CONSULTING AGREEMENT
Exhibit
99.4
THIS
AGREEMENT (the “Agreement”), made as of the 1st day of
November, 2008, by and between Atlas Mining Company, an Idaho corporation (the
“Company”), and Xxxxxx X. Xxxxx (the “Consultant”).
W I T N E
S S E T H:
In
consideration of the premises and of the covenants, promises and conditions
herein contained, and for other consideration as hereinafter described, the
parties hereto agree as follows:
Section 1. Retention
as a Consultant.
The
Company hereby agrees to retain the Consultant, and the Consultant hereby agrees
to provide services to the Company, as an independent consultant for the term
set forth in Section 2 hereof and subject to, and in accordance with, the
terms and conditions hereinafter set forth.
Section 2. Consulting
Term.
The term
of consulting under this Agreement shall commence on or before November 1,
2008 (the “Effective Date”) and shall expire on the six (6) month anniversary of
the Effective Date, unless extended by the parties hereto on mutually agreeable
terms (the “Consulting Term”). No later than the end of the fifth
month following the Effective Date, the Company will provide notice to the
Consultant of whether or not the Company intends to negotiate an extension of
the Consulting Term. If the Company notifies the Consultant that it
intends to negotiate an extension, the Company will negotiate in good faith the
terms of an extension with the Consultant, it being understood that the
Consultant shall have no obligation to agree to extend the Consulting
Term.
Section 3. Position,
Duties and Responsibilities.
During
the Consulting Term, the Consultant shall serve as the Chief Restructuring
Officer of the Company. The Consultant shall provide services and
have duties and responsibilities commensurate with those of chief restructuring
officers of similarly-sized companies and shall report to the Board of Directors
of the Company (the “Board”). Such duties and responsibilities shall
include: (i) oversight and management of (1) pending and
anticipated securities, corporate, insurance and other significant litigation
involving the Company or its affiliates, (2) the disposition of the
contract mining business and such other businesses and entities in which the
Company holds an interest as may be determined by the Board, and (3) such
other matters as agreed upon by the Consultant and the Board; (ii) advising
the Board and senior management of the Company with respect to other significant
restructuring matters, and (iii) such other duties and responsibilities on
which the Board and the Consultant shall mutually agree. During the
Consulting Term, the Consultant shall devote such business time and efforts in
his capacity as a non-exclusive consultant of the Company, as determined in good
faith by the Consultant, as are reasonably necessary or appropriate to fulfill
his obligations hereunder, provided that nothing herein shall preclude the
Consultant from (i) managing his and his family’s passive personal
investments, (ii) serving on other boards, (iii) engaging in civic or
charitable activities, (iv) investing in or providing employment or
consulting services to other businesses or (v) engaging in the practice of
law, so long as such activities do not materially interfere with the performance
of his duties hereunder. During the Consulting Term, the Consultant
shall have the right to serve as a director of the Company and, in addition to
the compensation specified herein, shall be entitled to receive such
compensation and benefits provided by the Company to its non-employee directors
from time to time for service on the Board.
Section 4. Fee
Arrangements.
(a) During
the Consulting Term, the Company shall pay the Consultant a base fee (the “Base
Fee”) of One Hundred Thousand Dollars ($100,000). Notwithstanding the
involuntary termination of this Agreement or the Consultant’s services hereunder
or any performance or non-performance of the Consultant’s services hereunder,
the Base Fee shall be paid in six (6) substantially equal monthly installments,
with the first such installment due on the Effective Date and the remaining
installments respectively due on the next five monthly anniversaries of the
Effective Date. If (i) the Consultant voluntarily terminates his
service hereunder or (ii) the Consultant is involuntarily terminated by the
Company due to a sustained failure of the Consultant to performance his duties
hereunder for more than thirty (30) consecutive days which failure is not cured
within ten (10) days of the Consultant’s receipt of written notice thereof from
the Board (which notice sets forth in reasonable detail the facts and
circumstances claimed to constitute such sustained failure) (an “Uncured
Sustained Failure to Perform”), no further payments of the Base Fee will be made
thereafter. On the six (6) month anniversary of the Effective Date,
the Company shall pay the Consultant a performance bonus of up to One Hundred
Thousand Dollars ($100,000). Whether such bonus is awarded is
dependent on a Board determination as to whether and the extent to which the
Consultant's performance of his material duties hereunder has been
satisfactory. The amount of such bonus, if any, will be in the
discretion of the Board.
