EXHIBIT 10.9
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 18
th day of May, 2009 and effective as of
January 1, 2009 between Global Gold Corporation, a Delaware
corporation (the “Company"), and Courtney Fellowes, (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 develop it
business and investor relations;
WHEREAS, the Company and the Employee desire to
enter into an employment agreement on the terms and conditions
hereinafter set forth effective as of January 1, 2009;
NOW, THEREFORE, the parties hereto agree as
follows:
(a) The Company hereby
employs the Employee, and the Employee hereby accepts and agrees to
such employment, as Vice President, Business Development and
Investor Relations and, in such capacity, to be responsible for
activities customarily associated with such positions including in
the United States and in countries where the Company has
operations. The Employee shall, subject to the
supervision and control 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 her from time to
time.
(b) The Employee agrees
to devote 80% of her 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 20% of her available
business time.
2. TERM. The term
of this Agreement shall be for a period of one
year commencing on January 1, 2009 (or such other
date as mutually agreed by the parties) and ending on December 31,
2009, unless terminated by the Employee or the Company
on 60 days written notice.
(a) Compensation. The
Employee and the Company acknowledge that there is a substantial
portion of compensation which is performance
based. Specifically, the Company and the Employee agree
that Employee shall be paid a commission of three percent (3%)
within twenty days of a closing of a debt or equity fincing of the
Company placed with a financing source identified and introduced to
the Company by Employee. If no such closing occurs, and
conditional upon the Company having adequate finances during the
calendar year of 2009 as determined by the CEO and CFO, the Company
shall pay to the Employee, as base compensation, the sum of
$125,000 during the term of this Agreement, payable in equal
monthly installments on the 15 th day of each month. Any amounts paid to Employee
from this $125,000 provision shall be credited to amounts payable
under the 3% commission provision above. In further 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 One Hundred
Thousand (100,000) 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, , Employee shall be awarded stock options to
acquire One Hundred Thousand (100,000) shares of common stock of
Company 50,000 vesting July 1, 2009 and 50,000 vesting
December 31, 2009 (totaling 100,000) all in accordance
with the terms and conditions above.
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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.
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The Company
shall also provide health and other insurance benefits to Employee
in accordance with the Company’s plan.
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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.
(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
10 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 her then base compensation for a period of one month 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, she 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, she 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 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 ma
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