FIRST AMENDMENT AND EXTENSION TO JUNE 15, 2007 GLOBAL GOLD CORPORATION– LESTER CAESAR EMPLOYMENT AGREEMENT
EXHIBIT
10.13
FIRST
AMENDMENT AND EXTENSION TO
JUNE 15,
2007
GLOBAL
GOLD CORPORATION– XXXXXX XXXXXX
AMENDMENT
entered on August 11, 2009 and effective as of the 1st day of
August, 2009 between Global Gold Corporation, a Delaware corporation (the
"Company"), and Xxxxxx Xxxxxx (the
"Employee") to the Employment Agreement between the parties dated as of
June 15, 2007 (the "Agreement").
W I T N E S S E T H :
WHEREAS,
the Company has employed the Employee as Controller and needs to
retain the active service of the Employee in light of the Company’s
obligations and in light of other considerations;
WHEREAS,
the Corporation and the Employee desire to enter into an amendment and extension
of the Agreement on the terms and conditions hereinafter set forth;
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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CHANGE
IN TERM OF AGREEMENT. The term of
the Agreement is hereby extended until July 31, 2010 and Section 2 of the
Agreement is hereby amended to read as
follows:
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“TERM.
The term of this Agreement, as amended effective August 1, 2009, shall commence
on June 1, 2007 and end on July 31, 2010.”
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2.
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COMPENSATION. Employee’s
annual compensation shall continue on the same basis as provided in the
Agreement for the term of this extension; specifically at a base salary of
$30,000 per year and 20,000 shares vesting in two semi-annual installments
through July 31, 2010, and pursuant to the terms set forth in the
Restricted Stock Award attached to this Amendment.
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3.
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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 Agreement as of the
date
first above written.
| GLOBAL GOLD CORPORATION | |||||
| By |
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Van
X. Xxxxxxxxx,
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Xxxxxx
Xxxxxx
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Chairman
and CEO
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EXHIBIT
A
Global
Gold Corporation
00
Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
August
11, 2009
Xx.
Xxxxxx Xxxxxx
0
Xxxxxxxxx Xxxxx
Xxxxxxxxxx
Xxxxx, XX 00000
Re: Restricted Stock
Award
Dear
Xx.Xxxxxx:
As
consideration for your employment agreement, as amended effective August 1,
2009, with Global Gold Corporation (the “Corporation”) and
as an inducement for your rendering of services to the
Corporation, we hereby grant you Twenty Thousand (20,000) 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, 2009 within which you render the
services provided herein, you shall become fully vested in one half of the total
Shares granted hereunder. For the next six month period thereafter
through July 31, 2010, you shall become fully vested in the additional one half
of the total Shares granted hereunder. Thus, if you complete six then
twelve months of service as provided hereunder, you shall be vested in 10,000
then the full 20,000 of the Shares granted hereunder, respectively.
2. In
the event of your termination of your employment on or before the expiration of
the initial six month period commencing with August 1, 2009 or the subsequent
six month period thereafter 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, except in the case of a Change in Control. All Shares shall
vest upon the occurrence of a Change of Control (as defined herein) without
further action by you or the Corporation.
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.
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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. Notwithstanding
anything contained this in Agreement to the contrary:
(a) the
Shares shall become fully vested upon the occurrence of a Change of Control (as
defined in this Section 12), which shall occur upon
(i) (a)
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
Corporation; (b) there has been 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
Corporation; (c) twenty percent (20%) or more of the members of the Board
elected by shareholders are persons who were not nominated in the then most
recent proxy statement of the Corporation; or (d) the Corporation sells or
disposes of all or substantially all of its assets.
(ii) any
“person”, as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or persons acting in
concert (other than Xxxxx X. Xxxxxxxxx, Firebird Global Master Fund, Ltd., Van
X. Xxxxxxxxx or any of their affiliates) become the “beneficial owner” or
“beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time), directly
or indirectly, of the Corporation’s securities representing more than 50% of the
combined voting power of the Corporation’s then outstanding securities, pursuant
to a plan of such person or persons to acquire such controlling interest in the
Corporation, whether pursuant to a merger (including a merger in which the
Corporation is the surviving corporation), an acquisition of securities or
otherwise; and
(b) A
transaction shall not constitute a Change of Control if its sole purpose is to
change the state of the Corporation’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Corporation’s securities immediately before such
transaction.
(c) 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.
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13. 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.
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