AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Exhibit
10.1
AMENDMENT
TO
AMENDED
AND RESTATED ENGAGEMENT AGREEMENT
This
Second Amendment to the Amended and Restated Engagement Agreement dated January
1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation
(the “Company”) and Xxxxx Xxxxxxx (hereinafter referred to as “Xxxxxxx”), as
amended by the First Amendment to the Engagement Agreement, dated March 18,
2010.
WHEREAS,
the Company and Xxxxx Xxxxxxx are parties to the Engagement Agreement;
and
WHEREAS,
on July 19, 2010, the Compensation Committee of the Board of Directors of the
Company approved an increase to the Annual Fee (as that term is defined in the
Engagement Agreement).
NOW THEREFORE, in
consideration of the premises and the mutual covenants and obligations contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties hereto, the parties agree as
follows:
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1.
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Section
3(a) of the Engagement Agreement is hereby deleted in its entirety and
replaced by the following section.
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(a)
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Base Fee. For his
services to the Company during the Engagement Period, the Company shall
pay Xxxxxxx a fee at the annual rate of not less than Two Hundred
($200,000) Dollars (the “Annual Fee”) payable in equal monthly
installments.
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IN WITNESS WHEREOF, the
undersigned parties have duly executed this Agreement as of July 19,
2010.
CAPITAL GOLD CORPORATION | |||
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By:
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/s/ Xxxxxxxxxxx Xxxxxxx | |
Xxxxxxxxxxx Xxxxxxx | |||
Chief Financial Officer | |||
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By:
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/s/ Xxxxx Xxxxxxx | |
Xxxxx Xxxxxxx | |||