EMPLOYMENT AGREEMENT
Exhibit 10.22
THIS EMPLOYMENT
AGREEMENT (the "Agreement") made effective on
the 4th day of January, 2008 (the "Effective Date").
BETWEEN:
a
corporation incorporated pursuant to the laws of Delaware
(hereinafter
called the "Company")
-and-
XXXXXXX
AKERFELDT,
an
individual residing in the Province of Ontario
(hereinafter
called the "Executive")
WHEREAS the Company has
offered to employ the Executive in the position of Chief Executive Officer, upon
and subject to the terms and conditions set forth in this Agreement, and the
Executive wishes to accept such employment;
NOW THEREFORE in consideration
of the mutual covenants herein contained, and for other good and valuable
consideration, the parties hereto agree as follows:
TERM
1. The
Executive's employment hereunder shall be for a one (1) year term, commencing on
the Effective Date, subject to termination by either party in accordance with
the provisions of this Agreement (the "Term"). Notwithstanding the
foregoing, this Agreement shall automatically renew for successive one (1) year
terms (each, a "Successive
Term") unless the Company provides no less than sixty (60) days written
notice to the Executive (a "Non-Renewal Notice") notifying
the Executive that the Agreement shall conclude upon the expiration of the Term
or Successive Term, as the case may be, and not automatically
renew.
DUTIES
2. The
Executive shall serve the Company in the capacity of Chief Executive Officer and
shall perform such duties and exercise such powers pertaining to the management
and operation of the Company as may be determined from time to time by the board
of directors of the Company, consistent with the office of Chief Executive
Officer. The Executive shall perform those duties that may reasonably be
assigned to him, diligently and faithfully to the best of his abilities. The
Executive shall devote such amount of working time and attention to the business
affairs of the Company
as is required (as determined by the Company, acting in good faith) to perform
the functions consistent with the office of Chief Executive Officer, it being
acknowledged that the Executive acts as independent director to certain other
companies and is also involved in the management of Ritz Plastics, Inc. The
Executive further acknowledges that he is bound to follow the policies and
procedures established by the Company, from time to time, including any code of
business conduct adopted by the Company (including any future revisions of such
policy or procedure and code of conduct). In carrying out his duties and
responsibilities as Chief Executive Officer of the Company, the Executive shall
comply with all lawful instructions as may be given from time to time by the
Company.
COMPENSATION
3. The
Executive shall be entitled to salary and bonuses, as follows:
(a) Salary. The Executive shall
receive a base salary in the amount of USD$250,000 per annum, payable in
accordance with the Company's normal payroll cycle.
(b) Bonus. In addition to the
Executive's base salary, the Executive shall be eligible to participate in any
discretionary employee bonus plan, which is implemented by the Company in its
sole and unfettered discretion, at a level commensurate with his
position.
(c) Options.
The Company and Executive agree that the Executive shall receive options to
purchase 250,000 common shares of the Company pursuant to the Company's stock
option plan. In the event Executive's employment is terminated other than for
cause, the term of the options shall extend for a period of twelve months from
the termination date, and the vesting provisions of such options shall continue
to run for such twelve-month period.
BENEFITS
4. The
Executive shall be entitled to participate in all of the Company's benefit plans
generally available to its senior level employees from time to time. The
Executive's rights under these benefit plans shall be determined entirely by the
terms and conditions of the plans and the Executive shall have no independent
rights as against the Company in connection with the said benefits.
VACATION
5. During
his employment hereunder, the Executive shall be entitled to six (6) weeks paid
vacation per calendar year, to be scheduled at such times as are acceptable to
the board of directors of the Company having regard to the business requirements
of the Company
EXPENSES
6. The
Executive shall be reimbursed at cost for all reasonable travel, cell phone and
other out-of-pocket expenses, which the Executive incurs in connection with
carrying out his duties hereunder, in accordance with and subject to the terms
of Company's expense policy, as amended from time to time. For all such expenses
the Executive shall furnish the Company with appropriate receipts.
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TERMINATION
7. For Cause. The Company may
terminate the employment of the Executive for cause, without notice or any
payment in lieu thereof. "Cause" shall mean just cause at common
law.
8. Without Cause. The Company
may terminate the Executive's employment at any time without just cause
provided, however, that in the event of such termination without cause, the
Company shall provide the Executive with the following payments and benefits, in
lieu of notice:
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(a)
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the
Company shall pay to the Executive the amount of all outstanding salary
and bonuses earned by the Executive under section 3 hereof to the date of
termination;
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(b)
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the
Company shall pay to the Executive a lump sum payment equal to three (3)
months of the Executive's then current annual base salary for each year or
portion thereof that the Executive has been employed by the Company in the
capacity of Chief Executive Officer. For clarity, during the first (1st) year (or portion
thereof) of the Executive's employment pursuant to this Agreement, the
Executive shall be entitled to a lump sum payment equal to three (3)
months of the Executive's then current annual base salary. During the
second (2nd)
year (or portion thereof) of the Executive's employment pursuant to this
Agreement, the Executive shall be entitled to a lump sum payment equal to
six (6) months of the Executive's then current annual base salary,
etc.;
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The lump
sum payments referred to above shall be paid within thirty (30) calendar days of
the termination of the Executive's employment.
