AGREEMENT
THIS AGREEMENT is made and entered into effective as of March 12th,
2010 (the "Effective Date"), by and between Amerilithium Corp., a
Nevada corporation, and Xxxxxxx Xxxxxxx, an individual.
1. Term.
This Agreement shall continue for a period of three (3) years from the
Effective Date and shall continue thereafter renewable on a twelve
month basis.
2. Position and Responsibilities.
(a) Position. Amerilithium Corp. hereby retains Worrall to serve as
Chief Executive Officer. Worrall shall perform such duties and
responsibilities as are normally related to such position in accordance
with Amerilithium Corp.'s bylaws and applicable law, including those
services described on Exhibit A, and Worrall hereby agrees to use his
best efforts to provide the Services. Worrall shall not allow any
other person or entity to perform any of the Services for or instead of
Worrall. Worrall shall comply with the statutes, rules, regulations
and orders of any governmental or quasi-governmental authority, which
are applicable to the performance of the Services, and Amerilithium
Corp.'s rules, regulations, and practices as they may from time-to-time
be adopted or modified.
(b) Other Activities. Worrall may be employed by another company, may
serve on other Boards of Directors or Advisory Boards, and may engage
in any other business activity (whether or not pursued for pecuniary
advantage), as long as such outside activities do not violate Worrall'
obligations under this Agreement or Worrall' fiduciary obligations to
the shareholders, except as set forth in Exhibit B. The ownership of
less than a 5% interest in an entity, by itself, shall not constitute a
violation of this duty. Except as set forth in Exhibit B, Worrall
represents that, to the best of his knowledge, Worrall has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, and Worrall agrees to use his best
efforts to avoid or minimize any such conflict and agrees not to enter
into any agreement or obligation that could create such a conflict,
without the approval of the Chief Executive Officer or a majority of
the Board of Directors. If, at any time, Worrall is required to make
any disclosure or take any action that may conflict with any of the
provisions of this Agreement, Worrall will promptly notify the Chief
Executive Officer or the Board of such obligation, prior to making such
disclosure or taking such action.
(c) No Conflict. Except as set forth in Section 2(b) and Exhibit B,
Worrall will not engage in any activity that creates an actual conflict
of interest with Amerilithium Corp., regardless of whether such
activity is prohibited by Amerilithium Corp.'s conflict of interest
guidelines or this Agreement, and Worrall agrees to notify the Board of
Directors before engaging in any activity that creates a potential
conflict of interest with Amerilithium Corp. Specifically and except
as set forth in Section 2(b) and Exhibit B of this Agreement, Worrall
shall not engage in any activity that is in direct competition with
Amerilithium Corp. or serve in any capacity (including, but not limited
to, as an employee, consultant, advisor or Worrall) in any Amerilithium
Corp. or entity that competes directly with Amerilithium Corp., as
reasonably determined by a majority of Amerilithium Corp.'s
disinterested board members, without the approval of the Chief
Executive Officer.
3. Compensation and Benefits.
(a) Salary. In consideration of the services to be rendered under
this Agreement, Amerilithium Corp. shall pay Worrall $6,500 per month.
(b) Benefits. Worrall shall also be eligible to participate in any
benefits made generally available by Amerilithium Corp. to its senior
executives, to the extent allowed by the benefit plans established by
Amerilithium Corp., which may be amended or terminated at any time in
Amerilithium Corp.'s sole discretion.
(c) Expenses. Amerilithium Corp. shall reimburse Worrall for all
reasonable business expenses incurred in the performance of his duties
hereunder in accordance with Amerilithium Corp.'s expense reimbursement
guidelines.
(d) Indemnification. Amerilithium Corp. will indemnify and defend
Worrall against any liability incurred in the performance of the
Services to the fullest extent authorized in Amerilithium Corp.'s
Articles of Incorporation, as amended, bylaws and applicable law.
Amerilithium Corp. may, in the future, purchase Officer's liability
insurance, and Worrall shall be entitled to the protection of any
insurance policies Amerilithium Corp. maintains for the benefit of its
directors and officers against all costs, charges and expenses in
connection with any action, suit or proceeding to which he may be made
a party by reason of his affiliation with Amerilithium Corp., its
subsidiaries, or affiliates.
(e) Records. Worrall shall have reasonable access to books and
records of Amerilithium Corp., as necessary to enable Worrall to
fulfill his obligations as an employee of Amerilithium Corp.
(f) Semi-annual review. Amerilithium Corp. and Worrall shall review
terms of Worrall's salary and benefits on a semi-annual basis.
