6/26/06
SECOND AMENDMENT TO
FEBRUARY 1, 2005
GLOBAL GOLD CORPORATION - VAN X. XXXXXXXXX
EMPLOYMENT AGREEMENT
AMENDMENT, dated as of the 15th day of June, 2006, between
Global Gold Corporation, a Delaware corporation (the "Corporation"), and Van X.
Xxxxxxxxx (the "Employee"), to the Employment Agreement, dated as of February 1,
2003 (the "Agreement"), amended as of January 1, 2005, between the parties;
W I T N E S S E T H T H A T:
WHEREAS, the Employee currently serves as President and
General Counsel and the Corporation needs the continued active service of the
Employee in light of the Corporation's expanding efforts to obtain and operate
mining projects and increased financial, reporting, and business development
obligations and in light of other considerations;
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. EXTENSION OF TERM. The term of the Agreement is hereby further extended until
June 30, 2009 and Section 2 of the Agreement is hereby amended to read as
follows:
"TERM. The term of this Agreement shall commence on June 1,
2003 (or such other date as mutually agreed by the parties)
and end on June 30, 2009, 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."
2. COMPENSATION. The Corporation increases the annual sum payable to the
Employee as base compensation salary under the Agreement to $225,000 effective
as of June 30, 2006. In addition, Employee is awarded as additional base
compensation a Restricted Stock Award of 600,000 shares vesting 1/3 on each
anniversary of June 30, 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 term of this Agreement a total of 900,000, 600,000 and
600,000 shares of its common stock pursuant to the terms of
the Restricted Stock Awards attached hereto as Exhibit A, the
First Amendment, dated as of January 1, 2005 and the Second
Amendment, dated as of June 15, 2006 and as set forth in such
Awards (the "Restricted Stock Awards") 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 June 1, 2003
during the term of this Agreement until January 1, 2005, when
such annual salary shall be $180,000 until June 30, 2006 when
such annual salary shall be $225,000, payable in equal monthly
installments on the 30th day of each month."
3. CHANGE OF CONTROL. (a) Section 3(d)(i) of the Agreement is hereby amended by
(i) inserting immediately following the phrase "(as defined herein) "or during
the 180 day period following a Change of Control a material diminution in the
status of Employee's responsibilities from those in effect on the date of the
Amendment inserting this phrase, divestiture or dissolution of Employee's unit
or a portion thereof or a change in the Corporation, which would materially
adversely effect the nature or status of Employee's job responsibilities, which
Employee gives notice of to the Corporation within such period", (ii) insertion
of "after termination of employment hereunder or the giving of the notice
provided for above, whichever occurs earlier" following the phrase "30 days
after" and (iii) deletion of the phrase "the occurrence of a Change in control."
(b) Section 3(d)(ii)(B)(1)(a)(ii)of the Agreement is hereby
amended to read as follows:
"(a)(i) thirty-five percent (35%) or more of the
outstanding voting stock of the Corporation all of which
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."
(c) 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."
4. 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 without further action by either party.
5. 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 "Chairman" for "Xxxxxx X. Xxxxxxxx" and deletion of
the requirement of a copy to counsel.
6. 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 ___________________________________________
Xxxxx X. Xxxxxxxxx, Chairman and CEOVan X. Xxxxxxxxx
