EMPLOYMENT AGREEMENT
Exhibit
10.9
THIS
AGREEMENT made as of the 22nd day of May 2008 with an effective date of April 1,
2008
BETWEEN:
AULTRA GOLD INC., a company
incorporated under the laws of the State of Nevada having an office at XX Xxx
0000. Xxxxxxxxxxxx, XX 00000
(hereinafter
called the "Company")
OF
THE FIRST PART
AND:
Xxxxx Xxxxxx an individual who
resides in Jacksonville OR and receives mail at XX Xxx 0000, Xxxxxxxxxxxx XX
00000
(hereinafter
called the "Executive")
OF
THE SECOND PART
WHEREAS
the Executive is employed either directly or indirectly by Aultra Gold Inc as
its President and Chief Executive Officer in connection with the continuing
operations of the business carried on by Aultra Gold Inc. (the
"Business”).
AND
WHEREAS Aultra Gold Inc. and the Executive wish to set out the terms of the
Executive's employment.
NOW
THEREFORE IN CONSIDERATION OF the covenants and agreements contained in this
agreement made by each party in favor of the other, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
AGREEMENT TO
EMPLOY
|
1.
|
The
Company agrees to employ the Executive in connection with the business on
the terms and conditions set out herein (the AEmployment@),
and the Executive agrees to accept employment on such
terms.
|
TERM
|
2.
|
The
term of this agreement and the employment shall be for a term of two
years, provided that
|
|
(A)
|
The
Company may terminate this agreement and the employment at any time as set
out in paragraphs 8 and 9 hereof;
|
|
(B)
|
The
Executive may terminate this Agreement and the Employment at any time as
set out in paragraph 10 hereof;
|
|
|
(C)
|
This
agreement and the employment are automatically terminated when the
Executive dies, subject to paragraph 11 hereof
and
|
DUTIES AND
RESPONSIBILITIES
|
3.
|
The
Executive shall occupy the position of President and Chief Executive
Officer of the Company and shall, in such capacities, have the authority
and perform the duties, assigned from time to time by the Board of
Directors of Aultra Gold Inc.. The Executive agrees to provide
his services at such locations as Aultra may require. Aultra
agrees that it shall not permanently relocate the Executive outside his
country of domicile without the consent of the
Executive.
|
1
CONFLICT OF INTEREST/DUTY OF
LOYALTY
|
4.
|
The
Executive agrees to devote all of his regular working time during the
Employment to the Business and while the Executive may engage or have
personal interests in other enterprises and occupations or become a
principal, agent, director, or officer of another company, firm or person,
as applicable, he may not do so if such activity may interfere materially
with the Executive’s duties and responsibilities hereunder without the
approval, not to be unreasonably withheld, of the Board of Directors of
the Company.
|
|
5.
|
The
Executive agrees to keep the affairs of the Business, financial and
otherwise, strictly confidential and shall not disclose the same to any
person, company or firm, directly or indirectly, during or after his
employment by Aultra Gold Inc. except within his jurisdiction of acting as
a senior officer of Aultra Gold Inc. or as otherwise authorized in writing
by the Board of Directors of the Company. The Executive agrees
not use such information, directly or indirectly, for his own interests,
or any interests other than those of the Business, whether or not those
interest conflict with the interests of the Business during or after his
employment by the Company. The Executive also agrees to sign,
at Aultra Gold Inc. =s
request, a confidentiality and restrictive covenant agreement as
customarily used in the industry.
|
REMUNERATION
|
6.
|
The
Executive shall be remunerated as follows during the term of this
agreement:
|
|
|
(A)
|
Base
Salary of $120,000 per annum (ABase
Salary@)
payable monthly and to be reviewed biannually by the Board of Directors of
Aultra Gold Inc.
|
|
|
(B)
|
Such
bonus under the Aultra Gold Inc bonus plan when and if established by the
Board of Directors.
|
|
(C)
|
All
benefits effective as of the date of this Agreement) and such further
benefits that may be made available to employees or officers of Aultra
Gold Inc from time to time as are appropriate, on terms determined by the
Board of Directors of Aultra Gold Inc. any or all of which shall form part
of this Agreement.
|
|
(D)
|
Annual
vacation of 25 working/business
days.
|
|
(E)
|
For
tax purposes all payments will be treated by Executive as consulting
fees.
