Exhibit 10.7
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of January, 2007 between
Global
Gold Corporation, a Delaware corporation (the "Company"), and Hrayr
Agnerian,
(the "Employee") (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company needs the active service of the Employee
in
light of the Company's efforts to acquire, develop, and operate
mining projects
and to carry out its exploration, mining, and business
operations;
WHEREAS, the Company and the Employee desire to enter into an
employment agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
1.
DUTIES.
(a) The Company hereby employs the Employee, and the Employee
hereby
accepts and agrees to such employment, as Senior Vice President for
Exploration
and Development and, in such capacity, to be responsible for
activities
implementing exploration and mining projects as well as those
customarily
associated with such a position including, exploration and mining
programs and
their implementation, and work with technical staff in the United
States and in
countries where the Company has operations. The Employee shall,
subject to the
supervision and control of the Chairman and President of the
Company, perform
such executive duties and exercise such supervisory powers over and
with regard
to the business of the Company and any present and future
subsidiaries,
consistent with such position, and such additional duties as
specified or as may
be assigned to him from time to time. The Employee understands that
significant
travel is included in this position.
(b) The Employee agrees to devote one third (33 1/3%) of his
available business time to the performance of his duties hereunder.
The Employee
may provide services to other organizations, on a compensation or
pro bono
basis, provided that such services do not constitute more one third
(33 1/3%)
than of his available business time.
2. TERM.
The term of this Agreement shall be for a period of two years,
commencing on January 1, 2007 and ending on December 31, 2008, and
shall be
automatically renewed for consecutive one-year periods thereafter
unless
terminated (a) by either party on 90 days written notice prior to
the expiration
of the initial term hereof or any year thereafter or (b) sooner
terminated as
otherwise provided herein.
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3.
COMPENSATION.
(a) Base Compensation. In consideration for the services rendered
by
the Employee under this Agreement, the Company shall deliver to the
Employee as
base compensation for the term of this Agreement a total of Eighty
Three
Thousand Three Hundred Thirty Four (83,334) shares of the common
stock of Global
Gold Corporation pursuant to the terms of the Restricted Stock
Award attached
hereto as Exhibit A, (the "Restricted Stock Award"). In addition to
the
foregoing, the Company shall pay to the Employee, as base
compensation, the sum
of $62,500 for each 12-month period commencing on and after January
1, 2007
during the term of this Agreement, payable in equal monthly
installments of $
5,208.33 on the 15th day of each month. In addition and contingent
on the
approval of the Compensation Committee (which will be proposed to
the directors
at their next meeting), Employee shall be awarded stock options to
acquire
Eighty Three Thousand Three Hundred Thirty Four (83,334) shares of
common stock
of Company at the rate of 41,667 per year from January 1, 2007
through January
1, 2008 (totaling 83,334) all in accordance with the terms and
conditions above.
(b) Bonus Compensation. In addition to the foregoing
compensation,
the Employee shall be entitled to receive annual bonus compensation
("Annual
Bonus") in an amount determined in accordance with any bonus plan
approved by
the Board of Directors, or any committee thereof duly authorized by
the Board to
make such determination, based upon qualitative and quantitative
goals
determined by the Board of Directors, or such committee thereof, in
its sole
discretion, as the case may be. Any Annual Bonus shall be subject
to all
applicable tax withholdings.
4. WORKING
FACILITIES. The Company shall provide office space for the
Employee for the performance of his services hereunder, and will
provide such
other facilities and services commensurate with the Company's needs
as are
reasonably necessary for the performance of his duties hereunder,
as determined
by the board of Directors.
5.
INDEMNFICATION. During the term of this Agreement, the Company
shall
provide to the Employee insurance covering indemnification for
activities taken
in good faith on the Company's behalf.
6.
VACATIONS. The Employee shall be entitled each year during the term
of
this Agreement to a vacation period of four weeks during which
period all
compensation and other rights to which the Employee is entitled
hereunder shall
be provided in full. Such vacation may be taken, in the Employee's
discretion,
at such time or times as are not inconsistent with the reasonable
business needs
of the Company upon the consent of the Company. During the term of
this
Agreement, the vacation time provided for herein shall not be
cumulative to the
extent not taken by the Employee during a given year.
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7.
TERMINATION.
(a) Early Termination by Company for Cause. During the term of
this
Agreement, the Employee's employment may be terminated by the
Company for Cause
(as defined herein) on 30 days prior written notice by means of a
Notice of
Termination, and an opportunity for the Employee, accompanied by
counsel of his
choice, to address the full Board of Directors, that one of the
following
conditions exists or one of the following events has occurred (each
of which is
defined as "Cause"):
(i)
Wrongful act or acts on the part of the Employee
which caused material damage to the Company;
(ii) The arrest, filing of charges or conviction of the
Employee for a crime involving the Company or moral turpitude;
(iii)
The refusal or inability by the Employee, continued for at
least 14 days, to perform such employment duties as may
reasonably be delegated or assigned to him under this
Agreement;
(iv)
Willful and unexcused neglect by the Employee of his
employment duties under this Agreement continued for at
least 14 days after written warning; or
(v)
Any other material breach by the Employee of the
provisions of this Agreement.
Pending termination, the Company may suspend Employee at will.