4. Termination.
(a) Right to Terminate. At any time, Worrall may be removed as
President and Chief Executive Officer as provided in Amerilithium
Corp.'s Articles of Incorporation, bylaws, and applicable law. Worrall
may resign as President and Chief Executive Officer as provided in
Amerilithium Corp.'s Articles of Incorporation, bylaws and applicable
law. Notwithstanding anything to the contrary contained in or arising
from this Agreement or any statements, policies, or practices of
Amerilithium Corp., neither Worrall nor Amerilithium Corp. shall be
required to provide any advance notice or any reason or cause for
termination of Worrall' status as Vice President, except as provided in
Amerilithium Corp.'s Articles of Incorporation, Amerilithium Corp.'s
bylaws and applicable law.
(b) Effect of Termination as Chief Executive Officer. Upon a
termination of Worrall's status as Chief Executive Officer, in which
Worrall remains a director, this Agreement will terminate, and
Amerilithium Corp. and Worrall will sign Amerilithium Corp.'s standard
Director's Agreement, in effect at the time of the termination, subject
to any modifications to which both parties mutually agree; provided,
however, following such termination and for as long as Worrall
continues to serve as a Director of Amerilithium Corp., Amerilithium
Corp. will continue to provide Worrall with any benefits provided by
Section 3(c) and will pay all premiums for coverage of Worrall and his
family, under Amerilithium Corp.'s benefit plans (if any) as provided
in Section 3(c) to the extent allowed under applicable law. Except as
provided herein, Amerilithium Corp. shall pay to Worrall all
compensation and benefits to which Worrall is entitled up through the
date of termination, and thereafter, all of Amerilithium Corp.'s
obligations under this Agreement shall cease, except as provided in
Sections 1(b), 3(b), 3(d), 3(e), and 5.
Upon a termination of Worrall' status as President and Chief Executive
Officer, in which Worrall does not remain a Director, this Agreement
will terminate; Amerilithium Corp. shall pay to Worrall all
compensation and benefits to which Worrall is entitled up through the
date of termination; and Worrall shall be entitled to his rights under
COBRA, HIPPA, and any other applicable law. Thereafter, all of
Amerilithium Corp.'s obligations under this Agreement shall cease,
except as provided in Sections 1(b), 3(b), 3(d), 3(e) and 5.
5. Termination Obligations.
(a) Worrall agrees that property, to including, without limitation,
tangible proprietary information, documents, records, notes, contracts,
and computer-generated materials provided to or prepared by Worrall
incident to his services belong to Amerilithium Corp. and shall be
promptly returned at the request of Amerilithium Corp.
(b) Upon termination of this Agreement, Worrall shall be deemed to have
resigned from all offices then held with Amerilithium Corp. by virtue
of his position as President and Chief Executive Officer, except that
Worrall shall continue to serve as a Director if elected as a Director
by the shareholders of Amerilithium Corp. as provided in Amerilithium
Corp.'s Articles of Incorporation,, Amerilithium Corp.'s bylaws and
applicable law. Worrall agrees that following any termination of this
Agreement, he shall cooperate with Amerilithium Corp. in the winding up
or transferring to other officers of any pending work and shall also
cooperate with Amerilithium Corp. (to the extent allowed by law, and at
Amerilithium Corp.'s expense) in the defense of any action brought by
any third party against Amerilithium Corp. that relates to the
Services.
(c) Amerilithium Corp. and Worrall agree that their obligations under
this Section, as well as Sections 1(b), 3(b), 3(c), 3(d), 4(b), 4(c)
and 7, shall survive the termination of this Agreement.
6. Nondisclosure Obligations. Worrall shall maintain in confidence and
shall not, directly or indirectly, disclose or use, either during or
after the term of this Agreement, any Proprietary Information (as
defined below), confidential information, or trade secrets belonging to
Amerilithium Corp., whether or not it is in written or permanent form,
except to the extent necessary to perform the Services, as required by
a lawful government order or subpoena, or as authorized in writing by
Amerilithium Corp. These nondisclosure obligations also apply to
Proprietary Information belonging to customers and suppliers of
Amerilithium Corp., and other third parties, learned by Worrall as a
result of performing the Services. "Proprietary Information" means all
information pertaining in any manner to the business of Amerilithium
Corp., unless (i) the information is or becomes publicly known through
lawful means; (ii) the information was part of Worrall' general
knowledge prior to his relationship with Amerilithium Corp.; or (iii)
the information is disclosed to Worrall without restriction by a third
party who rightfully possesses the information and did not learn of it
from Amerilithium Corp.
