FORM OF AMENDMENT No. 1 to AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBIT
10.2
FORM
OF
AMENDMENT
No. 1 to
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
Amendment No. 1 (“First Amendment”) to Amended and Restated Employment Agreement
dated __________, 20___ (the “Employment Agreement”) is entered into as of
January 23, 2006 (the “Effective Date”) by and among Apollo Gold Corporation, a
Yukon territory Corporation (“Parent”), and its wholly-owned subsidiary, Apollo
Gold Inc., a Delaware corporation (jointly and severally with Parent, the
“Employer”), and ___________________ (“Officer”).
RECITALS
A. The
Employer wishes to retain the services of Officer, and Employer and Officer
wish
to formalize the terms and conditions of all their agreements and
understandings.
B. Officer’s
continued employment by Employer, the mutual covenants stated in this First
Amendment, and other valuable consideration, the receipt of which are
acknowledged by Officer and Employer, are sufficient consideration for this
Agreement.
AGREEMENT
The
parties agree as follows:
1. Amendment
to Section 3(a).
Section
3(a) shall be amended and 3(a) in its entirety and replacing it with the
following:
a. Base
Salary and Discretionary Bonus
Effective
January 23, 2006, the Executive shall be paid a minimum base salary of
US$__________ to be reviewed annually by the Board. Said salary shall be
subject
to all statutory and other deductions and shall be paid bi-monthly, in arrears,
by check or deposit, or such other periodic installments as may be from time
to
time agreed. In addition, the Executive may be entitled to receive a
discretionary performance bonus in such amount, if any, as the Board in its
sole
discretion may determine.
2. Share
Issuance.
Subject
to approval from the American Stock Exchange (“AMEX”) and the Toronto Stock
Exchange (“TSX”), Employer shall also pay Officer (a) US$__________, exchanged
into Canadian dollars as reported by the Bank of Canada for the conversion
of US
dollars into Canadian dollars, in the form of Parent common shares (the
“Shares”) and
(b)
US$_________, which represents Employer’s contribution to Officer’s tax
liability incurred as a result of the receipt of the Shares, payable in one
lump
sum, less any applicable deductions or withholdings ((a) and (b) collectively,
the “Shares Payment). Any tax liability over and above the contribution shall
be
the responsibility of the Officer. The number of Shares to be issued to Officer
shall be calculated based
on
the volume weighted average price ________ (___) days prior to Effective
Date,
as quoted on the TSX. In
accordance with the policies of the TSX and AMEX, Employer shall make an
application promptly after the execution and delivery of this Agreement to
obtain the acceptance from each of the TSX and AMEX of the issuance of the
Shares (the "Exchange Consents"), and, if necessary, shall timely fix the
price
of the Shares by filing a price reservation form with the TSX. Employer hereby
agrees to deliver the Shares to Officer (in accordance with the instructions
set
forth in a side letter between Officer and Employer dated as of the Effective
Date) by February 27, 2006. Employer agrees to prepare and deliver to Officer
a
prospectus supplement that will provide for the delivery of the Shares to
Officer pursuant to Employer's existing shelf registration. The parties agree
that Employer shall have the right to provide a copy of this Agreement to
the TSX and AMEX as required.
3. Miscellaneous.
a. The
terms
and provisions of the Amended and Restated Employment Agreement dated
____________, 20___ by and among Apollo Gold Corporation, Apollo Gold, Inc.,
and
Officer shall remain in full force and effect except as specifically modified
by
this First Amendment.
b. This
First Amendment may be executed and delivered by facsimile in any number
of
counterparts and by the parties hereto in separate counterparts, each of
which
when so executed shall be deemed to be original and all of which, when taken
together, shall constitute one and the same agreement.
c. The
Employment Agreement, as amended by this First Amendment sets forth the entire
understanding of the parties relating to the subject matter hereof and thereof
and supersedes all prior agreements and understandings among or between any
of
the parties relating to the subject matter hereof. This First Amendment may
not
be amended, modified, altered or supplemented other than by means of a written
instrument duly executed and delivered on behalf of the parties
hereto.
d. This
First Amendment shall be governed by and construed in accordance with the
laws
of the State of Colorado.
ACCEPTED
AND AGREED:
APOLLO
GOLD CORPORATION
By:
Title:
APOLLO
GOLD, INC.
By:
Title:
ACCEPTED
AND AGREED:
OFFICER:
