EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT is effective as of the 1st day of
January, 2007, by and between, Metalline Mining Company, a Nevada
corporation (the "Employer" or "Company") and Roger Kolvoord (the
"Executive"). In consideration of the mutual covenants contained in
this Agreement, the Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer upon the terms and
conditions hereinafter set forth.
ARTICLE 1
TERM OF EMPLOYMENT
1.1 Initial Term . The initial term of employment hereunder shall
commence as of the effective day first written above ("Commencement
Date") and shall continue for a period of one year from that
date.
1.2 Renewal; Non- Renewal Benefits to
Executive . At the end of
the initial term of this Agreement, and on each anniversary
thereafter, the term of Executive's employment shall be
automatically extended one additional year unless, at least 90 days
prior to such anniversary, the Executive shall have delivered to
the Employer written notice that the term of the Executive's
employment hereunder will not be extended. The Employer’s
shall have the right to provide such non-renewal notice to
Executive, on the same terms and conditions.
ARTICLE 2
DUTIES OF THE
EXECUTIVE
2.1 Duties . The Executive shall be employed with the title
of Executive Vice President with responsibilities and authorities
as are customarily performed by such officer including, but not
limited to those duties as may from time to time be assigned to
Executive by the Board of Directors of Employer. Executive’s
responsibilities and authorities for operating policies and
procedures , are subject to the general direction and
control of the President of the Company.
2.2 Extent of Duties . Executive shall devote all of his working
time, efforts, attention and energies to the business of the
Employer.
ARTICLE 3
COMPENSATION OF THE
EXECUTIVE
3.1 Salary . As compensation for services rendered under
this Agreement, the Executive will receive a salary of $187,000 per
year, which shall be his base compensation. Executive’s
salary is payable in accordance with Employer’s normal
business practices.
3.2 Benefits . Executive shall be entitled to vacation and
holidays as customarily extended to executive employees, which
shall be a minimum of 25 days. Executive shall be entitled to
participate in all of Employer's employee benefit plans and
employee benefits, including any retirement, pension,
profit-sharing, stock option, insurance, hospital or other plans
and benefits which now may be in effect or which may hereafter be
adopted, it being understood that Executive shall have the same
rights and privileges to participate in such plans and benefits as
any other executive employee during the term of this Agreement.
Participation in any benefit plans shall be in addition to the
compensation otherwise provided for in this Agreement.
3.3 Expenses . Executive shall be entitled to prompt
reimbursement for all reasonable expenses incurred by Executive in
the performance of his duties hereunder.
ARTICLE 4
NON-COMPETITION;
CONFIDENTIALITY
4.1 During the term of this Agreement, the
Executive will offer to the Employer any investment or other
opportunity generally in the business in which the Company
operates, of which he may become aware. If after 30 days the Board
of Directors of the Employer refuses the opportunity to participate
in the investment or venture, the Executive may do so as permitted
by Section 4.2 hereof and otherwise only if Executive obtains a
consent to do so from a majority of the directors.
4.2 The Executive may make passive investments in
companies involved in industries in which the Company operates,
provided any such investment does not exceed a 5% equity interest,
unless Executive obtains a consent to acquire an equity interest
exceeding 5% by a vote of a majority of the directors.
4.3 Except as provided in Sections 4.1 and 4.2
hereof, the Executive may not participate in any business or other
areas of business in which the Company is engaged during the term
of this Agreement except through and on behalf of the
Company.
4.4 During the term of this Agreement, the
Executive shall not own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership,
management, operation or control of any business which is engaged
in the type of business conducted by the Employer at the time this
Agreement terminates. In the event of the Executive's actual or
threatened breach of this paragraph, the Employer shall be entitled
to a preliminary restraining order and injunction restraining the
Executive from violating its provisions. Nothing in this Agreement
shall be construed to prohibit the Employer from pursuing any other
available remedies for such breach or threatened breach, including
the recovery of damages from the Executive.
4.5 a. The Executive recognizes and acknowledges that
the information, business, list of the Employer's customers and any
other trade secret or other secret or confidential information
relating to Employer's business as they may exist from time to time
are valuable, special and unique assets of Employer's business.
Therefore, Executive agrees as follows:
(1) That Executive will hold in strictest
confidence and not disclose, reproduce, publish or use in any
manner, whether during or subsequent to this employment, without
the express authorization of the Board of Directors of the
Employer, any information, business, customer lists, or any other
secret or confidential matter relating to any aspect of the
Employer's business, except as such disclosure or use may be
required in connection with Executive's work for the
Employer.
(2) That upon request or at the time of leaving the
employ of the Employer the Executive will deliver to the Employer,
and not keep or deliver to anyone else, any and all notes,
memoranda, documents and, in general, any and all material relating
to the Employer's business.
(3) That the Board of Directors of Employer may
from time to time reasonably designate other subject matters
requiring confidentiality and secrecy which shall be deemed to be
covered by the terms of this Agreement.
b. In the event of a breach or threatened breach
by the Executive of the provisions of this paragraph 4.5, the
Employer shall be entitled to an injunction (i) restraining the
Executive from disclosing, in whole or in part, any information as
described above or from rendering any services to any person, firm,
corporation, association or other entity to whom such information,
in whole or in part, has been disclosed or is threatened to be
disclosed; and/or (ii) requiring that Executive deliver to Employer
all information, documents, notes, memoranda and any and all other
material as described above upon Executive's leave of the employ of
the Employer. Nothing herein shall be construed as prohibiting the
Employer from pursuing other remedies available to the Employer for
such breach or threatened breach, including the recovery of damages
from the Executive.
ARTICLE 5
TERMINATION OF
EMPLOYMENT
5.1 Termination . The Executive's employment hereunder may be
terminated without any breach of this Agreement only under the
following circumstances:
1. By Executive . Upon the occurrence of any of the following
events, this Agreement may be terminated by the Executive by
written notice to Employer:
(1) if Employer makes a general assignment for the
benefit of creditors, files a voluntary bankruptcy petition, files
a petition or answer seeking a reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any law, or there shall have been filed any petition
or application for the involuntary bankruptcy of Employer, or other
similar proceeding, in which an order for relief is entered or
which remains undismissed for a period of thirty days or more, or
Employer seeks, consents to, or acquiesces in the appointment of a
trustee, receiver, or liquidator of Employer or any material part
of its assets;