(b) On the
Effective Date, the Company shall issue to the Consultant an option (the
“Option”) to purchase 550,000 shares of the Company’s common stock, with an
exercise price of $.70 per share. The Option shall become vested and
exercisable as follows: (i) 41,667 shares shall vest immediately on the
Effective Date, (ii) 41,667 shares shall vest on each of the first three
(3) monthly anniversaries of the Effective Date, (iii) 41,666 shall vest on
the next two monthly anniversaries of the Effective Date and (iv) the
remaining 300,000 shares shall vest on the six (6) month anniversary of the
Effective Date. The vesting of the options on the dates listed in
(ii) and (iii) in the preceding sentence will not occur if the
Consultant voluntarily terminates his service hereunder or the Consultant is
involuntarily terminated by the Company due to an Uncured Sustained Failure to
Perform before such dates. The vesting of the 300,000 options will
not occur if prior to the six (6) month anniversary of the Effective
Date, the Board or a committee thereof (provided that Messrs. Xxxxx X.
Xxxx and Xxxx X. Xxxx are appointed to such committee and constitute a
majority of the members thereof, for purposes hereof and the Option Agreement,
the “Committee”) in good faith to reduce the number of or eliminate such Options
due to the Consultant's failure to satisfactorily perform his material duties
hereunder. Any portion of the Option which becomes vested and
exercisable shall remain exercisable for the remainder of the stated term
thereof (unless sooner exercised by the Consultant), notwithstanding the
termination of the Consultant’s service hereunder or as a director of the
Company following the date on which such portion of the Option became vested and
exercisable. Notwithstanding the foregoing, the Option shall
immediately become fully vested and exercisable with respect to all shares
subject thereto upon the occurrence of a “change in control.” The
Option shall have a ten-year term, and shall be fully transferable by the
Consultant. The form of Stock Option Agreement is attached as
Exhibit A, the terms and conditions of which are incorporated herein by
reference. The Company shall take all actions necessary to cause the
grant of the Option to be exempt under Rule 16b-3(d)(1) under Section 16 of
the Securities Exchange Act of 1934, as amended. As soon as practicable after
the Effective Date(which will no more than 15 business days following the time
that the Company becomes current in its SEC filings), the Company shall file
with the SEC a Form S-8 (or other appropriate form registering both the offer
and sale of shares of common stock to the Consultant (or his transferee(s))
pursuant to the Option and the resale of such shares of common stock by the
Consultant (or his transferee(s)) and shall use commercially reasonable efforts
to maintain the effectiveness of such registration statement for so long as such
registration statement is necessary for the Company to fulfill its obligations
under this Section 4(b).
(c) If the
Company declares any dividend or distribution to its stockholders at any time
while the Option to acquire any Shares is outstanding, the Company
agrees
(d) If and to
the extent the Options are not yet vested on the record date for the dividend or
distribution, to deposit on the dividend or distribution payment date into a
separate account for the benefit of the Consultant, an amount equal to the
dividend or distribution that would be paid on the shares underlying the Option
that are outstanding immediately prior to the record date for the dividend or
distribution. Such amounts will be paid to the Consultant on the
dividend or distribution payment date if the Options have become vested by that
date or at such later time as the Options become vested. Such amounts
will be returned to the Company of the Options do not vest; and
(e) If and to
the extent the Options are vested on the record date for the dividend or
distribution, to pay to the Consultant on the dividend or distribution payment
date an amount equal to the dividend or distribution that would be paid on the
shares underlying the Option that are outstanding immediately prior to the
record date for the dividend or distribution.
Such
payments will be structured, to the extent possible, in a manner intended to
comply with Section 409A of the Internal Revenue Code. Notwithstanding
anything in this Agreement to the contrary, Company will pay Consultant any
dividend or distribution amounts payable under a. or b.
above no later than two and one half months after the date of the close of the
first tax year in which such amounts are no longer subject to a
substantial risk of forfeiture.
