Exhibit
10.19
EMPLOYMENT
AGREEMENT
AGREEMENT made
as of the 9th day of March, 2006 by and between, Nano Clay and
Technologies, Inc, a wholly owned subsidiary of Atlas Mining
Company, an Idaho corporation with its principal offices at 630 W.
Mullan Ave., Osburn, Idaho 83849, (the “Company”),
and Ronald Price, whose address is 114 Monopanson Dr. Stevensville,
MD 21666 (the “Executive”).
WHEREAS, the
Company desires to obtain the benefit of the services of Executive,
and Executive has the knowledge, skills and desire to create micro
tubular and Nano-related materials from halloysite clay and sell
this product, and desires to render such services, on the terms and
conditions hereinafter set forth:
NOW, THEREFORE,
the parties hereto, in consideration of the premises and mutual
covenants herein contained, hereby agree as follows:
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Upon the
execution of this Agreement, all prior employment agreements,
whether written or oral, between Executive and the Company are
terminated and have no further force or effect.
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Subject to the
terms and conditions hereinafter set forth, the Company hereby
employs the Executive, and the Executive hereby agrees to and
enters into the employ of the Company, or of any parent,
subsidiary, or affiliate of the Company as the Company shall from
time to time select, for an employment term commencing as of the
1st day of March, 2006, and continuing for a period of three (3)
years from such date (the “Term of
Employment”). At the end of the initial Term of
Employment, this Agreement may be renewed for an additional
one-year periods, unless either party provides at least
90 days written notice of its decision not to renew this
agreement.
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During the Term
of Employment, the Executive shall devote such time, effort and
attention to the business and affairs of the Company as President
and Chief Executive Officer of Nano Clay and Technologies, Inc. as
the Executive and the Board of Directors shall mutually
agree. The Executive will also continue as a member of
the Company’s and the parent Company’s Board of
Directors, and will continue as prescribed by the
Shareholders. He shall receive no additional
compensation for serving as a Director so long as he is employed by
the Company on a full-time basis in an executive
position.
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For all
services to be rendered by the Executive in any capacity during the
Term of Employment, including, without limitation, services as an
executive, officer, director or member of a committee of the
Company or its subsidiaries, divisions, and affiliates, the
Executive shall be paid compensation as follows:
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(i)for the
first year of the Term of Employment, a salary at the annual rate
of $150,000;
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for the second
year of the Term of Employment, a salary at the annual rate of
$175,000;
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for the third
year of the Term of Employment, a salary at the annual rate of
$200,000;
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Such salary
will be paid in regular installments in accordance with the
Company’s usual paying practices, but not less frequently
than semi-monthly. Such payments will be subject to such
deductions by the Company as the Company is from time to time
required to make pursuant to law, government regulations, or order,
or by agreement with or consent of Executive.
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Executive shall
be entitled to participate in all group life insurance, medical and
hospitalization plans and pension and profit sharing plans as are
presently offered by the Company or which may hereafter during the
Term of Employment be offered by the Company generally to its
operating executives.
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Executive shall
be entitled to use of Company credit card, cell phone and other
items necessary for Executive to carry out his duties.
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Executive is
entitled to a bonus program based on achieved profitability through
the Company’s activities. Bonus payments will be
no more than 40% of Executive base salary (as noted in 4.A.
above). Payments may be in the form of cash or common
stock as mutually agreed by the Executive and the
Company.
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The Executive
is entitles to 20% ownership of any patents filed by the Executive
on behalf of the Company.
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The Executive
shall be entitled to reimbursement by the Company for reasonable
expenses actually incurred by him on its behalf in the course of
his employment by the Company, upon the presentation by the
Executive, from time to time, of an itemized account of such
expenditures, together with said vouchers and other receipts as the
Company may require.
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The Executive
shall be entitled to vacations in accordance with the
Company’s prevailing policy for its operating
executives.
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The Company
will maintain a key man life insurance policy on the Executive of
which the beneficiary rights will be divided equally between the
Company and the Executive’s estate.
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