EMPLOYMENT AGREEMENT
EXHIBIT
10.9
AGREEMENT
dated as of the 18th day
of May, 2009 and effective as of January 1, 2009 between Global Gold
Corporation, a Delaware corporation (the “Company"), and Xxxxxxxx Fellowes, (the
"Employee") (the “Agreement").
W I T N E
S S E T H:
WHEREAS,
the Company needs the active service of the Employee in light of the Company’s
efforts to develop it business and investor relations;
WHEREAS,
the Company and the Employee desire to enter into an employment agreement on the
terms and conditions hereinafter set forth effective as of January 1,
2009;
NOW,
THEREFORE, the parties hereto agree as follows:
1.
DUTIES.
(a) The
Company hereby employs the Employee, and the Employee hereby accepts and agrees
to such employment, as Vice President, Business Development and Investor
Relations and, in such capacity, to be responsible for activities customarily
associated with such positions including in the United States and in countries
where the Company has operations. The Employee shall, subject to the
supervision and control of the Company, perform such executive duties and
exercise such supervisory powers over and with regard to the business of the
Company and any present and future subsidiaries, consistent with such position,
and such additional duties as specified or as may be assigned to her from time
to time.
(b) The
Employee agrees to devote 80% of her available business time to the performance
of his duties hereunder. The Employee may provide services to other
organizations, on a compensation or pro xxxx basis, provided that such services
do not constitute more than 20% of her available business time.
2. TERM.
The term of this Agreement shall be for a period of one
year commencing on January 1, 2009 (or such other date as
mutually agreed by the parties) and ending on December 31, 2009,
unless terminated by the Employee or the Company on 60 days written
notice.
3.
COMPENSATION.
(a) Compensation.
The Employee and the Company acknowledge that there is a substantial portion of
compensation which is performance based. Specifically, the Company
and the Employee agree that Employee shall be paid a commission of three percent
(3%) within twenty days of a closing of a debt or equity fincing of the Company
placed with a financing source identified and introduced to the Company by
Employee. If no such closing occurs, and conditional upon the Company
having adequate finances during the calendar year of 2009 as determined by the
CEO and CFO, the Company shall pay to the Employee, as base compensation, the
sum of $125,000 during the term of this Agreement, payable in equal monthly
installments on the 15th day of
each month. Any amounts paid to Employee from this $125,000 provision shall be
credited to amounts payable under the 3% commission provision above. In further
consideration for the services rendered by the Employee under this Agreement,
the Company shall deliver to the Employee as base compensation for the term of
this Agreement a total of One Hundred Thousand (100,000) shares
of the common stock of Global Gold Corporation pursuant to the terms of the
Restricted Stock Award attached hereto as Exhibit A, (the “Restricted Stock
Award”). In addition to the foregoing, , Employee shall be
awarded stock options to acquire One Hundred Thousand (100,000) shares of common
stock of Company 50,000 vesting July 1, 2009 and 50,000 vesting
December 31, 2009 (totaling 100,000) all in accordance with the terms
and conditions above.
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(b)
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Bonus
Compensation. In addition to the foregoing compensation, the
Employee shall be entitled to receive annual bonus compensation (“Annual
Bonus”) in an amount determined in accordance with any bonus plan approved
by the Board of Directors, or any committee thereof duly authorized by the
Board to make such determination, based upon qualitative and quantitative
goals determined by the Board of Directors, or such committee thereof, in
its sole discretion, as the case may be. Any Annual Bonus shall
be subject to all applicable tax
withholdings.
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(c)
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The
Company shall also provide health and other insurance benefits to Employee
in accordance with the Company’s
plan.
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4. WORKING
FACILITIES. The Company shall provide office space for the Employee for the
performance of his services hereunder, and will provide such other facilities
and services commensurate with the Company’s needs as are reasonably necessary
for the performance of his duties hereunder, as determined by the board of
Directors.
5. INDEMNFICATION.
During the term of this Agreement, the Company shall provide to the Employee
insurance covering indemnification for activities taken in good faith on the
Company’s behalf.
6. VACATIONS.
The Employee shall be entitled each year during the term of this Agreement to a
vacation period of four weeks during which period all compensation and other
rights to which the Employee is entitled hereunder shall be provided in
full. Such vacation may be taken, in the Employee's discretion, at
such time or times as are not inconsistent with the reasonable business needs of
the Company upon the consent of the Company. During the term of this
Agreement, the vacation time provided for herein shall not be cumulative to the
extent not taken by the Employee during a given year.
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7. TERMINATION.