Section 5. Payment
and/or Reimbursement of Expenses.
The
Company shall pay rent for an office in the Austin, Texas area beginning
October 31, 2008 in accordance with the terms of a lease already presented
to the Company for a period of six (6) months. The Company shall
reimburse the Consultant for reasonable travel expenses in connection with his
duties as a consultant. The Company shall reimburse the Consultant
for reasonable legal fees incurred in connection with the negotiation and
execution of this Agreement. The Company shall pay the amount of the
difference between the lease payments and $2,500 per month as an accountable
expense allowance. If and to the extent that the Consultant does not
use such funds for the performance of his duties hereunder, the Consultant will
return such funds to the Company. The Company shall reimburse the
Consultant for additional necessary and reasonable business expenses (in
addition to amounts attributable to the accountable expense allowance) incurred
in connection with the performance of his duties hereunder, including but not
limited to meals and entertainment, as approved by the CEO. Promptly
at the end of such six (6) month period, the Company and the Consultant will
settle any net expense obligations to each other, making appropriate payments to
the other. All such expenses shall be paid or reimbursed, as the case
may be, promptly (but under no circumstances shall any taxable reimbursement to
the Consultant be made later than the last day of the taxable year following the
year in which such expenses are incurred).
Section 6. Independent
Contractor.
The
Consultant’s engagement hereunder shall be as an independent contractor, rather
than as an employee of the Company, and the Consultant shall not be entitled to
any benefits available to employees of the Company. The Consultant,
as an independent contractor, shall have no authority, unless otherwise
authorized by the Board, to legally bind the Company regarding
(1) settlement of pending and anticipated securities, corporate, insurance
and other significant litigation involving the Company or its affiliates,
(2) the disposition of the contract mining business and such other
businesses and entities in which the Company holds an interest as may be
determined by the Board, and (3) such other matters as agreed upon by the
Consultant and the Board. Except as provided in the prior sentence,
the Company hereby acknowledges that the Consultant’s instructions to the
Company’s counsel and other professional advisers regarding such matters,
including the authorization of work, will be deemed binding on the
Company. The Consultant acknowledges that he will be solely
responsible for any federal, state or local income or self employment taxes
arising with respect to his fees hereunder. The Consultant also
acknowledges that he has no state law workers’ compensation rights with respect
to his services under this Agreement.
Section 7. Indemnification
and Advancement of Expenses.
(a) The
Company will indemnify and hold harmless the Consultant, to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
obligations, assessments, penalties, judgments, awards, and other liabilities
and will fully reimburse the Consultant for any and all fees, costs, expenses
and disbursements (collectively, “Expenses”), as and when incurred, of
investigating, preparing or defending any claim, action, suit, proceeding or
investigation, whether or not in connection with pending or threatened
litigation or arbitration, and whether or not the Consultant is a party
(collectively, “Actions”) (including any and all legal and other Expenses in
giving testimony or furnishing documents in response to a subpoena or
otherwise), arising out of or in connection with this Agreement or advice or
services rendered or to be rendered by the Consultant.
(b) If any
Action is commenced, as to which the Consultant proposes to demand
indemnification, he shall notify the Company with reasonable promptness;
provided, however, that any failure by the Consultant to notify the Company
shall not relieve the Company from its obligations hereunder. The
Consultant shall have the right to retain counsel of his own choice to represent
him, and the Company shall pay the Expenses of such counsel; and such counsel
shall, to the extent consistent with its professional responsibilities,
cooperate with the Company and any counsel designated by the
Company. The Company shall be liable for any settlement of any claim
against the Consultant made with the Company’s written consent, which consent
shall not be unreasonably withheld. The Company shall not, without
the prior written consent of the Consultant, settle or compromise any claim, or
permit a default or consent to the entry of any judgment, in any Action in
respect of which indemnification may be sought hereunder.
(c) Neither
termination of this Agreement, the expiration of the Consulting Term nor
completion of the Consultant’s services hereunder shall affect the provisions of
this Section 7 which shall survive in all such events and remain operative
and in full force and effect.
