EXHIBIT 10.54
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of July, 2002 between Global
Gold Corporation, a Delaware corporation (the "Corporation"), and Xxxxxx X.
Xxxxxxxx, an individual residing at 00 Xxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx
00000 (the "Employee") (the "Agreement").
W I T N E S S E T H :
WHEREAS, the Corporation and the Employee entered into a
three-year employment agreement effective as of July 1, 1997 and which
terminated on June 30, 2000;
WHEREAS, the Corporation needs the active service of the
Employee in light of the Corporation's renewed efforts to obtain and exploit
gold mining projects;
WHEREAS, the Corporation and the Employee desire to enter into
a new employment agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES.
(a) The Corporation hereby employs the Employee,
and the Employee hereby accepts and agrees to
such employment, as Chairman and Chief Executive Officer and, in such capacity,
to be responsible for managing the day-to-day activities of the Corporation. The
Employee shall, subject to the supervision and control of the Board of Directors
of the Corporation, perform such executive duties and exercise such supervisory
powers over and with regard to the business of the Corporation and its present
and future subsidiaries, consistent with such position, and such additional
duties as specified in the Corporation's By-Laws or as may be assigned to him
from time to time by the Board of Directors of the Corporation.
(b) The Employee agrees to devote 50% of his 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 50% of his available
business time.
2. TERM. The term of this Agreement shall be for a period of
four years commencing on July 1, 2002 and ending on June 30, 2006, and shall be
automatically renewed for consecutive one-year periods thereafter unless (a)
terminated by the Employee on 120 days written notice prior to the expiration of
the initial term hereof, (b) terminated by either party on 120 days written
notice prior to the expiration of the fourth year hereof or any year thereafter
or (c) sooner terminated as otherwise provided herein.
3. COMPENSATION.
(a) Base Compensation. In consideration for the services
rendered by the Employee under this Agreement, the Corporation shall transfer
and deliver to the Employee as base compensation 100,000 shares of its common
stock each 12-month period during the term
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hereof, commencing on August 1, 2002 and thereafter on August 1, 2003, August 1,
2004 and August 1, 2005. Such then base salary may be increased each year, on
the first day after each anniversary date of the date of this Agreement,
(a) in an amount equal to the percentage increase, if any, in the Federal Bureau
of Labor Statistics Consumer Price Index for Urban Consumers for the
Northeastern Region of the United States ("CPI") during the preceding 12-month
period, or (b) in an amount up to 10%, in the sole discretion of the Board of
Directors of the Corporation, if it determines that such action would be in the
best interests of the Corporation.
(b) Bonus Compensation. In addition to the foregoing
compensation, the Employee shall be entitled to receive annual bonus
compensation 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; provided that no amount paid to any employee of
the Corporation shall exceed 50% of his then base compensation for such year.
Any bonus payment shall be subject to all applicable tax withholdings.
(c) In the event that the Employee voluntarily elects
not to work 50% for the Corporation as contemplated hereunder, both his base
compensation, and bonus compensation, if any, to which he would otherwise have
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been entitled, set forth in Section 3(a) and (b) shall be reduced to the amount
computed by multiplying such base compensation and bonus entitlement by the
ratio of the number of hours worked during such 12 month period to 800 hours.
(d) Change of Control.
(i) If during the term of this Agreement, there
shall occur a Change of Control of the Corporation (as defined herein), the
Employee may terminate his employment hereunder at any time during the term of
this Agreement in which case he shall be entitled to receive a payment equal to
one times the Employee's average annual compensation paid by the Company
(including bonuses, if any) during the four year period (or, if he has worked
less than four years hereunder, such shorter period) immediately preceding the
date of his termination of employment (the "Severance Payment"), provided,
however, that such Severance Payment shall be reduced if and only to the extent
necessary to avoid the imposition of an excise tax on such Severance Payment
under Section 4999 of the Internal Revenue Code of 1986, as amended. The
Severance Payment shall be payable to Employee as follows:
(A) on the date of his termination of
employment, an amount equal to three months base compensation at the rate
prevailing on the date of termination; and
(B) commencing with the fourth month
after such termination, the balance remaining after the payment set forth in
Section 3(d)(i)(A) above shall be paid by the Corporation in nine equal
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installments in, at the Corporation's sole discretion, cash or in unregistered
shares of its common stock, based on the fair market value of such stock at the
time of each such payment.
