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EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 18th day of September, 2006 between
Global
Gold Corporation, a Delaware corporation (the "Company"), and
Michael T. Mason,
(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 Chief Operating
Officer and, in such
capacity, to be responsible for activities overseeing and
implementing
exploration and mining projects as well as those customarily
associated with
such a position including, controls, systems, operations,
exploration and mining
programs and their implementation, and supervision of 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 80% 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 than 80% of his available
business time.
2. TERM. The term of this Agreement shall be for a period of two
years and
twelve days, commencing on September 18, 2006 and ending on
September 30, 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 Two
Hundred Thousand
(200,000) 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 $150,000 for
each 12-month
period commencing on and after September 18, 2006 during the
term of this
Agreement, payable in equal monthly installments of $ 12,500 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 Two Hundred
Thousand
(200,000) shares of common stock of Company at the rate of
100,000 per year form
September 18, 2006 through September 18, 2008 (totaling 200,000)
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.
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(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
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 un
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