THERIAULT EMPLOYMENT AGREEMENT
XXXXXXXXX EMPLOYMENT
AGREEMENT
AGREEMENT, dated
as of September 15, 2006, by and between GOLD RUN INC., a corporation (the Company)
incorporated under the laws of Delaware, and having an office at 000 Xxx Xx., Xxxxx 000, Xxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0 and XXXXX XXXXXXXXX, an individual (the Employee) residing at 000
Xxxx Xxx Xxxxx, Xxxxxx Xxxxx, Xxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the
Company desires to employ Employee as Senior Exploration Geologist of the Company to provide the
services hereinafter set forth, on the terms and subject to the conditions hereinafter set forth;
and
WHEREAS, the
Employee desires to accept such employment on such terms and subject to such conditions;
NOW, THEREFORE,
the parties hereto do hereby covenant and agree as follows:
1. Employment and Term.
(a) The Company hereby
employs the Employee, and the Employee agrees to serve the Company as Senior Exploration
Geologist.
(b) The term of the
Employee s employment hereunder shall commence on September 15, 2006 (the Effective Date), and
shall end on the third (3rd) anniversary of the Effective Date, unless the same shall be sooner
terminated as hereinafter provided (the Term); provided that the Term shall automatically
renew on the third and each successive anniversary of the Effective Date for an indefinite number of
successive one-year periods unless, not less than three (3) months prior to the then scheduled
expiration of the Term, either the Company or the Employee shall give notice to the other of its
election not to renew the Term as of such then scheduled expiration date.
2. Duties.
(a) Subject at all times
to the control of the Board of Directors of the Company (the Board), the Employee shall report to
the Company s President, and others as the Company may designate, and undertake activities and
operations as directed by the President, consistent with the typical duties and obligations of a
Senior Exploration Geologist of a junior exploration company. The Company and the Employee shall
comply in all material respects with all federal, state and local laws, ordinances, regulations,
rules and orders applicable to it or him, as the case may be, it being understood and agreed that
the Employee, shall be reasonably responsible to assure that the Company remain in such
compliance.
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(b) The Employee shall
faithfully and diligently discharge his duties hereunder and use his best efforts to implement the
policies established by the Company. The Employee will devote substantially all of his time and
attention exclusively to the rendering of his services hereunder, subject to four (4) weeks vacation
per year of the Term (a Term Year).
3. Base Salary. During the Term,
the Company shall cause the Employee to receive a total base salary (the Base Salary) at the rate
of U.S. $96,000 per annum, subject to such increases, if any, as the Employee and the Board may from
time to time agree, in each case payable in accordance with the payroll practices of the
Company.
4. Expenses. The Employee shall,
during the Term, be entitled to receive reimbursement of all expenses reasonably incurred by the
Employee in performing his services hereunder, including all travel and living expenses while away
from home on business or incurred at the specific request or direction of the Company; provided that
all such expenses must be reasonable, and must be incurred and accounted for in accordance with the
rules, policies, procedures and guidelines, if any, established or to be established by the Company
(as the same may be modified or amended from time to time), and must be submitted to the Company,
with appropriate expense vouchers and substantiated by evidence competent to establish such expenses
to the United States Internal Revenue Service and otherwise as the Company may require.
5. Termination of Employment. Any
other provision of this Agreement to the contrary notwithstanding, Employee s employment may be
terminated only as follows:
(a) At the option of the
Company, only in the event:
(i) of the death of the
Employee;
(ii) of the Employee s
permanent disability, which shall mean the Employee s inability for a period of three consecutive
months, because of a physical or mental condition, substantially to render the services required
hereunder;
(iii) of good cause
shown at any time, as defined in Section 5.(c), as determined by the Company, subject to reasonable
prior notice of such cause and, if practicable, a reasonable opportunity to remedy such cause;
or
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(iv) at any time, at
the discretion of the Company.
(b) At the option of the
Employee, only in the event of any material breach by the Company of the terms hereof, subject to
reasonable notice of such breach(es) and, if practicable, a reasonable opportunity to cure its
breach(es).
(c) For purposes of
Section 5.(a)(iii), good cause shall mean, but not be limited to:
(i) the failure of the
Employee substantially to perform his duties hereunder (other than failure resulting from the
Employee s incapacity resulting from physical illness), after reasonable notice of such failure and,
if practicable, a reasonable opportunity to cure such failure;
(ii) any material
breach by the Employee of the terms hereof, as determined by the Company, subject to reasonable
notice of such breach(es) and, if practicable, a reasonable opportunity to cure his
breach(es);
(iii) the commission by
the Employee of (1) an act which constitutes a dishonest act against the Company, a customer, a
vendor, an employee, a consultant or an advisor of the Company, or (2) an act which constitutes a
fraud or felony under applicable law, or (3) any chronic violation of law; or
(iv) the Employee
abuses any substance deemed detrimental, by the Company, to the performance of his duties during
business hours or conducts business under the undue influence of such substances or his abuse of
such substances adversely affects his ability to perform his duties, which the Employee shall not
have cured after reasonable notice and a reasonable opportunity to cure.
(d) Upon the termination
of the Employee s employment as provided in this Agreement, the Employee or his legal
representatives shall be entitled to receive promptly any Base Salary accrued to the date of such
termination. In addition, upon termination of the Employee s employment by the Company for any
reason (including, but not limited to, the reason set forth at Section 5.(a)(iv) hereof) other than
those reasons specifically set forth at Section 5.(a)(i) through (iii) hereof, the Company shall
also pay to the Employee severance in an amount equal to three (3) months Base Salary;
provided that, upon termination of the Employee s employment by the
Company by reason of the event set forth at Section 5.(a)(i) hereof, the Company
shall pay to the estate of the Employee severance in an amount equal to three (3) months
Base Salary.