(ii) For purposes hereof, the term "Change of
Control" shall mean an event or series of events that would be required to be
described as a change in control of the Corporation in a proxy or information
statement distributed by the Corporation pursuant to Section 14 of the
Securities Exchange Act of 1934 in response to Item 6(e) of Schedule 14A
promulgated thereunder, or any substitute provision which may hereafter be
promulgated thereunder or otherwise adopted. The determination of whether and
when a change in control has occurred or is about to occur shall be made by the
Board of Directors in office immediately prior to the occurrence of the event or
series of events constituting such change in control.
4. WORKING FACILITIES. The Corporation shall not be required to
provide an office for the Employee for the performance of his services
hereunder, but will provide such other facilities and services commensurate with
his position as Chairman and Chief Executive Officer of the Corporation, as are
reasonably necessary for the performance of his duties hereunder, as determined
by the Board of Directors of the Corporation.
5. REIMBURSEMENT OF BUSINESS EXPENSES. The Employee is
authorized to incur reasonable expenses in connection with the conduct of the
Corporation's business, including, without limitation, expenses for the
Employee's travel, lodging and business entertainment in accordance with the
Corporation's customary practice and subject to the general limitations thereof
set forth in the annual or more frequent budgets adopted by the Corporation from
time to time. The Corporation will promptly reimburse the Employee for such
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expenses upon the presentation by the Employee, from time to time, of an
itemized account of such expenditures together with vouchers or receipts in
substantiation thereof.
6. BENEFITS. During the term of this Agreement, any
benefits made available to officers or employees of the Corporation under any
pension plan, profit sharing plan, employee stock purchase plan, stock bonus
plan, incentive stock option plan, stock appreciation plan, deferred
compensation plan, insurance plan, health plan, welfare plan, long-term
disability plan or otherwise shall be made available to the Employee, taking
into account the Employee's level of compensation, past services, scope of
responsibility and such other factors as are customarily used to evaluate
executive performance and compensation under such plans.
7. 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, benefits, 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 Corporation. 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. In the event that the vacation time
provided hereunder has not been taken during the 12-month period prior to the
termination or expiration of this Agreement for any reason other than those set
forth in Section 8(a) hereof, the Corporation shall pay the Employee, in
addition to any other benefits due to the Employee hereunder, an amount equal to
the number of weeks (or fraction thereof) of vacation time not so taken during
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such period multiplied by an amount equal to the result obtained by dividing (x)
the then base salary in effect on the Termination Date (as defined in Section
8(e) hereof) by (y) 52.
8. TERMINATION.
(a) Early Termination by Corporation for Cause. During
the term of this Agreement, the Employee's employment may be terminated by the
Corporation only by the affirmative vote of 100% of all of the members of the
Board of Directors of the Corporation then holding office (without counting any
vote of the Employee whose services are sought to be terminated, if the Employee
is then a member of the Board of Directors) on 30 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:
(i) Willful act or acts on the part of the
Employee which caused material damage to the Corporation;
(ii) The conviction of the Employee for a felony;
(iii) The refusal by the Employee, continued for
at least 90 days, to perform such employment duties as may
reasonably be delegated or assigned to him under this
Agreement, consistent with his executive position, by the
Board of Directors of the Corporation;
(iv) Willful and unexcused neglect by the
Employee of his employment duties under this Agreement,
continued for at least 90 days; or
(v) Any other material breach by the Employee of
the provisions of this Agreement.
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Subject only to a final determination by an arbitrator made
pursuant to the provisions of Section 11 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 his
then base compensation for a period of three months thereafter. In the event
that the Employee desires to take any matter with respect to such determination
to arbitration, he must commence an arbitration 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, he will be deemed
conclusively to have waived his right to arbitration of the termination of his
employment hereunder.
(b) Termination by Employee. In the event that the
Corporation shall default in the performance of any of its obligations under
this Agreement in any material respect (other than by reason of its financial
inability to make payments as determined by the Board of Directors of the
Corporation in writing), and shall not cure such default within 10 days of
receipt by the Corporation 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
8(b), the Employee shall be entitled to receive, as liquidated damages and not
as a penalty, one year'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 8(b) hereof
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and subject to Section 8(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 8(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
Corporation, the Corporation shall have the right to terminate this Agreement,
by giving 10 days prior written notice to the Employee, provided that the
Corporation shall continue to pay his then base compensation for a period of 12
months thereafter. Until terminated in the manner set forth in this Section
8(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 Corporation
shall be applied against and shall reduce the amount of the base compensation
payable by the Corporation under this Section 8(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 sole death benefit payable to the Employee shall
be the life insurance benefits provided to the Employee, if any.