Section 8. Confidentiality.
During
and after the Consulting Term, the Consultant will not, without the prior
written consent of the Company, or except as required by applicable law,
disclose or use any confidential or proprietary information of the Company or
its affiliates. For purposes of this Section 8, the term
“confidential or proprietary information” will include all information of any
nature and in any form that is owned by the Company and that is not publicly
available or generally known to persons engaged in businesses similar or related
to those of the Company or its affiliates. Confidential information
will include, without limitation, financial matters, customers, employees,
industry contacts, and all other secrets and all other information of a
confidential or proprietary nature. The foregoing obligations imposed
by this Section 8 will cease if such confidential or proprietary
information (i) is or becomes generally available to the public other than
as a result of any disclosure or other action or inaction by the Consultant in
breach of this Agreement, (ii) is or becomes known or available to the
Consultant on a non-confidential basis from a source (other than the Company)
that, to the knowledge of the Consultant, is not prohibited from disclosing such
confidential or proprietary information to the Consultant by a contractual,
legal or fiduciary obligation owed to the Company; (iii) is or was
independently developed by the Consultant without violation of any obligation
under this Agreement, as evidenced by the Consultant’s contemporaneous written
records; or (iv) the Consultant is required by law or process to make
disclosure (after giving the Company written notice and a reasonable opportunity
to contest such requirement). In the event that the Consultant is
required by law to disclose any confidential or proprietary information of the
Company or its affiliates, he will provide the Company with prompt notice of
such requirement in order to enable the Company to seek an appropriate
protective order or other remedy (and if the Company seeks such an order, will
provide such cooperation as the Company shall reasonably request), to consult
with the Consultant with respect to the Company taking steps to resist or narrow
the scope of such legal process, or to waive compliance, in whole or in part,
with the terms of this Agreement.
Section 9. Miscellaneous.
This
Agreement supersedes any and all prior understandings and agreements between the
parties with respect to the subject matter hereof. This Agreement can
be changed, waived or terminated only by a writing signed by both the Consultant
and the Company. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute one and the same document. If any clause or provision of
this Agreement shall be held to be invalid or unenforceable, such clause or
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be invalid or unenforceable, and such invalidity or
unenforceability shall not affect or render invalid or unenforceable any other
provision of this Agreement. Sections 4, 5, 7, 8, 9 and 12 shall
survive termination or expiration of this Agreement.
Section 10. Assignment.
This
Agreement shall not be assignable by the Consultant. This Agreement
shall be assignable by the Company only with all or substantially all of the
assets of the Company. This Agreement shall inure to the benefit and
be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, legatees and
permitted assignees of the parties hereto.
Section 11. Notices.
All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given or made (and shall be deemed to have been duly
given or made upon receipt) by delivery in person, by an internationally
recognized overnight courier service, by facsimile or by registered or certified
mail (postage prepaid, return receipt requested) to the respective parties
hereto at the following addresses (or at such other address for a party as shall
be specified in a notice given in accordance with this
Section 11):
if to the
Consultant:
Xxxxxx
Xxxxx
c/o
Xxxxxx X. Block
Cadwalader
Xxxxxxxxxx & Xxxx LLP
Xxx Xxxxx
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
if to the
Company:
Xxxx
Xxxx
Board
Advisory Services
000 Xxx
Xxxx Xxxx
Xxxxxxxxx,
XX 00000
with a
copy to:
Xxxxxxx
Xxxxxxx
X&X
Xxxxx
Xxxxx
0000
000
Xxxxxx Xxxxxx
Xxxxxxx,
XX 00000
Section 12. Governing
Law and Submission to Jurisdiction.
