EXHIBIT 10.01
LETTER OF UNDERSTANDING
BETWEEN
IDAHO CONSOLIDATED METALS CORP AND XXXXX XXXXXXX
The undersigned parties, Idaho Consolidated Metals Corp ("ICMC") and Xxxxx
Xxxxxxx ("Xxxxxxx") agree to the following terms of employment of Xxxxxxx by
ICMC. The following terms and conditions shall form the framework for any
further formalization between the parties.
It is therefore agreed and understood as follows:
ITEM ONE: CONSIDERATION
A. Xxxxx Xxxxxxx shall be paid U.S.$100,000 per annum divided into 12
monthly payments of $8333.33. Along with her monthly payment shall also
be reimbursed for all out of pocket expenses directly related to the
performance of her duties along with any advanced in the event of
travel related expenses. Xxxxxxx will submit an invoice monthly to
ICMC's offices for reimbursement of expenses. Said invoice shall
include copies of all receipts and other support data.
X. Xxxxxxx shall be provided an option package in ICMC common shares
consisting of 150,000 shares at a price of market on the date the news
release concerning this Letter Of Understanding is publicly announced
or $1.25 if the share price is lower than $1.25. Said options shall be
made available to Xxxxxxx with the first 25% available for purchase
upon signing, 25% after 6 months, 25% after 12 months and the remaining
25% after 18 months. In the event of termination all unexercised
options shall be exercised pursuant to the current stock option plan of
the Company. In the event of termination any options that have not
vested will terminate.
X. Xxxxxxx shall participate in any future grant of options or bonuses as
agreed to by management based on the Company's performance, which shall
be evaluated annually.
ITEM TWO: DUTIES AND RESPONSIBILITIES:
X. Xxxxxxx shall use her expertise and contacts in the mining industry and
investment community to assist ICMC in the following:
1. Advise and counsel regarding the corporate development of
ICMC.
2. Be primarily responsible for ICMC's corporate package for
investors and shareholders along with preparing for and making
presentations to brokers, analysts, shareholders and potential
investors.
3. Assist ICMC with financings for ongoing exploration and
development of the Company's precious metal projects.
4. Be available to shareholders and investment relations people
for communication about the Company and its projects.
5. Report directly to Xxxx Xxxxxxxxxxx on a regular basis.
ITEM THREE: POSITION
Xxxxxxx shall be designated Vice President of Corporate Finance.
ITEM FOUR: TERMINATION
This agreement may be terminated by either party with a 60-day notice.
In the event of provable malfeasance either party may immediately
terminate this agreement.
ITEM FIVE: RESPONBSILITIES OF ICMC
A. ICMC shall include Xxxxxxx in its D&O coverage.
B. ICMC shall make all information available to Xxxxxxx.
The parties hereto understand that the Company is proceeding to register its
shares in the United States by filing an SB2 Registration and Offering. The
undersigned parties recognize that further formalization and/or approval of one
or more regulatory bodies, including the Canadian CDNX, may be required for this
agreement. The parties therefore agree to cooperate with each other to satisfy
regulatory requirements.
The parties hereby acknowledge the terms and conditions of this letter of
understanding by signing below.
Signed on this _____ day of June 2001.
Idaho Consolidated Metals Corp Xxxxx Xxxxxxx
