Mr. George
Young
[Address Line]
On behalf of Mexoro Minerals Ltd. (the
“Company”), I am pleased to offer you employment in the
position of Chief Operations Officer, reporting directly to me, the
Company’s President. This letter sets out the terms of your
employment with Company, which will start on September 21,
2009, should you accept this offer.
If you decide to join us, your initial salary
will be $10,000.00 (U.S.) per month (which annualizes to
$120,000.00 per year), less applicable tax and other withholdings,
paid in accordance with Company’s normal payroll practices.
Future adjustments in compensation, if any, will be made by Company
in its sole and absolute discretion. This position is an exempt
position, which means you are paid for the job and not by the hour.
Accordingly, you will not receive overtime pay if you work more
than 8 hours in a workday or 40 hours in a workweek.
Subject to the approval of Company’s Board
of Directors, you will be granted an option to purchase 1,000,000
shares of Company common stock in accordance with Company’s
2009 Nonqualified Stock Option Plan (the “Plan”) and
related option documents. You will be required to sign Nonqualified
Stock Option Agreement (the “Agreement”) and your
option will be subject to the terms and conditions of the Plan and
the Agreement. Your option will vest over a period of two years,
with 25% of the option shares vesting on each six-month anniversary
of September 21, 2009.
If you accept this offer, your employment with
Company will be “at will.” This means it is not for any
specific period of time and can be terminated by you at any time
for any reason. Likewise, Company can terminate the employment
relationship at any time, with or without cause or advance notice.
In addition, Company reserves the right to modify your
compensation, position, duties or reporting relationship to meet
business needs and use its managerial discretion in deciding on
appropriate discipline.
You agree to hold all Confidential Information
of the Company in confidence and to not disclose, use, copy,
publish, summarize, or remove from the premises of the Company any
Confidential Information, except as necessary to carry out your
assigned responsibilities to the Company. In the event you are
required to disclose any Confidential Information pursuant to law
or government regulation, you will promptly notify the Company in
order to allow the Company the maximum time to obtain protective or
confidential treatment of the Confidential Information before it is
disclosed. “Confidential Information” is all
information related to any aspect of the Company’s business
which is either information not known by actual or potential
competitors of the Company or is proprietary information of the
Company, whether of a technic
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