This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts executed in and to be performed in
that state, without giving effect to principles of conflicts of
law. Each of the Consultant and the Company irrevocably agrees that
any legal action or proceeding with respect to this Agreement or for recognition
and enforcement of any judgment in respect hereof brought by the other party
hereto or his or its successors or assigns, as applicable, may be brought and
determined by any federal or state court located in New York City, New York and
each of the Consultant and the Company hereby irrevocably submits with regard to
any such action or proceeding for himself or itself and in respect to his or its
property, generally and unconditionally, to the nonexclusive jurisdiction of the
aforesaid courts. Each of the Consultant and the Company hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any action or proceeding with respect to this
Agreement, (a) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to
lawfully serve process, (b) that it or its property is exempt or immune
from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
and (c) to the fullest extent permitted by applicable law, that
(i) the suit, action or proceeding in any such court is brought in an
inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts. The Company shall pay, as incurred,
all legal fees and expenses the Consultant may reasonably incur with respect to
any contest involving the validity or enforceability of, or liability under,
this Agreement, provided, however, that, in the event the Company is determined
to be the prevailing party in a contest involving whether an Uncured Sustained
Failure to Perform has occurred, the Consultant shall promptly reimburse all
fees and expenses previously advanced by the Company in connection
therewith.
IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first
above written.
ATLAS
MINING COMPANY
By:
Name:
Title:
XXXXXX X.
XXXXX
Exhibit
A
ATLAS
MINING COMPANY
STOCK
OPTION AGREEMENT
TO: Xxxxxx
Xxxxx
This
agreement sets forth the terms of stock options (the “Options”) to purchase
shares (the “Shares”) of the Company’s Common Stock granted pursuant to the
terms of the Consulting Agreement dated November 1st, 2008 (the
“Consulting Agreement”).
1. General Terms.
|
Grant
Date:
|
November 1,
2008 (the “Effective Date”)
|
|
Number
of Shares:
|
550,000
|
|
Exercise
Price:
|
$.70
per share
|
|
Expiration
Date:
|
November
1, 2018
|
|
Type
of Option:
|
Non-Qualified Stock
Options
|
2. Vesting and
Exercisability.
Subject
to acceleration as provided in Section 3(a) below, the Options will vest
and become exercisable according to the following schedule, and the other terms
of this Agreement, provided that no vesting will occur on a date if you
voluntarily terminate your service as a consultant under the Consulting
Agreement or you are involuntarily terminated by the Company due to an Uncured
Sustained Failure to Perform (as defined in the Consulting Agreement) prior to
such date.
(i) 41,667
shares shall vest and become exercisable immediately on the Effective
Date,
(ii) 41,667
shares shall vest and become exercisable on each of the first three (3) monthly
anniversaries of the Effective Date,
(iii) 41,666
shares shall vest and become exercisable on each of next two monthly
anniversaries of the Effective Date. The vesting of the options on
the dates listed in (ii) and (iii) will not occur if you voluntarily
terminate your service under the Consulting Agreement or you are involuntarily
terminated by the Company due to an Uncured Sustained Failure to Perform before
such dates; and
(iv) the
remaining 300,000 shares shall vest and become exercisable on the six (6) month
anniversary of the Effective Date, provided that the Board of Directors of the
Company (the “Board”) or the Committee (as defined in the Consulting Agreement)
does not prior to the six (6) month anniversary of the Effective Date determine
in good faith to reduce the number of, or eliminate all of, such Options due to
your failure to satisfactorily perform your material duties under the Consulting
Agreement.
Any
Options which becomes vested shall remain exercisable until the Expiration Date
(unless sooner exercised by you), notwithstanding the termination of your
service under the Consulting Agreement or as a director of the Company following
the date on which such portion of the Options became vested and
exercisable.
3. Change in
Control.
(a) Notwithstanding
anything herein to the contrary, the Options shall immediately become fully
vested and exercisable with respect to all Shares upon the occurrence
of a Change in Control. In the event of a Change in Control of the
Company, as defined below, the Board or the Committee will, in its sole
discretion, provide that one of the following applicable actions be taken as a
result, or in anticipation, of any such:
(i) offer to
purchase any Options (vested and unvested) from you or any transferee (the
“Holder”) for an amount in cash equal to (i) the then current fair market
value of a Share over the exercise price per share, multiplied by (ii) the
number of Shares subject to the Options, as determined by the Board or the
Committee thereof, as of the date of the Change in Control; or
(ii) make
adjustments or modifications to any Options (vested and unvested) as
the Board or the Committee deems appropriate to maintain and protect
the rights and interests of the Holder following such Change in
Control.
