BATTLE MOUNTAIN GOLD COMPANY
AGREEMENT
This Agreement made this ____ day of ________, 2000, by and between
Battle Mountain Gold Company, a Nevada corporation with its principal office at
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter, together with
its successors, called the "Company") and < < FirstName > > < < LastName > >
("Key Employee").
WITNESSETH:
WHEREAS, the Company recognizes the value of the experience, abilities
and services of the Key Employee; and
WHEREAS, all of the terms, conditions and undertaking of this Agreement
and the execution of this Agreement have been duly approved, authorized and
directed by the Compensation and Stock Option Committee of the Board of
Directors ("Committee") for and on behalf of the Company;
NOW, THEREFORE, for good and valuable consideration, it is mutually
agreed by and between the parties hereto as follows:
1. RETENTION BONUS PAYMENT. (a) 2000 BONUS. Subject to clause 3 of
this Agreement, the Company shall pay Key Employee US$< < M_2000bonus > > on
October 2, 2000 ("2000 Bonus") provided that Key Employee is actively
employed by the Company on October 2, 2000; (b) 2001 BONUS. Subject to clause
3 of this Agreement, the Company shall pay Key Employee US$< < M_2001bonus > >
on October 1, 2001 ("2001 Bonus") provided that Key Employee is actively
employed by the Company on October 1, 2001.
2. FORM OF PAYMENT. The 2000 Bonus and the 2001 Bonus will each be
payable to the Key Employee in the form of cash on the attainment of the
respective employment time goal set forth above.
3. FORFEITURE. If the Key Employee is not actively employed by the
Company on October 2, 2000 or October 1, 2001, the Key Employee shall
respectively forfeit his right to the payment of the 2000 Bonus and 2001 Bonus
pursuant to clause 1.
4. CHANGE IN EMPLOYMENT STATUS. If prior to October 1, 2001, Key
Employee resigns for Good Reason or the Company terminates Key Employee's
employment for any reason except for Termination for Cause, then the Company
will pay Key Employee, in one lump sum cash payment, (i) an amount equal to the
aggregate total amount of the 2000 Bonus and the 2001 Bonus if the termination
of employment of the Key Employee, as set forth above, occurs prior
to October 2, 2000, or (ii) an amount equal to the 2001 Bonus if the
termination of employment of Key Employee, as set forth above, occurs on or
after October 2, 2000 but on or prior to October 1, 2001. In such case, the
lump sum cash payment shall be paid to the Key Employee by the Company no
later than thirty (30) days following the termination date of employment of
the Key Employee.
For the purposes of this Section 4, "Good Reason" and "Termination for
Cause" shall have the following definitions:
"GOOD REASON" means any of the following Company acts or failures to act:
a. change in the Key Employee's status, title, position, duties or
responsibilities which, in the Key Employee's reasonable judgment,
represents a substantial reduction of his immediately prior
status, title, position, duties or responsibilities;
b. failure to either (i) continue in effect any material salary,
compensation or benefit plan, program or practice in which the Key
Employee was participating immediately prior to such failure, or
(ii) provide the Key Employee with salary, compensation and
benefits at least equal (in terms of benefit levels and/or reward
opportunities) to those provided under each such plan, program and
practice as in effect immediately prior to such
failure;
c. requirement that the Key Employee (without his consent) be based
at any place outside a 35 mile radius of his prior place of
employment, except for reasonably required travel on the Company's
business or, in the event the Key Employee consents to any such
relocation, the Company's failure to pay (or reimburse the Key
Employee for) all reasonable moving expenses incurred by him
relating to a change of principal residence in connection with
such relocation and to indemnify Key Employee against any loss
realized in the sale of Key Employee's principal residence in
connection with any such change of residence;
d. material breach of any provision of this Agreement; or
e. purported termination of the Key Employee's employment for cause
by the Company which does not meet the definition of "Termination
for Cause" in this Agreement.
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"TERMINATION FOR CAUSE" means a termination of the Key Employee's
employment which is based on the fact that the Key Employee (a) willfully
and continually failed to substantially perform his duties with the
Company (other than a failure resulting from the Key Employee's
incapacity due to Disability), or (b) willfully engaged in conduct which
is demonstrably and substantially injurious to the Company, monetarily or
otherwise.
5. NO RIGHT TO EMPLOYMENT. This Agreement is not an employment
agreement. Nothing contained in this Agreement shall be construed to limit in
any way the rights of the Company or any of its affiliates to terminate the Key
Employee's employment with Company or any such affiliate at any time. Nothing
contained in this Agreement shall be evidence of any agreement or understanding,
expressed or implied, that the Company or any affiliate will employ the Key
Employee in any particular position or at any particular rate of remuneration.
