KEY EMPLOYEE EMPLOYMENT AGREEMENT
This Key Employee Employment Agreement (Agreement) is made and entered
into as of this 24 day of October, 2003, by and between Calais Resources
Colorado, Inc., a Nevada corporation, and Calais Resources, Inc. a British
Columbia, Canada corporation ("Corporation" or "Employer"), and Xxxx Xxxx
(Employee.)
WHEREAS, Corporation is located at 0000 X. Xxxxxxxx Xxxxxxx, #000,
Xxxxxxxxx Xxxxxxx, XX 00000.
WHEREAS, Employer desires to employ Employee as its chief financial
officer (CFO) and Employee is willing to accept such employment by Employer, on
the terms, and subject to the conditions set forth in this Agreement.
WHEREAS, Employee understands and agrees that the Corporation is a
publicly traded entity (as that term is normally used in the course of business)
and is therefore subject to the rules and regulations of both state and federal
securities regulators;
NOW THEREFORE, for and in consideration of the mutual covenants found
herein and for other good and valuable consideration which the parties agree is
adequate, it is agreed as follows:
I. DUTIES
During the term of this Agreement, Employee agrees to be employed by
and to serve Employer as its CFO. Employee shall devote his good faith best
efforts, time, energy, and skill to the affairs of the Employer and at all times
during the term of this Agreement shall have powers and duties that are at least
commensurate with his position.
II. TERM OF EMPLOYMENT.
A. DEFINITIONS. For the purposes of this Agreement these
terms shall have the following meaning:
i. "Termination For Cause" shall mean termination by
Employer of Employee by reason of Employee's: (i) deliberate injury or attempted
injury to, Employer; or (ii) by reason of Employee's material breach of this
Agreement which has resulted in injury to Employer.
ii. "Termination Other Than For Cause" shall mean
termination by Employer or Employee of Employee's position, for any reason other
than as found in Termination for Cause.
B. INITIAL TERM.
The "Effective Date" shall be considered to be the date of the signing
of this Agreement. The term of employment of Employee by Employer shall be for a
period of two (2) years, beginning with the Effective Date (Initial Term).
At any time prior to the expiration of the Initial Term, Employer and
Employee may by mutual written agreement extend Employee's employment under the
terms of this Agreement for such additional periods as they may agree.
C. TERMINATION FOR CAUSE
Termination For Cause may be effected by Employer at any time during
the Initial Term of this Agreement, or any renewal or extension thereof, upon
written notification to the Employee. Upon Termination For Cause, Employee shall
promptly be paid all accrued salary, bonus compensation to the extent earned,
any deferred compensation plan in which the Employee is fully vested, accrued
vacation pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the date of termination, but
Employee shall not be paid any other compensation or reimbursement of any kind,
including without limitation, severance compensation.
To the extent that the Employee owns any of Employer's capital stock,
the Employee shall not be required to sell the same.
D. TERMINATION OTHER THAN FOR CAUSE.
Termination Other Than For Cause may be effected by Employer at any
time during the Initial Term of this Agreement, or any renewal or extension
thereof, upon written notification to the Employee. Upon Termination Other Than
For Cause, Employee shall promptly be paid all salary, bonus compensation, any
deferred compensation plan in which the Employee is fully vested, vacation pay
and any appropriate business expenses incurred by Employee in connection with
his duties hereunder, all to the date of remaining time left in two year
contract.
To the extent that the Employee owns any of the Employer's capital
stock, the Employee shall not be required to sell the same.
Notwithstanding anything herein to the contrary, at any time that the
Employee agrees to personally guaranty any corporate action, including, but not
limited to, any contract, agreement, purchase agreement, or otherwise, the
Employee cannot be terminated for cause or without cause until said guaranty has
been terminated by the Employer wherein the Employee is relieved of any further
personal liability under such agreement. At such time as he is so removed, then
the Employer shall be free to terminate the Employee in accordance with the
terms of this Agreement.
E. TERMINATION BY REASON OF DEATH
In the event of Employee's death during the term of this Agreement,
Employee's employment shall be deemed to have terminated as of the last day of
the month during which his death occurs and Employer shall promptly pay to his
estate or such beneficiaries as Employee may from time to time designate all
accrued salary, bonus compensation to the extent earned, deferred compensation
to the extent that the same is fully vested in the Employee, any benefits under
any plans of the Employer in which Employee is a participant to the full extent
of Employee's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with his duties hereunder,
all to the date of termination as described herein.
The Employee through his estate, shall not be required to sell any
capital stock that he holds.
I. NOTICE OF TERMINATION.
As to Termination for other than Cause, Employer may effect the
termination upon giving thirty (30) calendar days' written notice to the other
party.
In the event of Termination for Cause, the termination shall be
effective upon one (1) hours written notice from the Employer. In the latter
event, the Employee shall only be permitted to remove from the premises her
personal items, which in any event shall not include any computer file, disk,
storage media, or other written, printed, copied, or computer based information.
He may remove personal files from the computer only with the express permission
of the Employer who shall supervise the removal of the same from the computer.
