Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on _____________,
2003, by and between Great American Minerals, Inc., a Nevada corporation, (the
"Company"), and Xxxx Idziszek ("Executive"). The Company desires to employ the
services of Executive on the terms and subject to the conditions of this
Agreement, and Executive desires to accept such employment.
In consideration of the terms and mutual covenants contained in this
Agreement, the Company and Executive agree as follows.
1. Employment. The Company hereby engages the services of Executive as
Chief Executive Officer of the Company to perform those duties delegated by the
Board of Directors of the Company (the "Board") and all other duties consistent
with such description, and Executive hereby accepts such employment. The Company
acknowledges that Executive has other employment and will only be available to
the Company on a part-time, as needed basis. Executive shall perform his
obligations to the Company pursuant to this Agreement under the direction of the
Company, and Executive shall devote his reasonable efforts to such performance.
2. Term. This Agreement shall be effective as of the date herein (the
"Effective Date") and shall continue thereafter until terminated by either party
as provided in Section 6 hereof. This Agreement is intended to create an
"at-will" employment relationship.
3. Compensation.
(a) For services rendered pursuant to this Agreement, Executive shall
receive, commencing on the Effective Date, a base salary ("Base Salary") of
CDN$60,000.00 (Canadian funds) per year. The base salary shall be reviewed by
the Board one year after the date of the initial public offering and may be
increased annually as determined by the Board. The Board's determination of
salary will be based primarily on the Company's growth and development.
(b) Executive may be granted such additional bonuses as the Board, in
its discretion, may determine.
(c) Executive may be granted options to purchase shares of the
Company's common stock as determined from time to time by the Board or the
Committee established pursuant to the Company's Incentive Plan. Such options
shall be subject to such other terms and conditions as may be determined by the
Board or the Committee when and if such options are granted.
(d) Since Executive is located in Canada and will be performing
substantially all of his services hereunder in Canada, the base salary will be
paid to Executive in Canadian funds. The Company will not make any U.S. or
Canadian withholdings from Executive's base salary. Executive agrees to pay all
taxes due on his compensation hereunder and to hold the Company harmless from
any consequences of the lack of withholding.
4. Employment Benefits. Since Executive will not be working full time
for the Company, Executive will not be entitled to any Employment Benefits.
5. Expenses. The Company will reimburse Executive for expenses incurred
in connection with its business, including expenses for travel, lodging, meals,
beverages, entertainment and other items on Executive's periodic presentation of
an account of such expenses in accordance with policies established by the
Company.
6. Termination. Executive's employment will terminate upon the first to
occur of the following:
(a) Termination by the Company for "cause," as determined by the Board.
For the purposes of this Section 6(a), "cause" shall mean:
(i) willful misfeasance or gross negligence in the performance
of his duties hereunder after 30 days notice and after a 60 day period
to cure such defect;
(ii) willful engagement by Executive in dishonest or illegal
conduct that is demonstrably injurious to the Company; or
(iii) conviction of a felony.
Executive shall receive no notice of employment termination for cause
in the case of (ii) and (iii) above. Immediately upon termination under Section
6(a), the Company shall have no further obligations to Executive under this
Agreement.
(b) Termination by the Company in the event of Executive's disability.
"Disability" will be deemed to exist if Executive has substantially failed to
perform the essential functions of his duties hereunder for 180 consecutive days
(notwithstanding reasonable accommodation by the Company) for reasons of mental
or physical health, or if a physician selected in good faith by the Company
examines Executive (and Executive hereby agrees to permit such examinations at
the Company's expense) and advises the Company that Executive will not be able
to perform the essential functions of his duties hereunder for the following 180
consecutive days. If the Company terminates Executive's employment for
Disability, Executive shall receive the compensation due under Section 3 of this
Agreement and Executive's benefits due under Section 5 of this Agreement through
the date of termination and the Company will have no further obligation under
this Agreement at that time
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(c) Employee's death. In the event of Executive's death, all of
Company's obligations under this Agreement shall terminate immediately.
Executive's estate shall receive compensation due under Section 3 of this
Agreement and Executive's benefits due under Section 5 of this Agreement through
the date of death plus any additional insurance benefit provided by the benefits
plan.
(d) Termination by either party, without cause, on two week's notice.
7. Notice of Termination. Any termination of Executive's employment
under this Agreement, except for termination for "cause" under Paragraph
6(a)(ii) and (iii) of this Agreement, shall be communicated by a written Notice
of Termination (the "Notice") to the other party hereto, which Notice shall
specify the particular termination provision in this Agreement relied upon by
the terminating party and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under such provision.
Any such Notice to the Company shall be delivered to the Company's president or
personnel director at its principal place of business. Any such Notice to
Executive shall be delivered personally to Executive or delivered to his
residence address listed in the Company's personnel records.
8. Complete Agreement. This Agreement together with the attached
Exhibit embodies the complete agreement and understanding between the parties
and supersedes any prior understandings, agreements or representations by or
among the parties, whether written or oral, concerning the subject matter hereof
in any way.
9. Amendments; Waivers. This Agreement may not be amended except by a
writing signed by both the Company and Executive. Any waiver by a party hereof
of any right hereunder shall be effective only if evidenced by a signed writing,
and only to the extent set forth in such writing.
10. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of, and be enforceable by the parties hereto and their
respective successors, heirs and assigns, except that Executive may not assign
any of his obligations hereunder without the prior written consent of the
Company.
11. Remedies. Each of the parties to this Agreement will be entitled to
specifically enforce its rights under this Agreement, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights to which it may be entitled.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah and the United States of America.
13. Notices. Any notice to be given hereunder shall be in writing and
shall be effective when personally delivered or sent to the other party by
registered or certified mail, return receipt requested, or overnight courier,
postage prepaid, or otherwise when received by the other party, at the address
set forth at the end of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above to be effective as of the Effective Date.
GREAT AMERICAN MINERALS, INC.
By: Dated the ___ day of __________ 2003
Name:______________________
Title:_____________________
Address:___________________
___________________________
EXECUTIVE:
___________________________ Dated the ___ day of __________ 2003
Xxxx Idziszek
Address:___________________
___________________________
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