It is
acknowledged by the Executive that delivery of a Non-Renewal Notice shall not
constitute termination without cause pursuant to this Section 8 and shall not
entitle the Executive to any termination payment, other than payment of all
outstanding salary and bonuses earned by the Executive under section 3 hereof to
the date of expiration of the Agreement.
The
Executive acknowledges and agrees that payment by the Company as provided for
in
Section 8
shall be in full and final settlement of any and all claims, demands, actions
and suite whatsoever which the Executive has or may have against the Company,
its affiliates and any of their directors, officers, employee and their
successors and assigns. The Executive further agrees, that if required by the
Company, he will sign a release in favor of the Company.
9. Resignation by Executive. The
Executive may terminate his employment hereunder at any time, by giving to the
Company two (2) months written notice of his intention to resign. The Company
may waive all or a part of such notice provided, however, that the Executive
shall be paid the amount of any salary, bonus and benefits that would have been
earned by him, had he continued to work until the expiry of such two (2) months
notice of resignation.
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10. Termination upon Death or
Disability. The employment of the Executive and this Agreement shall
automatically terminate without liability to the Company beyond amounts due and
owing through the date of the termination, provided that (i) if death or
disability occurs in the course of the Executive carrying out his duties as
Chief Executive Officer, such occurrence shall be deemed a termination without
cause and the Executive shall have the benefits contemplated under Section 8
hereof, and (ii) nothing hereunder shall disentitle the Executive or the
Executive's estate or beneficiaries to any entitlements that would properly
arise as a result of the death or disability of the Executive under the terms of
any applicable benefits plan, upon the happening of any of the
following:
| (a) | the death of the Executive; |
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(b)
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the
Executive remaining totally disabled, as that term is defmed in any long
term disability plan in effect for employees of the Company (or, if such
plan is not in effect, meaning the Executive's physical or mental
incapacity which, in the reasonable, good faith determination of the board
of directors of the Company, renders him incapable of carrying out her
duties under this Agreement), for a consecutive period of one hundred and
twenty (120) days or a cumulative period of one hundred and twenty (120)
days in any six (6) month period, subject to the provisions of the Ontario
Human Rights Code. Any statutorily required payments due to the Executive
shall be payable as per the applicable legislation. All other payments due
to the Executive shall be payable as prescribed with this Agreement or
within thirty (30) calendar days of receipt of an executed
release.
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11. Termination upon Change ofControl.
In the event the Company experiences a change in control through the
purchase of over fifty percent (50%) of the Company's issued and outstanding
shares by a third party, or corporate reorganization having the same effect, and
notice of termination is given by the Company within 6 months thereafter, then
the lump sum payment stipulated in 8(b) above shall be increased to 18 months,
and stock options with vesting provisions will vest immediately.
CONFIDENTIALITY
12. The Executive
acknowledges and agrees that he will not, during his employment hereunder and
following the termination of such employment, whether voluntary or involuntary,
directly or indirectly disclose to any person or in any way make use of (other
than for the benefit of the Company), any confidential information concerning
the business and affairs of the Company. Nothing in this section shall preclude
the Executive from disclosing such information if such disclosure is required by
law or a court of competent jurisdiction.
MISCELLANEOUS
13. Amendment. If both parties
agree, this agreement may be amended in whole or in part, as long as any such
amendments are in writing and signed by the parties hereto.
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14. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Province
of Ontario, and the federal laws applicable therein.
15. Successors and Assigns. This
Agreement shall be binding on and enure to the benefit of the successors and
assigns of the Company.
16. Notices. Any notice or other
communication required or permitted to be given hereunder shall be in writing
and either delivered by hand, mailed by prepaid registered mail or sent by
facsimile or other electronic communication. At any time other than during a
general discontinuance of postal service due to strike, lock-out or otherwise, a
notice so mailed shall be deemed to have been received three business days after
the postmarked date thereof or, if delivered by hand, shall be deemed to have
been received at the time it is delivered or, if delivered by facsimile or other
electronic communication, shall be deemed to have been received on the next
business day after it is sent. If there is a general discontinuance of postal
service due to strike, lock-out or otherwise, a notice sent by prepaid
registered mail shall be deemed to have been received three business days after
the resumption of postal service. Notice shall be addressed as
follows:
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(a)
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If
to the Company:
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| 0000 Xxxxx Xxxxxx Xx. | ||
| Xxxxx 000 | ||
| Xxxxxxx Xxxx, XX 00000 | ||
| Email: xxxx@xxxxxxxxxxxxx.xxx |
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(b)
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If
to the Executive, the last address of the Executive in the records of the
Company.
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17. Withholdings. If required by
applicable law, all taxable amounts set forth ill this Agreement are subject to
applicable withholding or source deductions.
18. Entire Agreement. This
Agreement constitutes the entire agreement and understanding of the parties
hereto, with respect to the subject matter hereof, and supersedes all prior
written or verbal agreements and understandings between the Company and the
Executive relating to such subject matter.
IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.
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FIRSTGOLD CORP.
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/s/Xxxxxxx
Akerfeldt
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Per:
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/s/Xxxxxxx Akerfeldt | |
| Xxxxxxx Akerfeldt |
Authorized
Signatory
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