The Key Employee's employment, in the absence of any other written agreement to
the contrary, shall be on an at will basis, terminable by either the Company or
the Key Employee on notice to the other.
6. CONFIDENTIALITY.The Key Employee acknowledges his or her
continuing obligation of confidentiality regarding proprietary or confidential
information of the Company. During and after the term of this Agreement, the Key
Employee agrees to maintain the strictest confidence with respect to information
concerning the business or affairs of the Company which was acquired by the Key
Employee during the course of employment including the terms of this Agreement.
Such information includes, but is not limited to, inventions, ideas, technical
data, products, services, processes, procedures, prices, litigation, discounts,
computer and information systems (including software), future plans, policies,
and all other knowledge in whatever form used in management, engineering,
marketing, finance, litigation, operations, or otherwise concerning the business
of the Company which is of a proprietary or confidential nature. Following
termination of employment with the Company, the Key Employee hereby covenants
not to use or disclose, and not to allow others to use or disclose, any such
information at any time without the express written consent of the President of
the Company, unless the Key Employee is legally compelled to do so by proper
legal process. Should the Key Employee be served with legal process seeking the
Key Employee to disclose any such information, the Key Employee agrees to notify
the President of the Company immediately in order that the Company may resist
such process if it so chooses. It is understood and agreed that if at any time
the Key Employee violates this obligation of confidentiality regarding
proprietary or confidential information of the Company, then the Company may, in
its sole discretion, discontinue and/or recover any or all payments made
hereunder to the Key Employee and seek to recover damages.
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7. WITHHOLDING OF TAXES. The Company may withhold from any payment
made hereunder all federal, state, city or other taxes as may be required
pursuant to any law or governmental regulation or ruling.
8. ADMINISTRATION. The Committee shall administer this Agreement.
Bonus awards granted hereunder have been determined by the Committee. All
questions of interpretation of this Agreement shall be determined by the
Committee.
9. NO FUNDING. The Key Employee has the status of a general unsecured
creditor of the Company. This Agreement constitutes a mere promise by the
Company to make payments in the future as set forth herein. This Agreement is
intended to be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.
10. NO ASSIGNMENT. The Key Employee's right to payment hereunder are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Key Employee or the Key Employee's beneficiary, other than by transfer by will
or by the laws of descent and distribution. In the event of any attempt at such
prohibited assignment or transfer, the Company shall have no liability to pay
any amount so assigned or transferred.
11. SUCCESSORS. This Agreement shall bind any successor (whether
direct or indirect, by purchase, merger, combination, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, in the same manner and to the same extent that the Company would be
obligated under this Agreement if no succession had taken plan. In the case of a
transaction in which such successor would not by the foregoing provision or by
operation of law be bound by this Agreement, the Company shall require such
successor expressly and unconditionally to assume and agree to perform the
Company's obligations under this Agreement, in the same manner and to the same
extent that the Company would be required to perform if no succession had taken
place.
12. PROTECTIVE PROVISIONS; WAIVER. Any payment payable to the Key
Employee hereunder is conditioned upon the Key Employee's cooperation with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payments set forth above. Receipt of any payment hereunder may
be contingent, at the Company's sole discretion, upon the Key Employee's signing
a waiver and release with respect to form, substance and timeliness of the Key
Employee's rights to such payment(s).
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13. ENTIRETY; AMENDMENT OF AGREEMENT. This Agreement shall constitute
the entire understanding between the parties hereto with respect to the subject
matter hereof and may be modified only by writing executed by the parties
hereto.
14. NOTICE. Any notice required or permitted to be given to the
Company hereunder shall be sufficient if in writing and hand delivered, or sent
by registered or certified mail, to the Company at its principal office to the
attention of the Vice President of Human Resources. Any notice required or
permitted to be given to the Key Employee hereunder shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to the last
known address of the Key Employee. Such notice shall be deemed given as of the
date of delivery, or if delivery is made by mail, as of the date shown on the
postmark on the receipt of the registration or certification.
15. VALIDITY. In case any provision hereunder shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Agreement shall be construed and enforced as if
such illegal and invalid provision had never been inserted in the Agreement.
16. CONSTRUCTION. No payments made hereunder shall be considered
"Annual Compensation" under any of the Company's Severance Plans, programs, or
Agreements. This Agreement is supplemental to the existing Plans, programs, and
Agreements of the Company and to the March 2000 Severance Plan and does not
supercede or replace any such Plans, programs, and Agreements. This Agreement
shall be subject to and construed under the laws of the State of Nevada, without
regard to the conflict of law provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Key Employee has hereunto set
his hand, all as of the day and year first above written.
BATTLE MOUNTAIN GOLD COMPANY
By:
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< < FirstName > > < < LastName > >
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