Exhibit 10.1
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:
1. EMPLOYMENT
Employer hereby employs Executive and Executive
hereby accepts employment by Employer, upon all of the terms and
conditions as hereinafter set forth.
2. TERM
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;
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(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).
4. DUTIES
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.
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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.
5. COMPENSATION
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,
6. INDEMNIFICATION
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.
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7. SEVERABILITY
In the
event that any provision of this Agr
