6/26/06
FIRST AMENDMENT TO
FEBRUARY 1, 2003
GLOBAL GOLD CORPORATION - XXXXX X. XXXXXXXXX
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDMENT, dated as of the 15th day of June, 2006, between
Global Gold Corporation, a Delaware corporation (the "Corporation"), and Xxxxx
X. Xxxxxxxxx (the "Employee") to the Amended and Restated Employment Agreement,
dated as of February 1, 2003 (the "Agreement"), between the parties;
W I T N E S S E T H T H A T:
WHEREAS, the Employee currently serves as Chairman and Chief
Executive Officer and the Corporation needs the continued active service of the
Employee in light of the Corporation's expanding efforts to obtain and exploit
mining projects and increased financial, reporting, and business development
obligations;
WHEREAS, the Corporation and the Employee desire to enter into
an amendment of the Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENT OF DUTIES. Employee shall continue his current duties as Chairman
and Chief Executive Officer until December 31, 2006 and effective January 1,
2007, Employee's employment shall continue as Treasurer and Chairman Emeritus
and the first sentence of Section 1 of the Agreement is hereby amended to read
as follows:
The Corporation hereby employs the Employee, and the Employee
hereby accepts and agrees to such employment, as Chairman and
Chief Executive Officer until December 31, 2006 and thereafter
as Treasurer and Chairman Emeritus, in such capacities, to be
responsible for overseeing, supervising and participating in
the day-to-day activities of the Corporation until December
31, 2006 and thereafter to supervise the treasury functions of
the Corporation and such other duties assigned by the Board of
Directors.
2. EXTENSION OF INITIAL TERM. The initial term of the Agreement is hereby
further extended for two years and Section 2 of the Agreement is hereby amended
to read as follows:
"TERM. The term of this Agreement shall commence on July 1,
2002 and end on June 30, 2008, and shall be automatically
renewed for consecutive one-year periods thereafter unless (a)
terminated on the anniversary of June 30 by either party on
120 days written notice or (b) sooner terminated as otherwise
provided herein."
3. COMPENSATION. The Corporation increases the annual sum payable to the
Employee as base compensation salary under the Agreement to $125,000 effective
as of June 30, 2006. In addition, Employee is awarded as additional base
compensation a Restricted Stock Award of 50,000 shares, vesting 25% on each
December 31 and June 30 commencing December 31, 2006 and pursuant to the terms
set forth in the Restricted Stock Award attached to this Amendment. Section 3(a)
of the Agreement is hereby amended to read as follows:
"Base Compensation. In consideration for the services rendered
by the Employee under this Agreement, the Corporation shall
transfer and deliver to the Employee as base compensation for
the initial term of this Agreement a total of 900,000 and
50,000 shares of its common stock pursuant to the terms of the
Restricted Stock Awards attached hereto as Exhibit A and the
Amendment hereof, dated June 15, 2006, and set forth in the
Awards (the "Restricted Stock Award") delivered to the
Employee. In addition to foregoing, the Corporation shall pay
to the Employee, as base compensation, the sum of $100,000 for
each 12-month period commencing on and after February 1, 2003
during the term of this Agreement until June 30, 2005, when
such annual salary shall be $125,000 until December 31, 2008,
payable in equal monthly installments on the 30th day of each
month."
4. GRANT OF OPTIONS. The Employee has been granted options to purchase 250,000
shares of the Corporation's Common Stock, par value $.001 per share, pursuant to
the Stock Option Agreement attached hereto as Exhibit B. 5. CHANGE OF CONTROL.
(a) Section 3(d)(ii)(B)(1)(a)(ii) of the Agreement and Section 12(a)(i) of the
Restricted Stock Award, dated February 1, 2003 and hereby amended to read as
follows:
"(a)(i) thirty-five percent (35%) or more of the
outstanding voting stock of the Corporation has been
acquired by any person (as defined by Section 3 (a) (9) of
the Securities Exchange Act of 1934, as amended) other
than directly from the Company; (ii) a merger or
equivalent combination involving the Corporation after
which 49% or more of the voting stock of the surviving
corporation is held by persons other than former
shareholders of the Company; (iii) twenty percent (20%) or
more of the members of the Board of Directors elected by
shareholders are persons who were not nominated in the
then most recent proxy statement of the Corporation; or
(iv) the Corporation sells or disposes of all or
substantially all of its assets."
(b) Section 3(d)(ii)(B)(1)(a)(ii) is amended by deletion of
the name "Xxxxxx X. Xxxxxxxx," and insertion of the name "Firebird Global Master
Fund, Ltd.." and deletion of the phrase beginning with ", except that" and
ending with "transaction or otherwise."
6. AMENDMENT TO RESTRICTED STOCK AWARD. In addition, the parties agree that
Shares awarded under each of the Awards to the Employee shall immediately vest
if a Change in Control occurs.
7. NOTICES. Section 12(a) of the Agreement is hereby amended to substitute the
Corporation's current address and facsimile number for that of Xx. Xxxxxxxx and
the substitution of the word "President" for "Xxxxxx X. Xxxxxxxx" and deletion
of the requirement of a copy to counsel.
8. SURVIVAL OF AGREEMENT. This Amendment is limited as specified above and shall
not constitute a modification or waiver of any other provision of the Agreement
except as required by terms agreed here. Except as specifically amended by this
Amendment, the Agreement terms shall remain in full force and effect and all of
its terms are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
GLOBAL GOLD CORPORATION
By ____________________________________ __________________________________
Van X. Xxxxxxxxx, President Xxxxx X. Xxxxxxxxx
