agreement. Each party may
deliver a counterpart signature page by facsimile transmission.
IN WITNESS WHEREOF the parties have duly executed this Agreement on the date
first written above.
MAGELLAN GOLD CORP.
Per: /s/ XXXXX XXXXXX
-----------------------
Name: Xxxxx Xxxxxx
Title: Secretary
SIGNED, SEALED and DELIVERED by
Xxxxxxx X. Xxxxxxxx in the
presence of: )
)
/s/ XXXXX XXXXXX )
-------------------------------- )
Signature )
)
Xxxxx Xxxxxx ) /s/ Xxxxxxx Xxxxxxxx
-------------------------------- ) --------------------
Print Name ) XXXXXXX X. XXXXXXXX
)
#1025 - 000 X. Xxxxxxx Xx. )
-------------------------------- )
Xxxxxxxxx, XX X0X 0X0 )
-------------------------------- )
Address )
)
Barrister & Solicitor )
-------------------------------- )
Occupation )
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made as of the 14th day of September, 2005.
B E T W E E N :
0724000 B.C. LTD. (formerly Centrasia Mining Corp.), a British
Columbia corporation with an address of 000 - 0000 X. Xxxxxxxx
Xx., Xxxxxxxxx, XX X0X 0X0
("0724000")
OF THE FIRST PART
- and -
CENTRASIA MINING CORP. (formerly Baradero Resources Limited),
a British Columbia corporation with an address of Suite 1305 -
0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
("Centrasia")
OF THE SECOND PART
RECITALS:
1. 0724000 and Xxxxxxx X. Xxxxxxxx (the "Executive") are parties to an
Employment Agreement dated as of the 1st day of April 2004 (the
"Employment Agreement");
2. 0724000 has become a wholly-owned subsidiary of Centrasia and the
Executive has become the President and CEO of Centrasia; and
3. It is in order to assign all of 0724000's rights, obligations and
interest in the Employment Agreement to Centrasia;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
premises, agreements and covenants herein contained, the sum of Two Dollars
($2.00) now paid by each party hereto to the other and for other good and
valuable consideration (the receipt and sufficiency whereof being hereby
acknowledged), 0724000 hereby grants, assigns, transfers and sets over to
Centrasia all of its rights, obligations and interest in the Employment
Agreement, and Centrasia hereby assumes all of the rights, privileges,
obligations and liabilities of 0724000 in and to the Employment Agreement.
-2-
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the
date and year first above written.
0724000 B.C. LTD. CENTRASIA MINING CORP.
Per: /s/ Xxxxx Xxxxxx Per: /s/ Xxxx XxXxxx
------------------------- -------------------------
Authorized Signatory Authorized Signatory
THE ASSIGNMENT REFERENCED IN THE ABOVE AGREEMENT IS HEREBY ACKNOWLEDGED AND
CONSENTED TO AS OF THE 14TH DAY OF SEPTEMBER 2005.
/s/ Xxxxxxx Xxxxxxxx
----------------------------
XXXXXXX X. XXXXXXXX