II. SALARY, BENEFITS AND BONUS COMPENSATION.
A. BASE SALARY.
As payment for the services to be rendered by Employee and subject to
the above terms and conditions, Employer agrees to pay to Employee a salary in
the amount of One Hundred Thirty Thousand and 00/100 ($130,000) per annum
(Salary) payable at the rate of $5,000 every two weeks and shall be subject to
"Withholding" as that term is defined below.
Employee's Salary shall be reviewed annually by the Board of Directors
which may, in its discretion, authorize an increase in Employee's Salary for
such year in an amount as it deems appropriate. There can be no guaranty that
any such increase in salary will be authorized during any year.
B. BONUSES.
Employee shall be eligible to receive a discretionary bonus for each
year (or portion thereof) during the term of this Agreement and any extensions
thereof, with the actual amount of any such bonus to be determined in the sole
discretion of the Board of Directors. There can be no guaranty that any
discretionary bonus will be authorized during any year.
C. ADDITIONAL BENEFITS.
During the term of this Agreement, Employee shall be entitled to the
following benefits:
i. Employee Benefits. Employee shall be eligible to
participate in such of Employer's benefits, including, but not limited to,
health insurance coverage, and deferred compensation plans as are now generally
available or later made generally available to salaried employees of the
Employer,
ii. Vacation Employee shall be entitled to 2+ weeks of
vacation during each year during the term of this Agreement and any extensions
thereof, prorated for partial years.
iii. Life Insurance. For the term of this Agreement and
any extensions thereof, Employer may, at its expense, procure and keep in effect
term life insurance on the life of Employee payable to Employer in the aggregate
amount of $500,000.
iv. Automobile Allowance. For the term of this agreement
and any extensions thereof the corporation shall provide officer with an
automobile allowance of $0 annually.
v. Reimbursement for Expenses. During the term of this
Agreement, Employer shall reimburse Employee for reasonable and properly
documented out-of-pocket business and/or entertainment expenses incurred by
Employee in connection with his duties under this Agreement.
vi. Stock Options As soon as is practicable, the
Corporation shall issue to Employee stock options as follows:
A. 500,000 shares of its common stock at an
option price of $3.00 per share;
B. 500,000 shares of its common stock at an
option price of $5.00 per share;
and all such shares and the rights to exercise the same being jointly known as
the "Options". Warrants may be substituted for options.
D. WITHHOLDINGS.
All compensation and benefits to Employee hereunder shall be reduced by
all federal, state, local and other withholdings and similar taxes and payments
required by applicable law.
III. CONFIDENTIALITY.
Employee agrees that all confidential and proprietary information
relating to the business of Employer shall be kept and treated as confidential
both during and after the term of this Agreement, except as may be permitted in
writing by Employer's Board of Directors or as such information is within the
public domain or comes within the public domain without any breach of this
Agreement.
IV. MISCELLANEOUS PROVISIONS
A. Notices. Any notice under this Agreement shall be in
writing and shall be effective when actually delivered in person or three days
after being deposited in the U.S. mail, registered or certified, postage prepaid
and addressed to the party at the address stated in this Agreement or such other
address as either party may designate by written notice to the other.
B. Survival. Any of the terms and covenants contained in
this Agreement which require the performance of either party after the
termination thereof for any reason shall survive the termination and shall
remain enforceable.
C. Waiver. Failure of either party at any time to
require performance of any provision of this Agreement shall not limit the
party's right to enforce the provision, nor shall any waiver of any breach of
any provision be a waiver of any succeeding breach of any provision or a waiver
of the provision itself for any other provision.
D. Law Governing. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado and as
applicable all federal laws relating to the issuance of options by a publicly
traded entity.
E. Attorney Fees. In the event an arbitration, suit or
action is brought by any party under this Agreement or in any appeal therefrom,
it is agreed that the "Prevailing Party" shall be entitled to reasonable
attorneys fees to be fixed by the arbitrator, trial court, and/or appellate
court. For the purposes of this Agreement, the "Prevailing Party" shall be
deemed to be the party that has prevailed on a majority of the material issues
before the trier of fact and law.
F. Entire Agreement. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of this
Agreement.
G. Agreement Binding. This Agreement shall be binding
upon the heirs, executors, administrators, successors and assigns of the parties
hereto.
H. Further Action. The parties hereto shall execute and
deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of this
Agreement.
I. Good Faith, Cooperation and Due Diligence. The
parties hereto covenant, warrant and represent to each other good faith,
complete cooperation, due diligence and honesty in fact in the performance of
all obligations of the parties pursuant to this Agreement. All promises and
covenants are mutual and dependent.
Done as of the date first found above.
CALAIS RESOURCES COLORADO, INC.
CALAIS RESOURCES, INC.
by: /s/ Xxx Xxxxxxxxx /s/ Xxxx Xxxx
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Xxx Xxxxxxxxx Xxxx Xxxx
/s/ Xxxxxx Xxxxxxx
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Xxx Xxxxxxx
