AGREEMENT by and
between Canyon Resources Corporation, a Delaware corporation (the
“Company”) and
(the “Executive”), dated as of the
day of
20___.
The Board of
Directors of the Company (the “Board”), has determined
that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of
the Company. The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change
of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control which ensure that
the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives
and to adequately reward Executive, the Board has caused the
Company to enter into this Agreement.
NOW, THEREFORE, IT
IS HEREBY AGREED AS FOLLOWS:
1.
Certain Definitions . The “Effective Date” shall
be the first date upon which a “Change of Control” (as
defined in Section 2) occurs.
2. Change
of Control . For the purpose of this Agreement, a “Change
of Control” shall mean:
(a) The
acquisition, whether by purchase, share exchange, merger,
amalgamation, etc., or other property exchange, by any individual,
entity or group within the meaning of Section 13(d)(3) or
14(D)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of 30% or more
of either (i) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or
(ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Company Voting
Securities”), provided , however , that any
acquisition by the Company or any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any of its subsidiaries, shall not constitute a
Change of Control; or
(b) Individuals
who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual
becoming a director subsequent to the date hereof whose election or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(c)
(i) a complete liquidation or dissolution of the Company or
(ii) sale or other disposition of all or substantially all of
the assets of the Company other than to an Affiliated Company. As
used herein, Affiliated Company means any company controlled by,
controlling or under common control with the Company.
3.
Employment Period . Prior to the Effective Date, this
Agreement shall be binding upon both parties, but shall not be
effective, and Executive and the Company shall not have any
obligations to the other hereunder. After the Effective Date, the
Company hereby agrees to continue the Executive in its employ, and
the Executive hereby agrees to remain in the employ of the Company,
for a period of twelve (12) months commencing on the Effective
Date during the first two years of employment and eighteen
(18) months thereafter (the “Employment
Period”).
(a)
Position and Duties .
(i) During
the Employment Period, the Executive’s position, authority,
duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held,
exercised and assigned at any time during the 90-day period
immediately preceding the Effective Date.
(ii) During
the Employment Period, but excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive’s reasonable best
efforts to perform faithfully and efficiently such
responsibilities.
(i)
Base Salary . During the Employment Period, the Executive
shall receive an annual base salary (“Annual Base
Salary”) (which shall be paid in equal bi-monthly
installments) at least equal to twelve times the highest monthly
base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the twelve-month period
immediately preceding the month in which the Effective Date occurs.
As used in this Agreement, the term “Affiliated
Compan(ies)” includes any company controlled by, controlling
or under common control with the Company.
(ii)
Incentive, Stock Option, Savings and Retirement Plans . In
addition to Annual Base Salary payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment
Period in all incentive stock option, savings and retirement plans,
practices, policies and programs applicable generally to any other
Executives of the Company and its Affiliated Companies.
(iii)
Welfare Benefit Plans . During the Employment Period, the
Executive and/or the Executive’s family, as the case may be,
shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its Affiliated Companies
(including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs)
to the extent generally applicable to any other Executives of the
Company and its Affiliated Companies.
(iv)
Expenses . During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the policies,
practices and procedures of the Company and its Affiliated
Companies in effect for the Executives at any time during the
90-day period immediately preceding the Effective Date.
(v)
Fringe Benefits . During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with
the plans, practices, programs and policies of the Company and its
Affiliated Companies in effect for the Executive at any time during
the 90-day period immediately preceding the Effective
Date.
(vi)
Vacation . During the Employment Period, the Executive shall
be entitled to paid vacation in accordance with the most favorable
plans, policies, programs and practices of the Company and its
Affiliated Companies as in effect at any time during the 90-day
period immediately preceding the Effective Date.
5.
Termination of Employment .
(a)
Death or Disability . The Executive’s employment
hereunder and the Employment Period shall terminate automatically
upon the Executive’s death during the Employment Period. If
the Company’s Board determines in good faith that the
Disability of the Executive has occurred during the Employment
Period (pursuant to the definition of Disability set forth below),
it may give to the Executive written notice in accordance with
Section 11(b) of this Agreement of its intention to terminate the
Executive’s employment. In such event, the Executive’s
employment with the Company and the Employment Period shall
terminate effective on the 30 th day after receipt of such notice by the
Executive (the “Disability Effective Date”), if, within
the 30 days after such receipt, the Executive shall not have
returned to full-time performance of the Executive’s duties.
For purposes of this Agreement, “Disability” means the
absence of the Executive from the Executive’s duties with the
Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected by the
Company or its insurers and acceptable to the Executive or the
Executive’s legal representative (such agreement as to
acceptability not to be withheld unreasonably).
(b)
Cause . The Company may terminate the Executive’s
employment and the Employment Period during the Employment Period
for Cause. For purposes of this Agreement, “Cause”
means (i) an action taken by the Executive involving willful
and wanton misconduct or gross negligence, or (ii) the Executive
being convicted of a felony or other crime which the Board
reasonably determines would have an adverse impact on
Executive’s ability to perform his duties.
(c)
Good Reason . The Executive’s employment and the
Employment Period may be terminated during the Employment Period by
the Executive for Good Reason. For purposes of this Agreement,
“Good Reason” means:
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