THIRD AMENDMENT TO AUGUST 1, 2003 GLOBAL GOLD – ASHOT BOGHOSSIAN EMPLOYMENT AGREEMENT
EXHIBIT
10.11
THIRD
AMENDMENT TO
AUGUST 1,
2003
GLOBAL
GOLD – XXXXX XXXXXXXXXX
AMENDMENT,
dated as of the 11th day of
August, 2009, effective as of the 1st day of
July 2009 between Global Gold Mining, LLC, a Delaware limited liability company
(the “Corporation”), and Xxxxx Xxxxxxxxxx (the “Employee”), to the Employment
Agreement, dated as of August 1, 2003 (the “Agreement”), amended as of January
1, 2006, and as of June, 15 2006 between the parties;
W I T N E S S E T H T H A T:
WHEREAS,
the Employee currently serves as Director and Regional Manager and the
Corporation needs to retain the continued active service of the Employee in
light of the Corporation’s obligations and in light of other
considerations;
WHEREAS,
the Corporation and the Employee desire to enter into an amendment of the
Agreement on the terms and conditions hereinafter set forth;
NOW,
THEREFORE, the parties hereto agree as follows:
1. EXTENSION OF
TERM. The term of the Agreement is hereby further extended
until June 30, 2012 and Section 2 of the Agreement is hereby amended to read as
follows:
“TERM. The
term of this Agreement shall commence on August 1, 2003 (or such other date as
mutually agreed by the parties) and end on June 30, 2012, and shall be
automatically renewed for consecutive one-year periods thereafter unless (a)
terminated on the anniversary of June 30 by either party on 120 days written
notice or (b) sooner terminated as otherwise provided herein.”
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2. COMPENSATION. Employee
is awarded as additional base compensation a Restricted Stock Award of 337,500
shares vesting in six semi-annual installments through June 30, 2012, and
pursuant to the terms set forth in the Restricted Stock Award attached to this
Amendment, and an annual salary of $72,000. The first two sentences of Section
3(a) of the Agreement are hereby amended to read as follows:
“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 for the term of this Agreement as amended
effective July 1, 2009 a total of 337,500 shares of its common stock pursuant to
the terms of the Restricted Stock Awards attached hereto as Exhibit A, and as
set forth in such Awards (the “Restricted Stock Awards”) delivered to the
Employee. In addition to the
foregoing, the Company shall pay to the Employee, as base compensation, the sum
of $72,000 for each 12-month period commencing on and after July 1, 2009 during
the term of this Agreement, as amended effective July 1, 2009, payable in equal
monthly installments of $6,000 on the 15th day of each
month.”
3. SURVIVAL OF
AGREEMENT. This Amendment is limited as specified above and
shall not constitute a modification or waiver of any other provision of the
Agreement except as required by terms agreed here. Except as
specifically amended by this Amendment, the Agreement terms shall remain in full
force and effect and all of its terms are hereby ratified and
confirmed.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.
| GLOBAL GOLD MINING, LLC | |||||
| By |
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Van
X. Xxxxxxxxx
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Xxxxx
Xxxxxxxxxx
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Manager
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August 11, 2009
Xx. Xxxxx
Xxxxxxxxxx
Global
Gold Mining LLC
Xxxxxxx,
Xxxxxxx 000000
Restricted Stock
Award
Dear Xx.
Xxxxxxxxxx:
As an
inducement for your continuing rendering of services to Global Gold Mining LLC a
subsidiary of Global Gold Corporation (the “Corporation”) and pursuant to the
June 19, 2009 decisions of the Compensation Committee and Board of
Directors of the Corporation , we hereby grant you 337,500 shares, $0.001 par
value per share (the “Shares”), of the Common Stock of the Corporation,
evidenced by a certificate for such Shares, subject to applicable securities law
restrictions and the terms and conditions set forth herein:
1. You
shall be required to spend at least 75% of your business time in connection with
the responsibility assigned to you (or to be assigned to you) in connection with
the business of the Corporation pursuant to your Employment Agreement with
Global Gold Mining, LLC.
2. For
each six month period, commencing on July 1, 2009, you shall become fully vested
in 56,250 Shares granted hereunder.
3. In
the event of your termination of your employment on or before the expiration of
the three year period commencing with July 1, 2009 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 Corporation therefor, except in
the case of a Change in Control. All Shares shall vest upon the
occurrence of a Change of Control (as defined herein) without further action by
you or the Corporation.
4.
(a) Any
Shares granted hereunder are not transferable and cannot be assigned, pledged,
hypothecated or disposed 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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5. 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.
6. You
shall be solely responsible for any and all Federal, state and local incomes
taxes arising out of your receipt of the Shares and your future sale of other
disposition of them.
7. 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 ht emailing of any process
in any suit, action or proceeding at the addresses or the parties shown herein
shall constitute personal service thereof.
8. If
any provision of the 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.
9. This
Agreement and all the terms and provisions hereof shall be binding upon and
shall insure to the benefit of the parties and their respective heirs and
successors and, in the case of the Corporation, its assigns.
10. This
Agreement may not be amended except in a writing signed by all of the parties
hereto.
11. Nothing
contained herein shall be construed to create 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.
12. Notwithstanding
anything contained this in Agreement to the contrary:
(a) the
Shares shall become fully vested upon the occurrence of a Change of Control (as
defined in this Section 12), which shall occur upon
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(i) (a)
thirty-five percent (35%) or more of the outstanding voting stock of the
Corporation has been acquired by any person (as defined by Section 3 (a) (9) of
the Securities Exchange Act of 1934, as amended) other than directly from the
Corporation; (b) there has been a merger or equivalent combination involving the
Corporation after which 49% or more of the voting stock of the surviving
corporation is held by persons other than former shareholders of the
Corporation; (c) twenty percent (20%) or more of the members of the Board
elected by shareholders are persons who were not nominated in the then most
recent proxy statement of the Corporation; or (d) the Corporation sells or
disposes of all or substantially all of its assets.
(ii) any
“person”, as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or persons acting in
concert (other than Xxxxx X. Xxxxxxxxx, Firebird Global Master Fund, Ltd., Van
X. Xxxxxxxxx or any of their affiliates) become the “beneficial owner” or
“beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time), directly
or indirectly, of the Corporation’s securities representing more than 50% of the
combined voting power of the Corporation’s then outstanding securities, pursuant
to a plan of such person or persons to acquire such controlling interest in the
Corporation, whether pursuant to a merger (including a merger in which the
Corporation is the surviving corporation), an acquisition of securities or
otherwise; and
(b) A
transaction shall not constitute a Change of Control if its sole purpose is to
change the state of the Corporation’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Corporation’s securities immediately before such
transaction.
(c) 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.
13. 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.
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If this letter accurately reflects our
understanding, please sign the enclosed copy of this letter at the bottom and
return it to us, whereupon it shall become agreement binding upon the
parties.
| Very truly yours, | |||
| Global Gold Corporation | |||
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By:
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| Van X. Xxxxxxxxx | |||
| Chairman and CEO | |||
Agreed:
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Xxxxx
Xxxxxxxxxx
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