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(e) Certain Definitions.
(i) Any termination of the Employee's employment
by the Corporation 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.
(ii) "Termination Date" shall mean the date
specified in the Notice of Termination as the last day of Employee's employment
by the Corporation.
(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 8(b) or 8(c)
hereof, the Corporation shall maintain in full force and effect, 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 Corporation shall have no obligation to provide any substitute
benefits for the Employee.
9. CONFIDENTIALITY.
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(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 Corporation, disclose to any person,
other than an employee of the Corporation 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 Corporation'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.
(b) The obligations of confidentiality contained in
this Section shall not extend to any matter which is in or becomes part of the
public domain otherwise than by reason of a breach by the Employee of his
obligations of confidentiality hereunder or 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
Corporation is a party.
10. 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 contained in Section 9 of this
Agreement, the Corporation shall have the following rights and remedies:
(a) to obtain an injunction restraining any violation
or threatened violation of the provisions of Section 9 or any other appropriate
decree of specific performance by any court having equity jurisdiction, it being
acknowledged and agreed by the Employee that the services rendered, and to be
rendered to the Corporation by him as an Employee, are of a special, unique and
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extraordinary character and that any such breach or threatened breach will cause
irreparable injury to the Corporation and that money damages will not provide an
adequate remedy to the Corporation; and
(b) to require the Employee to account for and pay over
to the Corporation all compensation, profits, monies, accruals, increments or
other benefits (collectively the "Benefits") derived or received by the Employee
as the result of any transactions constituting a breach of any of the provisions
of Section 9, and the Employee hereby agrees to account for and pay over the
Benefits to the Corporation.
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 Corporation at law or in equity.
11. ARBITRATION.
(a) Selection of Arbitrators. In the event of any
disagreement or controversy arising out of or relating to this Agreement, such
controversy or disagreement shall be settled by three arbitrators in the City of
New York in accordance with the rules of the American Arbitration Association
(the "AAA") in arbitrations administered by it (other than the AAA rules
relating to the appointment of arbitrators), and any award granted in such
arbitration shall finally determine such controversy or disagreement. The
arbitrators for any of the arbitral proceedings referred to in the preceding
sentence shall be chosen as follows: (x) one shall be chosen by the Employee,
(y) one shall be chosen by the Board of Directors of the Corporation, and (z)
one shall be chosen by the two arbitrators selected under Section 11(a)(x) and
(y) hereof. The arbitrators to be chosen by the parties shall be chosen within
30 days after the service of a demand for arbitration on any party hereto. If
the two arbitrators appointed above shall not agree to the appointment of the
third arbitrator to be appointed as provided in Section 11(a)(z), such
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arbitrator shall be chosen by the then President of the Association of the Bar
of the City of New York, subject to challenge by any party only by reason of a
conflict of interest.
(b) Jurisdiction. Any judicial proceeding brought
against any of the parties to this Agreement in connection with compelling or
staying arbitration or enforcing any arbitral decision shall be brought in the
courts of the State of New York or in the United States District Court for the
Southern District of New York, and by the execution and delivery of this
Agreement, each of the parties to this Agreement accepts for himself or itself
the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by
any judgment rendered thereby in connection with this Agreement. ___ Such
consent shall not constitute a general appearance or be available to any other
person who is not a party to this Agreement. The parties agree that service of
process will be deemed sufficient if made upon each party hereto at the address
set forth herein.
12. 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
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entitled to receive the same, if to the Corporation, Global Gold Corporation,
c/x Xxxxx X. Xxxxxxxxx, 000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, facsimile
number (000) 000-0000, with a copy to Law Offices of Xxxxxxx X. Field, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx X. Field, Esq.,
facsimile number (000) 000-0000; and if to the Employee, Xxxxxx X. Xxxxxxxx, 00
Xxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000, facsimile number (000) 000-0000.
Any party may change his or its address by giving notice to the other party
stating his 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) Governing Law. 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 determined without regard to conflicts of law
principles.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) Amendments. This Agreement may not be amended except
in a writing signed by all of the parties hereto.
(i) 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:/s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxx, Chairman and
Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
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