|
|
(F)
|
The
issuance of 30,000,000 common shares of Aultra Gold Inc. shares with a ten
year restriction that the Board may rescind those shares within that ten
year period if any one of the following has not occurred in that ten year
period:
|
|
d)
|
If
the non-Basin Gulch gold resource base of the Company does not exceed two
million ounces of gold;
|
|
e)
|
If
the Company does not have an operating mine which generates at least
$10,000,000 of gross sales from operations as shown on it’s annual audited
financial statements.
|
|
f)
|
The
Company’s share price does not exceed $5.00 per
share
|
It is the
intent of the Board that this allocation of restricted shares shall be an
incentive to the President to establish Aultra Gold Inc. as a successful
operating corporation.
2
7. The
Executive shall also be eligible an incentive stock option for
common
shares of Aultra Gold Inc subject to applicable regulatory rules, and the
provisions of the Company=s
stock option plan
REIMBURSEMENT OF
EXPENSES
|
8.
|
All
the Executive=s
reasonable expenses related to the Business will be reimbursed upon the
submittal by the Executive of an expense report with appropriate
supporting documentation including any relocation expenses which may be
reasonably incurred by the
Executive.
|
TERMINATION
|
9.
|
This
Agreement and the Employment may be terminated by Aultra Gold Inc.
summarily and without notice, or payment in lieu of notice, severance
payments, benefits, damages of any sums whatsoever, on the occurrence of
any one or more of the following
events:
|
|
(A)
|
cause
for termination of the Executive at common law exists resulting from,
without limiting the generality of the foregoing, fraud, dishonesty,
illegality, material breach of statute or regulation, or gross
incompetence;
|
|
(B)
|
failure
on the part of the Executive to disclose material facts concerning his
business interests outside Aultra Gold Inc. which conflict with the
interests of Aultra Gold Inc;
|
|
(C)
|
refusal
on the part of the Executive to follow reasonable and lawful directions of
the Board of Directors of Aultra Gold
Inc.;
|
|
(D)
|
Breach
of fiduciary duty on the part of the Executive to Aultra Gold Inc in the
event the Executive is a director or officer of Aultra Gold Inc. or its
subsidiaries;
|
|
(E)
|
Material
breach of this Agreement or gross negligence on the part of the Executive
in carrying out his duties under this Agreement;
or
|
|
(F)
|
A
declaration of bankruptcy on the part of the Executive by a court of
competent jurisdiction.
|
|
|
(G)
|
Notice
from any regulatory agency that a termination is required or necessary to
maintain good standing with that
agency.
|
|
10.
|
This
Agreement and the Employment may be terminated on notice by Aultra Gold
Inc to the Executive for any reason other than for the reasons set out in
paragraph 8 of this Agreement upon payment to the Executive at termination
of 12 months=
Base Salary and benefits in lieu of notice, severance, damages or other
payments of any kind whatsoever.
|
|
11.
|
This
Agreement and the Employment may be terminated on notice by the Executive
to Aultra Gold Inc by giving 60 days notice, as a result of which Aultra
Gold Inc. shall have no further obligations to the Executive following the
effective date of termination save as provided for in paragraph 8 of this
Agreement.
|
|
12.
|
In
the event of the Executive=s
death or in the event this Agreement and the Employment are terminate
pursuant to paragraph 2 (C) hereof, the benefits referred to in paragraph
6 (c) to which the Executive or his estate becomes entitled as at the date
of the his death, applicable, shall not be forfeited but shall be paid in
full.
|
3
SEVERALABILITY
|
13.
|
The
invalidity or unenforceability of any provisions of this Agreement will
not affect the validity or enforceability of any provisions, and any
invalid provision will be severable from this
Agreement.
|
GOVERNING
LAW
|
14.
|
This
Agreement is governed by and is to be construed, interpreted and enforced
accordance with the laws of the employee=s
country of residence.
|
HEIRS/SUCCESSORS
BOUND
|
15.
|
This
Agreement enures to the benefit of and is binding upon the parties and
their respective heirs, administrators, executors, successors and assigns
as appropriate.
|
ASSIGNMENT
|
16.
|
This
Agreement is not assignable by a party without the consent in writing of
the other party, which consent may not be unreasonably
withheld.
|
ENTIRE
AGREEMENT
|
17.
|
As
of its date of execution, this Agreement supercedes all prior agreements
between the parties, and constitutes the entire agreement between the
parties. The parties agree that there are no other collateral
agreements or understandings between them except as set out in this
Agreement.