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6. Xxxxxxxxx Undertaking.
Employee will not hold, accept or otherwise acquire any position with another entity, as a
shareholder, partner, consultant, officer or director, which such position imposes on him, or may
impose upon him in the future, a duty which could result in a conflict of interest arising between
Employee and the Company respecting any aspect of mineral exploration, including, without
limitation, acquisition or divestiture of properties, access to financing, and personnel.
7. Employee understands, acknowledges
and agrees that, notwithstanding anything herein to the contrary, neither he nor an affiliate of
his, including without limitation Xxxx Xxxxxxxxx, will directly or indirectly acquire any interest
in any property without first offering in writing such opportunity, without cost or markup, to the
Company.
8. Stock or Option Plan. The
Board of Directors of the Company shall determine, from time to time, in its discretion whether and
to what extent the Employee may participate in any stock or option plan hereafter adopted by the
Company.
9. Confidential Information.
Employee acknowledges that, as a result of his employment by the Company, Employee will obtain
secret and confidential information concerning the business of the Company, including without
limitation the identity of vendors and sources of supply, their needs and requirements, the nature
and extent of the Company s arrangements with them, and related cost, price and sales information.
Employee also acknowledges that the Company would suffer substantial damage if, during the period of
his employment with the Company or thereafter, Employee should divulge secret and confidential
information relating to the business of the Company acquired by him in the course of his employment.
Therefore, Employee agrees that he will not at any time, whether during the Term or thereafter,
disclose or divulge at any time to any person, firm or Company, any secret or confidential
information obtained by Employee while employed by the Company, including but not limited to
operational, financial, business or other affairs of the Company, trade know how or secrets, vendor
lists, employee lists, consultant lists, sources of supply, pricing policies, operational methods or
technical processes.
10. Construction and Enforcement of
Section 9. The parties hereto recognize and acknowledge that the provisions of Section 9 are of
great importance and value to the Company. The Employee recognizes that the provisions of Section 9
are necessary for the Company s protection, are reasonable restraints ancillary to the formation and
organization of the business and the retention of the Employee to run the business, and that the
Company would be irreparably damaged by a breach thereof and would not be adequately compensated by
monetary damages. The Company, therefore, in addition to its other remedies, shall be entitled to an
injunction from any court having jurisdiction restraining any violation or threatened violation of
the provisions of Section 9, without the necessity of proving monetary damages, and without the
necessity of proving that monetary damages would be insufficient. If any provision of Section 9 is
held to be unenforceable because of the scope, duration or area of its applicability, the court
making such determination shall have the power to modify such scope, duration or area, or all of
them, and such provision shall then be applicable in such modified form. If any provision of Section
9 shall be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such
provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity,
prohibition or unenforceability, without invalidating the remaining provisions of Section 9 or
affecting the validity or enforceability of such provisions in any other jurisdiction.
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11. Release upon Termination or
Expiration. In the event that the employment of the Employee with the Company is terminated or
expires for any reason, in exchange for payment in full of all amounts owing to Employee under the
terms of this Agreement at the date of termination, the Employee shall execute and deliver to the
Company a general release in form to be determined by the Company, to the effect that Employee
acknowledges that receipt of any monies and benefits pursuant to the terms of this Agreement is in
full satisfaction of any and all outstanding claims or entitlements which the Employee may otherwise
have against the Company, as well as the officers, directors, employees and agents of the Company,
under or in respect of, this Agreement.
12. Entire Agreement; Amendment.
This Agreement contains the entire agreement between the Company and the Employee with respect to
the subject matter thereof. This Agreement may not be amended, waived, changed, modified or
discharged except by an instrument in writing executed by or on behalf of the party or parties
against whom any amendment, waiver, change, modification or discharge is sought.
13. Notices. All notices,
requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered or mailed, by certified mail, return receipt requested, as
follows:
(a) To the
Company:
(b) To the
Employee:
Xx. XXXXX
XXXXXXXXX
000 Xxxx Xxx Xxxxx
Xxxxxx Xxxxx, Xxxxxx 00000
000 Xxxx Xxx Xxxxx
Xxxxxx Xxxxx, Xxxxxx 00000
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and/or to such other persons and
addresses as any party shall have specified in writing to the other by notice as aforesaid.
14. Assignability. In the event
of any sale or other disposition of all or a substantial part of the business of the Company,
whether by sale of stock, sale of assets, merger or otherwise, then the successors and assigns of
such business shall assume all of the Company s obligations under this Agreement in respect of the
Company so that the Employee will continue to have all of the benefits of this Agreement to the same
extent that the Employee would have had had the aforesaid sale not taken place. This Agreement shall
not be assignable by Employee, but it shall be binding upon, and shall inure to the benefit of, his
heirs, executors, administrators and legal representatives. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns.
15. Captions; Sections; The
caption headings of the Sections and subsections of and to this Agreement are for convenience of
reference only and are not intended to be, and should not construed as, defining or limiting the
contents of such Sections and subsections. Unless otherwise indicated, all references in this
Agreement to Sections and subsections are to Sections and subsections of this Agreement.
16. Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed therein and the parties subject to the exclusive
jurisdiction of the courts sitting in the State of Nevada having jurisdiction for resolution of all
disputes arising under this agreement.
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| By: | /s/ Xxxx Xxxxxxxxx | ||
| Xxxx Xxxxxxxxx, CEO | |||
| /s/ Xxxxx Xxxxxxxxx | |||
| XXXXX XXXXXXXXX | |||
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