(a)
Early Termination by Company for Cause. During the term of this Agreement, the
Employee's employment may be terminated by the Company for Cause (as defined
herein) on 10 days prior written notice by means of a Notice of Termination, and
an opportunity for the Employee, accompanied by counsel of his choice, to
address the full Board of Directors, that one of the following conditions exists
or one of the following events has occurred (each of which is defined as
“Cause”):
(i) Wrongful
act or acts on the part of the Employee which caused material damage to the
Company;
(ii) The
arrest, filing of charges or conviction of the Employee for a crime involving
the Company or moral turpitude;
(iii)
The
refusal or inability by the Employee, continued for at least 14 days, to perform
such employment duties as may reasonably be delegated or assigned to him under
this Agreement;
(iv) Willful
and unexcused neglect by the Employee of his employment duties under this
Agreement continued for at least 14 days after written warning;
or
(v)
Any
other material breach by the Employee of the provisions of this
Agreement.
Pending
termination, the Company may suspend Employee at will. Subject only
to a final determination by dispute resolution procedure pursuant to
the provisions of Section 10 of this Agreement, the Board of
Directors’ determination, in good faith, in writing that cause exists for
termination of the Employee's employment shall be binding and conclusive for all
purposes under this Agreement. Upon such determination by the Board of
Directors, the Employee's compensation pursuant to Section 3 hereof and all
other benefits provided hereunder shall terminate on the Termination Date,
except that the Employee shall be entitled to be paid severance pay equal to her
then base compensation for a period of one month thereafter, unless the
termination is based on fraud or reasons stated in Section 7(a) (ii)
above. In the event that the Employee desires to take any matter with
respect to such determination of Termination to arbitration, she must commence a
proceeding within 30 days after receipt of written notice of the Board of
Directors' determination. If the Employee fails to take such action
within such period, she will be deemed conclusively to have waived his right to
adjudication of the termination of his employment hereunder.
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(b) Termination
by Employee. In the event that the Company shall default in the performance of
any of its obligations under this Agreement in any material respect, and shall
not cure such default within 10 days of receipt by the Company of written notice
of such default from the Employee, the Employee may terminate this Agreement by
delivery of a Notice of Termination. Upon any termination pursuant to
the provisions of this Section 7(b), the Employee shall be entitled to receive,
as liquidated damages and not as a penalty, one month’s payments which would
have been made to the Employee on account of his base salary in effect at the
date of the delivery of a Notice of Termination. Upon fulfillment of
the conditions set forth in Section 7(b) hereof and subject to Section 7(f)
hereof, all rights and obligations of the parties under this Agreement shall
thereupon be terminated. The Employee shall have no obligation to mitigate
damages, and amounts payable pursuant to the provisions of this Section 7(b)
shall not be reduced on account of any income earned by the Employee from other
employment or other sources.
(c) Termination
by Reason of Disability. In the event that Employee shall be prevented from
rendering all of the services or performing all of his duties hereunder by
reason of illness, injury or incapacity (whether physical or mental) for a
period of six consecutive months, determined by an independent physician
selected by the Board of Directors of the Company, the Company shall have the
right to terminate this Agreement, by giving 10 days prior written notice to the
Employee, provided that the Company shall continue to pay his then base
compensation for a period of 12 months thereafter (exclusive of any benefit
under the Restricted Stock Award). Until terminated in the manner set
forth in this Section 7(c), the Employee shall be entitled to receive his full
compensation and benefits provided hereunder through the Termination
Date. Any payments to the Employee under any disability insurance or
plan maintained by the Company shall be applied against and shall reduce the
amount of the base compensation payable by the Company under this Section
7(c).
(d) Termination
by Reason of Death. In the event that the Employee shall die during the term of
this Agreement, this Agreement shall terminate upon such death. The
death benefit payable to the Employee under this Agreement (exclusive of any
benefit under the Restricted Stock Award) shall be three months salary plus the
life insurance benefits provided to the Employee, if any.
(e) Certain
Definitions.
(i) Any
termination of the Employee's employment by the Company or by the Employee shall
be communicated by a Notice of Termination to the other party
hereto. For purposes hereof, a "Notice of Termination" shall mean a
notice which shall state the specific reasons, and shall set forth in reasonable
detail the facts and circumstances, for such termination.
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(ii) "Termination
Date" shall mean the date specified in the Notice of Termination as the last day
of Employee's employment by the Company.
