EXECUTIVE EMPLOYMENT
AGREEMENT
C. STEPHEN GUYER
This EXECUTIVE EMPLOYMENT AGREEMENT
(“Agreement”) is entered into as of this
1 st day of July 2009 , by and between Colorado Goldfields Inc.,
(“Employer”), and C. Stephen Guyer
(“Executive”). This Agreement replaces and supersedes
the all prior Employment Agreements between Colorado Goldfields
Inc. (“Employer”) and C. Stephen Guyer
(“Guyer”).
WHEREAS, Employer is a corporation organized
under the laws of the state of Nevada and with its principal places
of business in Lakewood, Colorado;
WHEREAS, Employer and Executive entered into an
Employment Agreement on 14 February 2008 and 1
July 2008;
WHEREAS, Employer desires to employ Executive
and Executive desires to accept such employment subject to the
terms and conditions hereinafter set forth.
NOW THEREFORE, and in consideration of the
mutual covenants and agreements hereinafter contained, the parties
hereby agree as follows:
Employer hereby employs Executive and Executive
hereby accepts employment by Employer, upon all of the terms and
conditions as hereinafter set forth.
The term of this Agreement shall be for twelve
(12) months commencing on July 1, 2009, and ending on
June 30, 2010 (“the Expiration Date”), unless
renewed or extended by written agreement executed on or before the
Expiration Date by Executive and by Employer with the approval of
the Board of Directors. As a courtesy to Executive, Employer shall
indicate in writing its intent to renew or extend this Agreement at
least thirty (30) days prior to the Expiration
Date.
3. TERMINATION OF AGREEMENT
This Agreement
shall terminate upon the occurrence of any of the following
events:
(a) Upon written notice of termination from
either party to the other party, which notice may be given at any
time, with or without cause, and shall be effective sixty days
(60) days thereafter unless a different effective date is
agreed in writing by the parties;
(b) Upon the expiration of this Agreement
without renewal or extension as provided in section 2 of this
Agreement; or
(c) Upon Executive’s
death.
Upon the termination of this Agreement,
Executive shall be entitled to payment of compensation that is
earned but unpaid for services rendered by Executive as of the date
of termination of this Agreement. In addition, Executive shall be
entitled to Separation Pay to the extent expressly set forth in
Exhibit A to this Agreement, which pay shall become due and
owing according to the schedule set forth in Exhibit A.
However, Executive shall not be entitled to any compensation for
services not yet performed, including services, which could have
been performed, but for the termination of this
Agreement.
At the discretion of Employer, Employer may
(a) require that Executive continue to perform his duties
during the period between notice pursuant to Section 3(a) of this
Agreement and the resulting termination of this Agreement, or
(b) relieve Executive of his duties during such period (while
continuing to provide compensation and benefits in accordance with
this Agreement).
Executive is employed by Employer as its Chief
Financial Officer, Corporate Secretary, Principal Accounting
Officer, and Principal Financial Officer. The precise nature of
Executive’s duties shall be as defined by the Board of
Directors of Employer and may be broadened, curtailed or otherwise
modified by the Board of Directors of Employer from time to time in
its sole discretion.
Executive agrees to devote the working time,
energy and professional talent as is customarily performed and
required by a Chief Financial Officer, Corporate Secretary, and
Principal Accounting Officer, and Principal Financial Officer of a
publicly traded company.
Notwithstanding the foregoing,
(i) Executive may serve as a director or trustee of another
organization upon the prior written consent of the Board of
Directors, and (ii) Employer acknowledges that Executive has
other involvements which are not part of Colorado Goldfields Inc.,
and that Executive may devote working time to such activities so
long as Employer’s business is not adversely
affected.
The Executive acknowledges that he is a
fiduciary of the Employer and he agrees to serve the Employer in a
manner that is consistent with the fiduciary duties owed to the
Employer.
Executive reaffirms the duties and
responsibilities enumerated in his Employment Agreement of 14
February 2008.
During the term of this Agreement, Employer
shall nominate Executive for election to the Board of Directors of
Employer as a member of the management slate at each annual meeting
of the stockholders, or at each meeting of the stockholders at
which his class, if such class be designated, comes up for
election.
Executive’s primary place of employment
shall be Lakewood, Colorado, or other such location as conditions
require.
Executive’s compensation under this
Agreement shall be as set forth in Exhibit A, which is
attached hereto and incorporated herein. Such compensation shall be
paid in accordance with the payroll policies and procedures of
Employer, as they may be modified from time to time at
Employer’s sole discretion.
Upon the termination of this Agreement,
Executive shall have no further rights to compensation under this
Agreement except for Separation Pay as provided in
Exhibit A.
In all cases in which Executive must obtain the
consent of Employer or Management, such consent may be granted or
withheld at the sole discretion of Employer or Management as the
case may be,
Subject to the terms and conditions of the
Articles of Incorporation and Bylaws of the Employer (in each case,
as in effect from time to time), the Employer agrees to indemnify
and hold Executive harmless to the fullest extent permitted by the
laws of the State of Nevada, as in effect at the time of the
subject act or omission. Notwithstanding the foregoing, Employer
shall not be required to indemnify Executive if a court or
governmental tribunal of competent jurisdiction finds that the
event triggering the indemnification right was caused by, or due
to, the willful misconduct or gross negligence of Employee. In
connection therewith, Executive shall be entitled to the protection
of any insurance policies which Employer elects to maintain
generally for the benefit of the Employer’s directors and
officers, against all costs, charges and expenses whatsoever
incurred or sustained by Executive in connection with any action,
suit or proceeding to which he may be made a party by reason of his
being or having been a director, officer or employee of the
Employer. This provision shall survive any termination of
Executive’s employment hereunder. To the extent that Employer
has maintained insurance policies generally for the benefit of the
Employer’s directors and officers, Employer shall such
insurance coverage, or use commercially reasonable efforts to
obtain tail insurance coverage for Executive, for a period of three
years following termination of employment.
In the event that any provision of this
Ag
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