7. Dispute Resolution.
(a) Jurisdiction and Venue. The parties agree that any suit, action,
or proceeding between Worrall (and his attorneys, successors, and
assigns) and Amerilithium Corp. (and its affiliates, shareholders,
Directors, officers, employees, members, agents, successors, attorneys,
and assigns) relating to the Services or the termination of those
Services shall be brought in either the United States District Court of
Nevada and that the parties shall submit to the jurisdiction of such
court. The parties irrevocably waive, to the fullest extent permitted
by law, any objection the party may have to the laying of venue for any
such suit, action or proceeding brought in such court. If any one or
more provisions of this Section shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it
or its application valid and enforceable.
(b) Attorneys' Fees. Should any litigation, arbitration or other
proceeding be commenced between the parties concerning the rights or
obligations of the parties under this Agreement, the party prevailing
in such proceeding shall be entitled, in addition to such other relief
as may be granted, to a reasonable sum as and for its attorneys' fees
in such proceeding. This amount shall be determined by the court in
such proceeding or in a separate action brought for that purpose. In
addition to any amount received as attorneys' fees, the prevailing
party also shall be entitled to receive from the party held to be
liable, an amount equal to the attorneys' fees and costs incurred in
enforcing any judgment against such party. This Section is severable
from the other provisions of this Agreement and survives any judgment
and is not deemed merged into any judgment.
8. Entire Agreement. This Agreement is intended to be the final,
complete, and exclusive statement of the terms of Worrall' relationship
solely with respect to his position as Chief Executive with
Amerilithium Corp. This Agreement entirely supercedes and may not be
contradicted by evidence of any prior or contemporaneous statements or
agreements pertaining to Worrall' relationship as Vice President or
Director. Agreements related to Worrall' ownership of the Securities,
if any, are not affected by this Agreement.
9. Amendments; Waivers. This Agreement may not be amended except by a
writing signed by Worrall and by a duly authorized representative of
Amerilithium Corp. other than Worrall. Failure to exercise any right
under this Agreement shall not constitute a waiver of such right.
10. Assignment. Worrall agrees that Worrall will not assign any rights
or obligations under this Agreement, with the exception of Worrall'
ability to assign rights with respect to the Securities. Nothing in
this Agreement shall prevent the consolidation, merger or sale of
Amerilithium Corp. or a sale of all or substantially all of its assets.
11. Severability. If any provision of this Agreement shall be held by
a court or arbitrator to be invalid, unenforceable, or void, such
provision shall be enforced to fullest extent permitted by law, and the
remainder of this Agreement shall remain in full force and effect. In
the event that the time period or scope of any provision is declared by
a court or arbitrator of competent jurisdiction to exceed the maximum
time period or scope that such court or arbitrator deems enforceable,
then such court or arbitrator shall reduce the time period or scope to
the maximum time period or scope permitted by law.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
13. Interpretation. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any
party. Captions are used for reference purposes only and should be
ignored in the interpretation of the Agreement.
14. Binding Agreement. Each party represents and warrants to the other
that the person(s) signing this Agreement below has authority to bind
the party to this Agreement and that this Agreement will legally bind
both Amerilithium Corp. and Worrall. This Agreement will be binding
upon and benefit the parties and their heirs, administrators,
executors, successors and permitted assigns. To the extent that the
practices, policies, or procedures of Amerilithium Corp., now or in the
future, are inconsistent with the terms of this Agreement, the
provisions of this Agreement shall control. Any subsequent change in
Worrall' duties or compensation as President and Chief Executive
Officer will not affect the validity or scope of the remainder of this
Agreement.
15. Worrall Acknowledgment. Worrall acknowledges Worrall has had the
opportunity to consult legal counsel concerning this Agreement, that
Worrall has read and understands the Agreement, that Worrall is fully
aware of its legal effect, and that Worrall has entered into it freely
based on his own judgment and not on any representations or promises
other than those contained in this Agreement.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
17. Date of Agreement. The parties have duly executed this Agreement
as of the date first written above.
Amerilithium Corp.: WORRALL:
By: /s/Xxxxx Xxxx /s/Xxxxxxx Xxxxxxx
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Name: Xxxxx Xxxx Xxxxxxx Xxxxxxx
EXHIBIT A
DESCRIPTION OF SERVICES
Responsibilities as Chief Executive Officer. Worrall shall have all
responsibilities of a Chief Executive of Amerilithium Corp. imposed by
Nevada or applicable law, the Articles of Incorporation and the Bylaws
of Amerilithium Corp. These responsibilities shall include, but shall
not be limited to, the following: Worrall will help make the company's
products and services known to different entities in the worldwide
business community, analyze potential project development on behalf of
Amerilithium Corp., and help the company develop its Lithium mining
assets. He will also help Amerilithium Corp. develop an overall
International Business Development plan. It is anticipated that he
will spend approximately 160 hours per month on company business.
EXHIBIT B
AUTHORIZED ACTIVITIES
