EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 15th day of June, 2007 between Global Gold
Corporation, a Delaware corporation (the "Company"), and Xxx Xxxxxx, (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
and to carry out its financial planning, reporting, and business operations;
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 Chief Financial Officer and, in such
capacity, to be responsible for activities customarily associated with such a
position including financial analysis, monthly financial statements, forecast
review, reporting, controls, systems, budgets, tax and financial regulatory
compliance, and supervision of the controller as well as similar employees in
the United States and in countries where the Company has operations. The
Employee shall, subject to the supervision and control of the Company, 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.
(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 two years and
two months commencing on June 1, 2007 (or such other date as mutually agreed by
the parties) and ending on July 31, 2009, 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 second year hereof or any year thereafter or (c) sooner terminated as
otherwise provided herein.
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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 One Hundred Fifty
Thousand (150,000) 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 $125,000 for each
12-month period commencing on and after June 1st, 2007 during the term of this
Agreement, payable in equal monthly installments on the 15th day of each month.
In addition and pursuant the decision of the Compensation Committee, Employee
shall be awarded stock options to acquire One Hundred Fifty Thousand (150,000)
shares of common stock of Company at the rate of 75,000 per year vesting August
1, 2007 and 75,000 vesting August 1, 2008 (totaling 150,000) all in accordance
with the terms and conditions above.
(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 Directors, or any committee thereof duly authorized by the Board to make such
determination, based upon qualitative and quantitative goals determined by the
Board of Directors, 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) The Company shall also provide health and other benefits to Employee in
accordance with the Company's plan.
4. WORKING FACILITIES. The Company shall provide office space 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
board of Directors.
5. INDEMNFICATION. During the term of this Agreement, the Company shall provide
to the Employee insurance covering indemnification 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 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. 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.
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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) 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 Directors, 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;
(iv) Willful and unexcused neglect by the Employee of his employment
duties under this Agreement continued for at least 14 days after
written warning; or
(v) Any other material breach by the Employee of the provisions of
this Agreement.
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 10 of this Agreement, the Board of Directors' 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, unless the termination is based on fraud or reasons stated in
Section 7(a) (ii) above. In the event that the Employee desires to take any
matter with respect to such determination of Termination to arbitration, he must
commence a proceeding within 30 days after receipt of written notice of the
Board of Directors' 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.
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(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 Directors 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.
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(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 Directors 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
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(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 arbitration administered by the American
Arbitration Association in New York City. This Agreement and the rights of the
parties hereunder shall be governed by the law of the State of New York, 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 Corporation, 00 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000, facsimile number (000) 000-0000; and if to the
Employee, Xx. Xxx Xxxxxx, 00 Xxxxx Xxxxx, Xxxx Xxxxxx, XX 00000. 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 Agreement 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. Any stock or
options awarded to Employee pursuant to his prior agreements which are scheduled
to vest on July 31, 2007 shall vest according to the previously agreed terms.
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(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 Corporation
By: __________________ ______________________
Van X. Xxxxxxxxx, Xxx Xxxxxx
Chairman and CEO
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EXHIBIT A
Global Gold Corporation
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
June 15, 2007
Xx. Xxx Xxxxxx
00 Xxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
Re: Restricted Stock Award
Dear Xx. Xxxxxx:
As consideration for your employment agreement with Global Gold Corporation (the
"Corporation") and as an inducement for your rendering of services to the
Corporation, we hereby grant you One Hundred Fifty Thousand (150,000) shares of
the Common Stock of Global Gold 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 six month period commencing August 1, 2007
within which you render the services provided herein, you shall become fully
vested in one fourth of the total Shares granted hereunder. For the next six
month periods thereafter commencing on February 1, 2008 through July 31, 2009,
you shall become fully vested in an additional one fourth of the total Shares
granted hereunder. Thus, if you complete six, twelve, eighteen, and then twenty
four months of service as provided hereunder, you shall be vested in 37,500,
75,000, 112,500 and 150,000 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 24-month
period commencing with August 1, 2007 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.
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(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 and you or require the Corporation
to employ or retain you under such a contract or otherwise.
11. Notwithstanding anything contained this in Agreement to
the contrary 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:_____________________
Xxx Xxxxxxxxx, Chairman
Agreed:
______________________________
Xxx Xxxxxx
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