Subject only to a final determination by dispute resolution
procedure pursuant
to the provisions of Section 10 of this Agreement, the Board of
Directors'
determination, in good faith, in writing that cause exists for
termination of
the Employee's employment shall be binding and conclusive for all
purposes under
this Agreement. Upon such determination by the Board of Directors,
the
Employee's compensation pursuant to Section 3 hereof and all other
benefits
provided hereunder shall terminate on the Termination Date, except
that the
Employee shall be entitled to be paid severance pay equal to his
then base
compensation for a period of three months thereafter, unless the
termination is
based on fraud or reasons stated in Section 7(a) (ii) above. In the
event that
the Employee desires to take any matter with respect to such
determination of
Termination to arbitration, he must commence a proceeding within 30
days after
receipt of written notice of the Board of Directors' determination.
If the
Employee fails to take such action within such period, he will be
deemed
conclusively to have waived his right to adjudication of the
termination of his
employment hereunder.
(b) Termination by Employee. In the event that the Company
shall
default in the performance of any of its obligations under this
Agreement in any
material respect, and shall not cure such default within 10 days of
receipt by
the Company of written notice of such default from the Employee,
the Employee
may terminate this Agreement by delivery of a Notice of
Termination. Upon any
termination pursuant to the provisions of this Section 7(b), the
Employee shall
be entitled to receive, as liquidated damages and not as a penalty,
one month's
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payments which would have been made to the Employee on account of
his base
salary in effect at the date of the delivery of a Notice of
Termination. Upon
fulfillment of the conditions set forth in Section 7(b) hereof and
subject to
Section 7(f) hereof, all rights and obligations of the parties
under this
Agreement shall thereupon be terminated. The Employee shall have no
obligation
to mitigate damages, and amounts payable pursuant to the provisions
of this
Section 7(b) shall not be reduced on account of any income earned
by the
Employee from other employment or other sources.
(c) Termination by Reason of Disability. In the event that
Employee
shall be prevented from rendering all of the services or performing
all of his
duties hereunder 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 Company, the
Company shall
have the right to terminate this Agreement, by giving 10 days prior
written
notice to the Employee, provided that the Company shall continue to
pay his then
base compensation for a period of 12 months thereafter (exclusive
of any benefit
under the Restricted Stock Award). Until terminated in the manner
set forth in
this Section 7(c), the Employee shall be entitled to receive his
full
compensation and benefits provided hereunder through the
Termination Date. Any
payments to the Employee under any disability insurance or plan
maintained by
the Company shall be applied against and shall reduce the amount of
the base
compensation payable by the Company under this Section 7(c).
(d) Termination by Reason of Death. In the event that the
Employee
shall die during the term of this Agreement, this Agreement shall
terminate upon
such death. The death benefit payable to the Employee under this
Agreement
(exclusive of any benefit under the Restricted Stock Award) shall
be three
months salary plus the life insurance benefits provided to the
Employee, if any.
(e) Certain Definitions.
(i) Any termination of the Employee's employment by the
Company or by the Employee shall be communicated by a Notice of
Termination to
the other party hereto. For purposes hereof, a "Notice of
Termination" shall
mean a notice which shall state the specific reasons, and shall set
forth in
reasonable detail the facts and circumstances, for such
termination.
(ii) "Termination Date" shall mean the date specified in the
Notice of Termination as the last day of Employee's employment by
the Company.
(f) Continued Maintenance of Benefit Plans in Certain Cases.
Notwithstanding anything contained in this Agreement to the
contrary, if the
Employee's employment is terminated pursuant to Sections 7(b) or
7(c) hereof,
the Company shall maintain in full force and effect, at the
Employee's expense,
for the continued benefit of the Employee for the number of years
(including
partial years) remaining in the term of employment hereunder, all
employee
benefit plans and programs in which the Employee was entitled to
participate
immediately prior to the Termination Date, provided that the
Employee's
continued participation is possible under the general terms and
provisions of
such plans and programs. In the event that the Employee's
participation in any
such plan or program is barred, the Company shall have no
obligation to provide
any substitute benefits for the Employee.
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8.
CONFIDENTIALITY.
(a) During the term of this Agreement, and for a period of two
years
thereafter, the Employee shall not, without the prior written
consent of the
Board of Directors of the Company, disclose to any person, other
than an
employee of the Company or a person to whom disclosure is
reasonably necessary
or appropriate in connection with the performance by the Employee
of his duties
hereunder, any of the Company's confidential information obtained
by the
Employee during the term of this Agreement, including, without
limitation, trade
secrets, products, designs, customers or methods of
distribution.
(b) The obligations of confidentiality contained in this
Section
shall not extend to any matter which is disclosed by the Employee
pursuant to an
order of a governmental body or court of competent jurisdiction or
as required
pursuant to a legal proceeding in which the Employee or the Company
is a party.
These obligations of confidentiality are in addition to, not in
place of any
other applicable confidentiality obligations.
9. CERTAIN
REMEDIES IN EVENT OF BREACH. In the event that the Employee
commits a breach, or threatens to commit a breach, of any of the
restrictions on
confidentiality, the Company shall have the following rights and
remedies:
(a) to obtain an injunction restraining any violation or
threatened
violation of the confidentiality provisions or any other
appropriate decree of
specific performance by any court having jurisdiction, it being
acknowledged and
agreed by the Employee that the services rendered, and to be
rendered to the
Company by him as an Employee and as legal counsel, are of a
special, unique and
extraordinary character and that any such breach or threatened
breach will cause
irreparable injury to the Company and that money damages will not
provide an
adequate remedy to the Company; and
(b) to require the Employee to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or
other
benefits (collectively the "Benefits") derived or received by the
Employee as
the result of any transactions constituting a breach of any of
the
confidentiality provisions, and the Employee hereby agrees to
account for and
pay over the Benefits to the Company.
Each of the rights and remedies enumerated in th