In the
event that the outstanding shares of Common Stock of the Company are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock, appropriate
adjustment shall be made by the Board or the Committee in the number and kind of
Shares as to which outstanding Options, or portions thereof then unexercised,
shall be exercisable, to the end that your proportionate interest in Options
shall be maintained as before the occurrence of such event and to the number of
Shares with respect to which the Options shall become vested and exercisable on
the dates specified in Section 2 above. Such adjustment in
outstanding Options shall be made without change in the total price applicable
to the unexercised portion of the Options but with a corresponding adjustment in
the Option price per share.
Any such
action approved by the Board or the Committee thereof in accordance with this
Section 3(a)shall be conclusive and binding on the Company, its
subsidiaries and you.
(b) In no
event, however, may any Options be exercised after the Expiration
Date.
(c) "Change
in Control" means (a) any person becomes the beneficial owner of 50% or more of
the outstanding voting power or value of the Company’s common stock; (b) the
stockholders of the Company approve an agreement to merge or consolidate into or
with any other entity; or (c) the stockholders of the Company approve an
agreement sell or more than 50% percent of the assets of the Company (other than
the sale of the contract mining business and/or assets related to that business
and/or properties other than the Dragon Mine).
4. Termination of
Option.
The
unvested portion of the Options will terminate automatically and without further
notice immediately upon your voluntary termination of service pursuant to the
Consulting Agreement or your involuntarily termination by the Company due to an
Uncured Sustained Failure to Perform.
5. Method of
Exercise.
(a) Exercise
of the Options by a Holder may be made at any time or times after vesting, and
on or before the close of business on the Expiration Date of the Options upon
payment of the Exercise Price thereby purchased by wire transfer or cashier's
check drawn on a United States bank, or by means of a cashless exercise (as
further contemplated in this Section 5 below). Upon exercise,
the Holder shall be entitled to receive a certificate for the number of Shares
so purchased. Certificates for shares purchased hereunder shall be delivered to
the Holder within three (3) trading days after the date on which these Options
shall have been exercised as aforesaid. The Options shall be deemed
to have been exercised and such certificate or certificates shall be deemed to
have been issued, and Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Options has been exercised in accordance with this
Section 5.
(b) The
Options shall also be exercisable by means of a "cashless exercise" in which the
Holder shall be entitled to receive a certificate for the number of Shares equal
to the quotient obtained by dividing [(A-B) * (X)] by (A), where:
A = the
average of the high and low trading prices per share of Common Stock on the
Trading Day preceding the date of such election on the Nasdaq Stock Market, or
if the Common Stock is not traded on the Nasdaq Stock Market, then the principal
market in terms of volume;
B = the
Exercise Price of the Options; and
X = the
number of Shares issuable upon exercise of the Options
(c) As a
condition to the exercise of the Options, the Holder must make such arrangements
as the Company may require for the satisfaction of any federal, state or local
withholding tax obligations that may arise in connection with such exercise. The
Company has the right to retain without notice sufficient shares of stock to
satisfy the withholding obligation. The Holder may satisfy the withholding
obligation by electing to have the Company withhold from the shares to be issued
upon exercise that number of shares having a fair market value equal to the
amount required to be withheld (up to the minimum required federal tax
withholding rate).
6. Free Transferability:. After the Options have
vested, they may be freely transferred subject to compliance with applicable
law.
7. Binding Effect:. This Agreement will inure to
the benefit of the successors and assigns of the Company and be binding upon you
and your heirs, executors, administrators, successors and assigns.
8. Acceptance and Acknowledgement.
Please execute the following Acceptance and Acknowledgment and return it
to the undersigned. By signing the following, you understand that as
of the Effective Date, this Agreement and the Consulting Agreement set forth the
entire understanding between you and the Company regarding the Options and
supersede all prior oral and written agreements on the subject.
Very
truly yours,
Atlas
Mining Company
By
Its Chief
Executive Officer
ACCEPTANCE
AND ACKNOWLEDGMENT
I accept
the Options described in this Agreement, and acknowledge receipt of a copy of
this Agreement and the Consulting Agreement.
|
Dated:
____________, 2008
|
Xxxxxx X.
Xxxxx
|
