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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
LEE R. RICE
This EXECUTIVE EMPLOYMENT AGREEMENT
("Agreement") is entered into as of this 10th day of September,
2008, by and between Colorado Goldfields Inc. ("Employer"), and Lee
R. Rice ("Executive").
WHEREAS, Employer is a corporation organized
under the laws of the state of Nevada and with its principal places
of business in Lakewood, Colorado;
WHEREAS, Executive is an individual with
knowledge and experience that are valuable to Employer;
WHEREAS, Employer desires to employ Executive
and Executive desires to accept such employment subject to the
terms and conditions hereinafter set forth.
NOW THEREFORE, and in consideration of the
mutual covenants and agreements hereinafter contained, the parties
hereby agree as follows:
1. EMPLOYMENT
Employer hereby employs Executive and Executive
hereby accepts employment by Employer, upon all of the terms and
conditions as hereinafter set forth.
2. TERM
The term of this Agreement shall be
month-to-month commencing on September 10, 2008. Unless
termination is given in accordance with paragraph 3, this agreement
shall automatically renew each month.
3. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the
occurrence of any of the following events:
(a) Upon written notice of termination from
either party to the other party, which notice may be given at any
time, with or without cause, and shall be effective thirty days
(30) days thereafter unless a different effective date is
agreed in writing by the parties;
(b) Upon Executive’s death.
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Upon the termination of this Agreement,
Executive shall be entitled to payment of compensation that is
earned but unpaid for services rendered by Executive as of the date
of termination of this Agreement. In addition, Executive shall be
entitled to Separation Pay to the extent expressly set forth in
Exhibit A to this Agreement, which pay shall become due and
owing according to the schedule set forth in Exhibit A.
However, Executive shall not be entitled to any compensation for
services not yet performed, including services which could have
been performed but for the termination of this Agreement.
At the discretion of Employer, Employer may
(a) require that Executive continue to perform his duties
during the period between notice pursuant to Section 3(a) of this
Agreement and the resulting termination of this Agreement, or
(b) relieve Executive of his duties during such period (while
continuing to provide compensation and benefits in accordance with
this Agreement).
4. DUTIES
Executive is employed by Employer as its Interim
Chief Executive Officer and President. The precise nature of
Executive’s duties shall be as defined by the Board of
Directors of Employer and may be broadened, curtailed or otherwise
modified by the Board of Directors of Employer from time to time in
its sole discretion.
Executive agrees to devote the working time,
energy and professional talent as is customarily performed and
required by an Interim Chief Executive Officer and President of a
mining company. Notwithstanding the foregoing, (i) Executive may
serve as a director or trustee of another organization upon the
prior written consent of the Board of Directors, and
(ii) Employer acknowledges that Executive holds other mining
properties which are not part of the Option Agreement, and that
Executive may devote working time to such mining properties so long
as Employer’s business is not adversely affected. The
Executive acknowledges that he is a fiduciary of the Employer and
he agrees to serve the Employer in a manner which is consistent
with the fiduciary duties owed to the Employer.
During the term of this Agreement, Employer
shall nominate Executive for election to the Board of Directors of
Employer as a member of the management slate at each annual meeting
of the stockholders, or at each meeting of the stockholders at
which his class, if such class be designated, comes up for
election.
5. COMPENSATION
Executive’s compensation under this
Agreement shall be as set forth in Exhibit A, which is
attached hereto and incorporated herein. Such compensation shall be
paid in accordance with the payroll policies and procedures of
Employer, as they may be modified from time to time at
Employer’s sole discretion.
Upon the termination of this Agreement,
Executive shall have no further rights to compensation under this
Agreement except for Separation Pay as provided in
Exhibit A.
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In all cases in which Executive must obtain the
consent of Employer or Management, such consent may be granted or
withheld at the sole discretion of Employer or Management as the
case may be.
6. INDEMNIFICATION
Subject to the terms and conditions of the
Articles of Incorporation and Bylaws of the Employer (in each case,
as in effect from time to time), the Employer agrees to indemnify
and hold Executive harmless to the fullest extent permitted by the
laws of the State of Nevada, as in effect at the time of the
subject act or omission. Notwithstanding the foregoing, Employer
shall not be required to indemnify Executive if a court or
governmental tribunal of competent jurisdiction finds that the
event triggering the indemnification right was caused by, or due
to, the willful misconduct or gross negligence of Employee. In
connection therewith, Executive shall be entitled to the protection
of any insurance policies which Employer elects to maintain
generally for the benefit of the Employer’s directors and
officers, against all costs, charges and expenses whatsoever
incurred or sustained by Executive in connection with any action,
suit or proceeding to which he may be made a party by reason of his
being or having been a director, officer or employee of the
Employer. This provision shall survive any termination of
Executive’s employment hereunder. To the extent that Employer
has maintained insurance policies generally for the benefit of the
Employer’s directors and officers, Employer shall such
insurance coverage, or use commercially reasonable efforts to
obtain tail insurance coverage for Executive, for a period of three
years following termination of employment.
7. SEVERABILITY
In the event that any provision of this
Agreement is held to be invalid, void or unenforceable (whether due
to unconscionability or otherwise), the remainder of this Agreement
shall not be affected thereby, and all other provisions of this
Agreement shall be valid and enforceable to the fullest extent
permitted by the law.
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8. AGREEMENT NOT ASSIGNABLE
This Agreement shall be binding upon Employer
and its successors and upon the heirs, representatives, executors,
and administrators of Executive. This Agreement is not assignable
by either part
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