EMPLOYMENT SEPARATION
AGREEMENT
Golden Phoenix Minerals, Inc., a
Nevada corporation (the "Company") and Donald R. Prahl, an
individual (the "Employee"), agree as follows, as of the 28
th day of July 2009:
1.
Employment . Pursuant to a written employment agreement
between the Company and Employee dated August 14, 2006, as amended
by that certain Addendum to Employment Agreement dated January 31,
2007, the Company has employed the Employee as its Chief Operating
Officer effective as of January 31, 2007 (collectively, the
“Employment Agreement”). The Company and the Employee
now desire to terminate the Employment Agreement by mutual
agreement, effective the end of the workday, July 28, 2009
(“Termination Date”). The Company and the Employee
hereby agree to mutually terminate the Employment Agreement and
sever their employment relationship pursuant to the terms and
conditions set forth in this Employment Separation Agreement
("Separation Agreement").
2.
Resignation . The Employee shall cease functioning in the
position of Chief Operating Officer for the Company, and in any
other position that he may hold or be construed to hold with the
Company or its affiliates, and shall cease to be an employee for
the Company and its affiliates, effective on the Termination Date.
As of the Termination Date, the Employee hereby tenders
resignation, without cause, as the Company’s Chief Operating
Officer and as any other position that the Employee may hold, or
may be construed to hold with the Company or its affiliates,
effective as of the Termination Date.
3.
Payments . All payments of every description in this Section
3 shall be subject to the customary withholding tax and other
employment taxes as required with respect to compensation paid to
the Employee.
3.1. Expenses.
The Company shall pay the Employee
$655.40, which represents those expenses incurred by Employee in
connection with his employment with the Company and for which
Employee has previously requested reimbursement and provided
appropriate documentation. Such amount shall be paid to Employee by
the Company as soon as reasonably practicable out of available
funds, with any remaining balance to be paid in conjunction with
those sums due under Section 3.2(b).
3.2. Severance. The
Company shall pay the Employee an amount equivalent to one (1) year
of his current base salary of $125,000.00 as severance pay
(“Severance Pay”) as set forth below; Employee
acknowledges and agrees that the Company is not obligated to
provide any further severance in accordance with paragraph 4.5 or
any other section of the Employment Agreement:
a. The
Company shall immediately convert $85,000.00 of the Severance Pay
into 4,341,164 restricted shares of the Company’s common
stock, par value $0.001 per share (the “Shares”), which
share total is determined based on a 20% discount to the
trailing 20-day volume weighted average closing
price of the Company’s common stock for the 20 days prior to
the Termination Date as quoted by the OTC Bulletin Board
($0.01958).
b. The
Company shall pay the Employee the remaining $40,000.00 of the
Severance Pay in cash immediately upon the closing of a joint
venture transaction involving the Company’s Mineral Ridge
mining property. The Company will also pay any remaining balance of
the expenses set forth in Section 3.1 simultaneously with the
payment of the funds outlined in this Section 3.2(b).
c. The
$18,000.00 previously advanced to the Employee shall be credited
against his invoice and shall constitute payment in full for any
and all fees owed for consulting services for the period from
November 2008 through July 2009.
3.3. Stock Option
Grants. Any unvested
portion of the Employee’s stock options outstanding as of the
Termination Date shall vest immediately upon the Termination Date,
and shall otherwise be subject to the provisions and terms
thereof.
4.
Release of Liability . The Employee acknowledges that he
enters this Separation Agreement freely and voluntarily, and agrees
as follows:
4.1. Title VII Claims
. The Employee acknowledges that Title VII of the Civil Rights Act
of 1964, as amended, the Civil Rights Act of 1991, the Americans
With Disabilities Act, as amended, the Age Discrimination in
Employment Act of 1967, the Vietnam Era Veterans Readjustments
Assistance Act of 1974, the Federal Family and Medical Leave Act of
1993, as amended, and other state and local laws provide the right
to an employee to bring charges, claims or complaints against an
employer if the employee believes he has been discriminated against
on a number of bases, including but not limited to race, ancestry,
color, religion, sex, marital status, national origin, age, status
as a veteran of the Vietnam era, request or need for family or
medical leave, physical or mental disability, medical condition or
sexual preference. The Employee, with full understanding of the
rights afforded him under these and other federal, state and local
laws, agrees that he will not file, or cause to be filed against
the Company, any charges, complaints, or actions based on any
alleged violation of these federal, state and local laws, or any
successor or replacement federal or state laws. The Employee hereby
waives any right to assert a claim for relief available under these
federal, state and local laws including, but not limited to, back
pay, attorneys' fees, damages, reinstatement, or injunctive relief,
which the Employee may otherwise recover based on any alleged
violation of these federal, state and local laws, or any successor
or replacement federal, state or local laws.
4.2. Release of
Claims. In exchange for
the promises and covenants set forth herein, the Employee hereby
releases, acquits, and forever discharges the Company, its parents
and subsidiaries, and their officers, directors, agents, servants,
employees, attorneys, shareholders, partners, successors, assigns,
affiliates, customers, and clients of and from any and all claims
liabilities, demands, causes of action, costs, expenses, attorneys'
fees, damages, indemnities and obligations of every kind and
nature, in law, equity, or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed (“Claims”),
(including but not
limited to any federal, state or local law or
cause of action including, but not limited to, the National Labor
Relations Act, Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1991, the Americans With
Disability Act, as amended, the Federal Family and Medical Leave
Act of 1993, as amended, the Vietnam Era Veterans Readjustment
Assistance Act of 1974, and state and local laws, any allegation of
wrongful termination and any claim arising out of the Constitution
of the State of Nevada; contract law; wrongful discharge;
discrimination; harassment; fraud; defamation; emotional distress;
and breach of the implied covenant of good faith and fair dealing),
but only to the extent that such Claims directly or indirectly
arise out of or are in any way connected with: (a) the
Company’s employment of the Employee, (b) the termination of
that employment, (c) the Company’s performance of its
obligations as the Employee’s former employer; (d) claims or
demands related to salary, bonuses, commissions, or (e) vacation
pay, fringe benefits, expense reimbursements, severance pay, or any
form of compensation. The Employee agrees to indemnify and hold the
Company and its shareholders, directors, officers, agents and
employees harmless from any liabilities, debts, demands, causes of
action, injuries, costs, attorneys' fees or damages of any kind
arising out of the Employee’s action or inactions, whether
negligent or otherwise, with respect to, or in connection with the
Severance Agreement and the Employment Agreement.
4.3. ADEA Waiver .
Employee acknowledges that he is knowingly and voluntarily waiving
and releasing any rights Employee may have under the Age
Discrimination in Employment Act of 1967, as amended
(“ADEA”). Employee also acknowledges that the
consideration set forth in Section 3 given for the waiver and
release pursuant to this Agreement is in addition to
anythi
