EMPLOYMENT AGREEMENT
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Exhibit 1
THIS AGREEMENT made and entered into as of the 2nd day of December, 2004 by and between Golden Cycle Gold Corporation, a Colorado corporation, (hereinafter referred to as the "Company"), and R. Xxxxxxx Xxxxxxx, aka Xxx Xxxxxxx Xxxxxxx Xx., (hereinafter referred to as "Xx. Xxxxxxx").
WHEREAS, Xx. Xxxxxxx has been President and Chief Executive Officer of the Company since April, 1999 and has been continuously employed as an officer by the Company since 1993, and
WHEREAS the Company is desirous of the continuation of Xx. Xxxxxxx'x employment with the Company.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement shall cover the terms of Xx. Xxxxxxx'x employment commencing on August 1, 2005 and, subject to the provisions of sections 5 and 6 hereof, shall terminate three years thereafter on August 1, 2008 (the "Term").
2. DUTIES AND PERFORMANCE. During the Term, Xx. Xxxxxxx shall be employed as President and Chief Executive Officer and shall use his best efforts to advance the interests and business of the Company, supervise its executives and employees and devote substantially all of his working time and attention to the business of the Company. Xx. Xxxxxxx shall have all of the duties, responsibilities and authority inherent in the positions of President and Chief Executive Officer of the Company, subject to the direction and control of the Board of Directors of the Company. Xx. Xxxxxxx agrees to serve as a director of the Company and on any committees of the Board of Directors to which he is elected. Nothing herein shall be deemed to require Xx. Xxxxxxx to relocate outside of the city of Colorado Springs, Colorado.
3. BASE SALARY. The company shall pay to Xx. Xxxxxxx base salary at the rate of the annual salary (as adjusted) payable to him at the close of his current agreement, plus an annual cost of living raise based on the consumer price index as applied to Colorado Springs, Colorado, payable in such installments as shall accord with the normal pay practices of the Company.
4. BENEFITS. (a) When eligible under non-discriminatory standards, Xx. Xxxxxxx shall be entitled to participate during the Term in any employee benefit plans maintained by the Company available to executive officers of the Corporation, and shall be entitled to 30 vacation days per year and holidays as the Company may establish as Company policy.
(b) The Company shall reimburse Xx. Xxxxxxx in accordance with the Company's policy applicable to executive officers then in effect, for travel and other normal business expenses incurred in the pursuit of Company business.
(c) The Company shall use all reasonable efforts to maintain in full force and effect during the Term all life insurance policies it currently maintains on the life of Xx. Xxxxxxx, provided that this subsection shall not relate to policies of which the Company is the beneficiary.
5. TERMINATION OF AGREEMENT. (a) The Company shall be entitled to terminate this Agreement in any of the following circumstances:
(i) for "cause" by reason of the occurrence of any of the following:
(A) willful misfeasance or gross negligence by Xx. Xxxxxxx in the conduct of Xx. Xxxxxxx'x duties including the failure of Xx. Xxxxxxx to follow lawful orders of the Board of Directors, (B) a material breach by Xx. Xxxxxxx of this Agreement, (C) the commission of acts of dishonesty or moral turpitude by Xx. Xxxxxxx that are detrimental to
the Company and/or its affiliates, or (D) the conviction of, or nolo contendere plea by Xx. Xxxxxxx in respect of any felony.
(ii) Mental or physical incapacity or inability of Xx. Xxxxxxx to perform his duties for a consecutive period of 360 days during the Term; or
(b) In the event of termination for cause pursuant to the terms of this section, the obligations of the Company to provide benefits other than those already vested as provided herein shall cease upon such termination.
6. DEATH. In the event of the death of Xx. Xxxxxxx while employed by the Company, the Company will continue to pay his then current base salary, for a period of twelve months from the month in which death occurs, to his widow, if she survives him, or if she does not, to his estate, or, if his widow dies during such period, to his estate for the balance of such period.
7. COVENANT NOT TO COMPETE. (a) Xx. Xxxxxxx acknowledges that in the course of his employment hereunder and his employment by the Company, he has and will become privy to various economic and trade secrets and relationships of the Company and its affiliates. Therefore, in consideration of this Agreement, Xx. Xxxxxxx hereby agrees that he will not, directly or indirectly, except for the benefit of the Company or its affiliates:
(i) during the term of this Agreement and thereafter, on behalf of himself or any other person: (A) solicit, entice, persuade or induce any employee of the Company or any affiliate, or any other person, who is under contract with or rendering services or supplying products to the Company or any affiliate, or any such individual or entity who held any such status during the two-year period preceding termination of this Agreement, (w) to terminate his/her or its employment by, or contractual relationship with, the Company or any affiliate or (x) to refrain from extending or renewing the same (upon the same or new terms) or (y) to refrain from rendering services to the Company or any affiliate, or (z) to become employed by or to enter into contractual relations with persons other than the Company; or
(B) authorize or knowingly approve or assist in the taking of any such action by any person other than the Company.
(ii) (A) Subject to the exception contained in Section 7(a) (ii) (B), for a period ending two years after termination of this Agreement, directly or indirectly, whether as employee, consultant, officer, director, partner, shareholder or otherwise compete with the business of the Company or any of its affiliates.
(B) This subsection 7(a)(ii) shall not restrict Xx. Xxxxxxx from participating or investing in mining other than in competition with the Company.
8. CONFIDENTIALITY. During the term of this Agreement and thereafter, Xx. Xxxxxxx will keep secret and will not, without the express written consent of the Company:
(a) knowingly divulge or communicate to any third person, or use for the benefit of himself or any third person, any trade secrets or privileged, proprietary or confidential information used or owned by the Company or any affiliate or disclosed to or learned by him in the course of his employment by the Company including, without limitation information concerning the Cripple Creek & Xxxxxx Xxxx Mining Company; or
(b) retain for the benefit of himself or any third person any document or paper used or owned by the Company or any affiliate or coming into his possession in the course of his employment hereunder to make or cause to be made any copy, abstract, or summary thereof, except documents evidencing Xx. Xxxxxxx'x rights, privileges, duties and obligations, including this document.
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SIGNATURES
GOLDEN CYCLE GOLD CORPORATION
/s/ XXXXX X. XXXXX Xxxxx X. Xxxxx, Chairman of the Board |
December 2, 2004 |
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ACCEPTED AND AGREED TO ON THIS 2nd DAY OF DECEMBER 2004. |
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/s/ R. XXXXXXX XXXXXXX R. Xxxxxxx Xxxxxxx |
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EMPLOYMENT AGREEMENT