(f) Continued
Maintenance of Benefit Plans in Certain Cases. Notwithstanding anything
contained in this Agreement to the contrary, if the Employee's employment is
terminated pursuant to Sections 7(b) or 7(c) hereof, the Company shall maintain
in full force and effect, at the Employee’s expense, for the continued benefit
of the Employee for the number of years (including partial years) remaining in
the term of employment hereunder, all employee benefit plans and programs in
which the Employee was entitled to participate immediately prior to the
Termination Date, provided that the Employee's continued participation is
possible under the general terms and provisions of such plans and
programs. In the event that the Employee's participation in any such
plan or program is barred, the Company shall have no obligation to provide any
substitute benefits for the Employee.
8. CONFIDENTIALITY.
(a) During
the term of this Agreement, and for a period of two years thereafter, the
Employee shall not, without the prior written consent of the Board of Directors
of the Company, disclose to any person, other than an employee of the Company or
a person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Employee of his duties hereunder, any of the
Company's confidential information obtained by the Employee during the term of
this Agreement, including, without limitation, trade secrets, products, designs,
customers or methods of distribution, nor shall Employee disparage the Company,
other employees, or its operations in any way.
(b) The
obligations of confidentiality contained in this Section shall not extend to any
matter which is disclosed by the Employee pursuant to an order of a governmental
body or court of competent jurisdiction or as required pursuant to a legal
proceeding in which the Employee or the Company is a party. These obligations of
confidentiality are in addition to, not in place of any other applicable
confidentiality obligations.
9. CERTAIN
REMEDIES IN EVENT OF BREACH. In the event that the Employee commits a
breach, or threatens to commit a breach, of any of the restrictions on
confidentiality, the Company shall have the following rights and
remedies:
(a) to
obtain an injunction restraining any violation or threatened violation of the
confidentiality provisions or any other appropriate decree of
specific performance by any court having jurisdiction, it being acknowledged and
agreed by the Employee that the services rendered, and to be rendered to the
Company by her as an Employee and as legal counsel, are of a special, unique and
extraordinary character and that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company; and
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(b) to
require the Employee to account for and pay over to the Company all
compensation, profits, monies, accruals, increments or other benefits
(collectively the "Benefits") derived or received by the Employee, and the
Employee hereby agrees to account for and pay over the Benefits to the
Company.
Each of
the rights and remedies enumerated in this Section 10 shall be independent of
the other, and shall be severally enforceable, and such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company at law or in equity.
10. DISPUTE
RESOLUTION. In the event of any disagreement or controversy arising
out of or relating to this Agreement, such controversy or disagreement shall be
resolved by arbitration administered by the American Arbitration Association in
New York City. This Agreement and the rights of the parties hereunder shall be
governed by the law of the State of New York, without regard to conflicts of law
principles.
11. MISCELLANEOUS.
(a) Notices.
All notices or other communications required or permitted to be given pursuant
to this Agreement shall be in writing and shall be considered as duly given on
(a) the date of delivery, if delivered in person, by nationally recognized
overnight delivery service or by facsimile or (b) three days after mailing if
mailed from within the continental United States by registered or certified
mail, return receipt requested to the party entitled to receive the same, if to
the Company, Global Gold Corporation, 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, facsimile number (000) 000-0000; and if to the
Employee, Xxxxxxxx Fellowes, 000 Xxxx Xxx Xxxxxx Xxx #00, Xxx Xxxx, XX
00000. Any party may change her or its address by giving notice to
the other party stating her or its new address. Commencing on the
10th day after the giving of such notice, such newly designated address shall be
such party's address for the purpose of all notices or other communications
required or permitted to be given pursuant to this Agreement.
(b) Entire
Agreement; Waiver of Breach. This Agreement constitutes the entire agreement
among the parties and supersedes any prior agreement or understanding among them
with respect to the subject matter hereof, and it may not be modified or amended
in any manner other than as provided herein; and no waiver of any breach or
condition of this Agreement shall be deemed to have occurred unless such waiver
is in writing, signed by the party against whom enforcement is sought, and no
waiver shall be claimed to be a waiver of any subsequent breach or condition of
a like or different nature.
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(c) Binding
Effect; Assignability. This Agreement and all the terms and provision hereof
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, successors and permitted assigns. This Agreement
and the rights of the parties hereunder shall not be assigned except with the
written consent of all parties hereto.
(d) Captions.
Captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit or extend the scope or intent of this
Agreement or any provision hereof.
(e) Number
and Gender. Wherever from the context it appears appropriate, each term stated
in either the singular or the plural shall include the singular and the plural,
and pronouns stated in either the masculine, the feminine or the neuter
gender shall include the masculine, feminine and neuter.
(f) Severability.
If any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and
shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained
herein.
(g) Amendments.
