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Amendment No. 1 To Amended And Restated Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

CAPITAL GOLD CORP | Capital Gold Corporation | Gammon Gold Inc

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Governing Law: New York     Date: 4/12/2011
Industry: Gold and Silver     Sector: Basic Materials

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Exhibit 10.2






This Amendment No. 1 (the “ Amendment ”) dated April 7, 2011, to that certain  Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009 between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Christopher M. Chipman (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.


Pursuant to Section 10 of Exhibit A of the Agreement, Company and Executive hereby agree to amend the Agreement, effective on the date hereof, as follows:


1.            Section 3(a).                                Section 3(a) of Exhibit A to the Agreement relating to change in control payments is hereby amended in its entirety as follows:


(a)           The Executive shall be entitled to a lump sum payment payable at the sole election of Gammon Gold Inc. (“Gammon”) in common shares of Gammon or in cash (the “Change of Control Payment”); provided, however, that Gammon shall make such Change of Control Payment in cash if the Toronto Stock Exchange (the “TSX”) does not approve such payment in Gammon common shares, and in either case , such Change of Control Payment shall be made no later than twenty (20) business days after the Executive’s date of termination (following, for avoidance of doubt, the Transition Period (as defined below), in an amount equal to the sum of:


(i)           three times the Executive’s base salary in effect on the date of the Change in Control or, or if greater, as in effect immediately prior to the date of termination; plus


(ii)          three times the Executive’s bonus award for the year immediately preceding the year of the Change in Control.


If such Change of Control Payment is to be made in Gammon common shares, the number of Gammon common shares to be paid to Executive shall be determined by dividing the total cash value of the payment set forth in (i) and (ii) above by the volume weighted average price of Gammon common stock on the New York Stock Exchange for the five trading days immediately preceding the closing date of the merger (the “Merger”) between Gammon and the Company (or at such other price as is required by the TSX).  Such Gammon common stock shall be registered and freely tradable under applicable Canadian and United States securities Laws; provided, however, that such Gammon common stock shall be subject to any restrictions under applicable Canadian securities laws relating to distributions by control persons, and any restrictions under the Securities Act of 1933, as amended, applicable to sales by affiliates of an issuer.


The amount payable under this paragraph (a) shall be inclusive of the amounts, if any, to which the Executive would otherwise be entitled by law and shall be in addition to (and not inclusive of) any amount payable under any written agreement(s) directly between the Executive and the Company or any of its subsidiaries.






2.            Transition Services .  Notwithstanding the provisions of Section 2 of Exhibit A to the Agreement, the Company hereby offers, and Executive hereby accepts, employment with   the Company or its successor following the closing of the Merger (the “Closing”) for a transition period of 60 days (the “Transition Period”) as follows:


(a) Executive will receive the same base fee during the Transition Period from the Company on the same payment schedule as r

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