Exhibit 10.30
SEVERANCE
AGREEMENT
THIS AGREEMENT is dated as of August 9,
2006.
BETWEEN:
WESTERN
GOLDFIELDS (CANADA) INC., a corporation incorporated under the laws of the
Province of Ontario (hereinafter called the
"Corporation")
OF THE FIRST PART
- and -
RAYMOND THRELKELD (hereinafter called the "Executive")
OF THE SECOND PART
WHEREAS the Executive is an employee of the Corporation
and is considered by the Board of Directors of the Corporation to
be a valued employee that has devoted his ability, time, effort and
energy to the affairs of the Corporation;
AND WHEREAS the Corporation considers the continuance of a
sound and vital management to be essential to protecting and
enhancing the best interests of the Corporation and its
shareholders;
AND WHEREAS the Corporation desires to assure itself of
retaining the services of the Executive (including his services
without distraction by uncertainties and risks in the event of a
proposed change of control of the Corporation) and to reward the
Executive for his valuable, dedicated service to the Corporation,
should his service terminate under the circumstances hereinafter
described;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in
consideration of the mutual covenants herein contained and in
consideration of the Executive remaining in the employment of the
Corporation at the present time, it is hereby agreed as
follows:
|
(a)
|
"Agreement" means this Agreement as amended from time to
time;
|
|
(b)
|
"Annual Compensation" shall mean an amount equal to Executive's annual
base salary at the annual rate in effect at his Date of
Termination, the Target Bonus plus all benefits, quantified as 10%
of the Executive's annual base salary, paid or payable.
|
|
|
"Board of Directors" means the board of directors of the Corporation
as at the date of this Agreement.
|
|
|
"Cause" shall mean termination of Executive's employment
by the Corporation or any subsidiary thereof or successor thereto,
by reason of Executive's:
|
|
(i)
|
gross negligence in the performance of his
duties;
|
|
(ii)
|
wilful and continued failure to substantially
perform his duties determined on a historic basis prior to a Change
of Control with the Corporation;
|
|
(iii)
|
wilful engagement in conduct which is materially
injurious to the Corporation or its subsidiaries (monetarily or
otherwise); or
|
|
(iv)
|
conviction of a criminal offence involving moral
turpitude.
|
For purposes of this subparagraph 1(d) no act,
or failure to act, on Executive's part shall be considered "wilful"
unless done intentionally, or intentionally omitted by Executive
not in good faith and without reasonable belief that his action or
omission was in the best interests of the Corporation.
|
|
"Change of Control" means the occurrence of any one or more of the
following events:
|
|
(i)
|
the Corporation shall not be the surviving
entity in a merger, amalgamation or other reorganization (or
survives only as a subsidiary of an entity other than a previously
wholly-owned subsidiary of the Corporation);
|
|
(ii)
|
the Corporation sells, leases or exchanges
greater than 35% of its assets to any other person or entity (other
than a wholly-owned subsidiary of the Corporation);
|
|
(iii)
|
the Corporation is to be dissolved and
liquidated;
|
|
(iv)
|
any person, entity or group of persons or
entities acting jointly or in concert acquires or gains ownership
or control (including, without limitation, the power to vote) more
than 35% of the Corporation's outstanding voting securities;
or
|
|
(v)
|
as a result of or in connection with: (A) the
contested election of directors, or; (B) a transaction referred to
in subparagraph 1(e)(i) above, the persons who were directors of
the Corporation before such election shall cease to constitute a
majority of the Board of Directors.
|
|
(f)
|
"Date of
Termination" means:
|
|
(i)
|
if Executive's employment is terminated by the
Executive following a Triggering Event, the date specified in the
Notice of Termination provided by the Executive to the Corporation;
and
|
|
|
if Executive's employment is terminated for any
other reason, the date specified in the Notice of Termination
provided by the Corporation to the Executive, and shall mean
termination from active employment, and shall not include any
notice period.
|
|
(g)
|
"Disability" means incapacity due to physical or mental
illness, which shall have caused Executive to have been absent
from, or unable to perform, the Executive's duties with the
Corporation on a full-time basis for six consecutive
months.
|
|
(h)
|
"Notice of Termination" shall mean notice which shall indicate the
specific termination provisions in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's
employment under the provisions so indicated.
|
|
(i)
|
"Severance Amount" shall mean an amount equal to 2 times the
Executive's Annual Compensation.
|
|
(j)
|
"Target Bonus" shall mean an amount equal to the previous
year's bonus granted to the Executive, but shall not exceed 25% of
the Executive's annual base salary.
|
|
(j)
|
"Triggering Event" means any one of the following events which
occurs without the express agreement in writing of the
Executive:
|
|
(i)
|
a material adverse change in the salary or
benefits of the Executive as they exist immediately prior to the
Change of Control;
|
|
|
a removal of the designation of President and
Chief Executive Officer in the title of the Executive immediately
prior to the Change of Control or a material adverse change in the
responsibilities, duties, powers, rights and discretion associated
with such title;
|
|
|
a change in the person or body to whom the
Executive reports immediately prior to the Change of Control,
except if such person or body is of equivalent rank or stature or
such change is as a result of the resignation or removal of such
person or the persons comprising such body, as the case may be,
provided that this shall not include a change resulting from a
promotion in the normal course of business; or
|
|
(iv)
|
a change in the location at which the Executive
is regularly required immediately prior to the Change of Control to
carry out the terms of his employment with the Corporation, which
is of a distance greater than 50 kilometers from the City of
Toronto, unless the terms of employment of the Executive include
the obligation to receive geographic transfers from time to time in
the normal course of business, or unless the Executive consents to
the change.
|
The term of this Agreement shall
commence on the date hereof and continue for an indefinite
term.
|
3.
|
Termination of Employment
|
|
(a)
|
Termination by the Corporation Without
Cause. The Corporation
shall be entitled to terminate Executive's employment at any time
without Cause by giving the Executive a one-time payment equal to
the Executive's Annual Compensation, plus an additional one months'
worth of Annual Compensation for each completed year of employment
to a maximum of 18 months Annual Compensation. Such lump sum cash
payment is payable on or before the fifth day following the Date of
Termination. In addition, subj
|
|