This Agreement may not be amended except in a writing signed by all of the
parties hereto.
(h) Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument. In addition, this Agreement may contain more than one
counterpart of the signature page and this Agreement may be executed by the
affixing of such signature pages executed by the parties to one copy of the
Agreement; all of such counterpart signature pages shall be read as though one,
and they shall have the same force and effect as though all of the signers had
signed a single signature page.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
Global
Gold Corporation
By: __________________ ______________________
Van Z.
Xxxxxxxxx, Xxxxxxxx
Fellowes
Chairman
and CEO
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EXHIBIT
A
Global
Gold Corporation
00
Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
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May ,
2009
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Xx.
Xxxxxxxx Fellowes
000 Xxxx
Xxx Xxxxxx Xxx #00
Xxx Xxxx,
XX 00000
Re: Restricted Stock
Award
Dear Ms.
Fellowes:
As
consideration for your employment agreement with Global Gold Corporation (the
“Corporation”) and as an inducement for your
rendering of services to the Corporation, we hereby grant you One Thousand
(100,000) shares of the Common Stock of Global Gold Corporation, evidenced by a
certificate of shares of our common stock, $.001 par value per share (the
"Shares"), subject to applicable securities law restrictions and the terms and
conditions set forth herein:
1. For
the first six month period commencing January 1, 2009 within which you render
the services provided herein, you shall become fully vested in one half of the
total Shares granted hereunder. For the next six month period
thereafter through December 31, 2009, you shall become fully vested in the
additional one half of the total Shares granted hereunder.
2. In
the event of your termination of your employment on or before the expiration of
the twelve month period commencing January 1, 2009 for any reason, you shall
forfeit all right, title and interest in and to any of the Shares granted
hereunder which have not become vested in you, without any payment by the
Company therefore unless mutually agreed otherwise.
3. (a) Any
Shares granted hereunder are not transferable and cannot be assigned, pledged,
hypothecated or disposed of in any way until they become vested, and may be
transferred thereafter in accordance with applicable securities law
restrictions. Any attempted transfer in violation of the Section
shall be null and void.
(b) Notwithstanding
anything contained in this Agreement to the contrary, after you become vested in
any of the Shares granted hereunder, no sale, transfer or pledge thereof may be
effected without an effective registration statement or an opinion of counsel
for the Corporation that such registration is not required under the Securities
Act of 1933, as amended, and any applicable state securities laws.
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4. During
the period commencing with the date hereof and prior to your forfeiture of any
of the Shares granted hereunder, you shall have all right, title and interest in
and to the Shares granted hereunder, including the right to vote the Shares and
receive dividends or other distributions with respect thereto.
5. You
shall be solely responsible for any and all Federal, state and local income
taxes arising out of your receipt of the Shares and your future sale of other
disposition of them.
6. This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of law principles. All parties hereto (i) agree that any legal
suit, action or proceeding arising out of or relating to this Agreement shall be
instituted only in a Federal or state court in the City of New York in the State
of New York, (ii) waive any objection which they may now or hereafter have to
the laying of the venue of any such suit, action or proceeding, and (iii)
irrevocably submit to the exclusive jurisdiction of any Federal or state court
in the City of New York in the State of New York, in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be
available to any other person who is not a party to this
Agreement. All parties hereto agree that the mailing of any process
in any suit, action or proceeding at the addresses of the parties shown herein
shall constitute personal service thereof.
7. If
any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and
shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained
herein.
8. This
Agreement and all the terms and provisions hereof shall be binding upon and
shall inure to the benefit of the parties and their respective heirs and
successors and, in the case of the Corporation, its assigns.
9. This
Agreement may not be amended except in a writing signed by all of the parties
hereto.
10. Nothing
contained herein shall be construed to create an employment agreement between
the Corporation and you or require the Corporation to employ or retain you under
such a contract or otherwise.
11. Notwithstanding
anything contained this in Agreement to the contrary the Shares shall become
fully vested upon your death or upon your becoming disabled, which shall mean
you shall have been unable to render all of your duties by reason of illness,
injury or incapacity (whether physical or mental) for a period of six
consecutive months, determined by an independent physician selected by the Board
of Directors of the Corporation.
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12. In
the event of any conflict between the terms of this Agreement and of
the
Employment Agreement, the provisions contained in this Agreement shall
control.
If this
letter accurately reflects our understanding, please sign the enclosed copy of
this letter at the bottom and return it to us.
Very
truly yours,
Global
Gold Corporation
By:___________________________
Xxx Xxxxxxxxx,
Chairman
Agreed:
______________________________
Xxxxxxxx
Fellowes
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