|
AMENDMENT
|
18.
|
This
Agreement may be amended only in writing signed by the parties and
witnessed.
|
HEADINGS
|
19.
|
All
headings in this Agreement are for convenience only and shall not be used
for the interpretation of this
Agreement.
|
RECOURSE ON
BREACH
|
20.
|
The
Executive acknowledges that, in relation to paragraphs 5 and 26 of this
Agreement, damages would be an insufficient remedy for a breach of this
Agreement and agrees that Aultra Gold Inc. may apply for and obtain any
relief available to it in a court of law or equity, including injunctive
relief, to restrain breach or threat of breach of this Agreement or to
enforce the covenants contained
therein.
|
INSURANCE
BENEFITS
|
21.
|
Upon
termination of this Agreement and the Employment hereunder for any reason,
any accrued benefits or interest under employee benefits or interest under
employee benefit programs then held by Aultra Gold Inc. in respect of the
Executive shall be, to the extent possible, assigned to the Executive at
no cost to him, provided that the Executive shall thereupon and thereafter
be responsible for the making of any payment or premium in respect
thereof.
|
CONFIDENTIALITY OF
AGREEMENT
|
22.
|
The
parties agree that this Agreement is confidential and shall remain
so. The parties agree that this Agreement or the contents
hereof shall be divulged by any party without the consent in writing of
the other party, with the exception of disclosure to personal advisors and
the disclosure that may be required by the laws of any jurisdiction in
which the Business is conducted or may be conducted in the
future. Each party agrees to request of its personal advisors
that they enter into similar agreements of confidentiality if requested to
do so by the other party to this
Agreement.
|
INDEPENDENT LEGAL
ADVICE
|
23.
|
The
Executive agrees that he had independent legal advice in connection with
the execution of the Agreement in its entirety, understands its contents
and is signing this Agreement freely and voluntarily, without duress or
undue influence of any party.
|
4
NOTICE
|
24.
|
Any
notice required or permitted to be made or given under this Agreement to
either party shall be in writing and shall be sufficiently given if
delivered personally, by telecopy or if sent by prepaid registered mail to
the intended recipient of such notice
at:
|
a) In the
case of Aultra Gold Inc. to:
AULTRA GOLD INC., a company
incorporated under the laws of the State of Nevada having an office at XX Xxx
0000. Xxxxxxxxxxxx, XX 00000
b) In the
case of the Executive, to:
Xxxxx Xxxxxx an individual who
resides in Jacksonville OR and receives mail at XX Xxx 0000, Xxxxxxxxxxxx XX
00000
Or at
such other address as the party to whom such writing is to be given shall
provide in writing to the party giving the said notice. Any notice
delivered to the party to whom it is addressed shall be deemed to have been
given and received on the day it is so delivered or sent by telecopy and so
received, or, if such day is not a business day, then on the next business day
following any such day. Any notice mailed shall be deemed to have
given and received on the fifth business day following the date of
mailing.
CONFIDENTIALITY/NON-COMPETITION
|
25.
|
The
parties hereby agree that all trade secrets, trade names, client
information, client files, mining assets and information in connection
therewith relating to the Business shall become or remain, on execution of
this Agreement, and shall thereafter, as the case may be, the sole
property of Aultra Gold Inc whether arising before or after the execution
of this Agreement. The Executive agrees not to divulge any of
the foregoing to any person, partnership or corporation or to assist in
the disclosure or divulging of any such information, directly or
indirectly, except as authorized in writing by the Board of Directors of
Aultra Gold Inc.
|
SURVIVAL
|
26.
|
Paragraphs
5, 22, 24 and 26 shall survive the termination of this Agreement and the
Employment and shall continue in full force and effecting according to
their terms.
|
IN
WITNESS WHEREOF the parties hereto have executed these presents under their
respective seals and hands of their proper offices authorized in that behalf, as
applicable.
|
Per_____________________________
|
Per________________________
|
|
Authorized
Signatory of Aultra Gold Inc.
|
Employee
|
SIGNED,
by in the presence of
|
_____________________________
|
________________________
|
|
|
Signature Signature
|
|
____________________________
|
_________________________
|
|
|
Print
Name Print
Name
|
|
___________________________
|
________________________
|
|
|
Address Address
|
5
