Exhibit 10.18
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective as of
March 28, 1997, by and between GOLDEN QUEEN MINING COMPANY, INC.
("Corporation") and XXXXXXX X. XXXXXXX ("Employee").
Recitals
A. On or about May 24, 1996, Corporation and Employee entered into that
certain Employment Agreement ("Agreement"), a copy of which is attached hereto
as Exhibit A, pursuant to which Corporation agreed to employ the Employee as
its Vice President Administration and Controller, and Employee agreed to accept
such employment, on the terms and conditions contained therein. Terms not
defined herein shall have the meaning ascribed in the Agreement.
B. Corporation and Employee desire to, and hereby do, amend the Agreement as
hereinafter provided.
Operative Provisions
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby
incorporated herein by reference, and of the terms and conditions herein
contained the parties hereto agree as follows:
1. Term of Employment. Section Two of the Agreement is hereby amended to read
in its entirety as follows:
"SECTION TWO
TERM OF EMPLOYMENT
Corporation hereby employs Employee, and Employee hereby accepts
employment with Corporation, for a continuous period commencing on April
1, 1996, subject to termination of this Agreement only as hereinafter
provided in Section Five."
2. Compensation. Section Three of the Agreement is hereby amended to read in
its entirety as follows:
"SECTION THREE
COMPENSATION
Corporation shall pay Employee, and the Employee shall accept from
Corporation, compensation at the minimum annual rate of U.S. $86,000
during his employment with Corporation, prorated and payable semi-monthly
or on such other basis as the parties may hereafter agree. Such minimum
compensation may be adjusted for merit or other raises as from time to
time determined by the President and Chief Executive Officer and/or the
Board of Directors of Corporation or any Committee thereof having such
authority. Employee shall be entitled to a minimum paid vacation of three
(3) weeks in any calendar year. Employee shall also be entitled to an
annual cash bonus which will be set by the Board of Directors of the
Corporation and based upon the Employee's performance and the financial
condition of the Corporation."
3. Termination. Section Five of the Agreement is hereby amended to read in
its entirety as follows:
"SECTION FIVE
TERMINATION
This Agreement may be terminated by Employee or Corporation only for any
of the following reasons:
1. Voluntarily and without cause, subject to Section Six, upon at least 2
months' prior written notice of termination by Corporation to the Employee
or by the Employee to the Corporation; or
2. By the Corporation for cause (as hereinafter defined in Section Ten);
or
3. Subject to Section Six, by either Employee or the Corporation upon a
Change of Control (as hereinafter defined in Section Six); or
4. Upon retirement by Employee."
4. Severance Compensation. The first sentence of paragraph 2 of Section Six
is hereby amended to read in its entirety as follows:
"If Corporation shall terminate this Agreement for any reason except cause
as defined in Section Ten, then, upon the effective date of termination,
the Corporation shall pay Employee an amount equal to twenty-four (24)
months' salary."
Paragraph 3(b) of Section Six is hereby amended to read in its
entirety as follows:
"Irrespective of any other provision of this Agreement regarding
termination, if the event described above constituting a Change in Control
shall have occurred, upon the subsequent termination of Employee's
employment (unless such termination is by the Corporation for cause or by
Employee other than for "Good Reason"), Employee shall be entitled to and
will receive no later than the thirtieth (30th) day following the date of
termination a lump-sum severance payment equal to two (2) times Employee's
then current annual base salary. In addition, all benefits then
applicable to Employee shall be continued for a period of twenty-four (24)
months. In the event Employee has existing stock options, they will be
honored and all such options will vest immediately and may be exercised by
Employee at any time within three (3) months following the date of his
termination."
5. Miscellaneous.
a. The Agreement, as amended by this Amendment, contains the entire
agreement and understanding between the parties with respect to the terms
and conditions thereof. There are no oral understandings, terms or
conditions, and neither party has relied upon any representations, express
or implied, not contained in the Agreement or in this Amendment. All
prior understandings, terms or conditions are deemed merged into the
Agreement as amended by this Amendment.
b. This Amendment may not be changed orally, but only by agreement in
writing and signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
c. Except as set forth in this Amendment, all of the provisions of the
Agreement shall remain unchanged and in full force and effect.
d. This Amendment may be executed in counterparts, each of which shall be
deemed an original and together shall constitute one and the same
agreement, with one (1) counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as
of the day and year first written above.
EMPLOYEE: CORPORATION:
/s/ Xxxxxxx X. Xxxxxxx Golden Queen Mining Company, Inc.
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/s/ Xxxxxx Xxxxxxx
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Its president
