Exhibit 10.2
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
C. STEPHEN GUYER
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 1st
day of July 2011, 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 place of business in Lakewood, Colorado;
WHEREAS,
Employer and Executive entered into Employment Agreements effective on 14 February
2008, 1 July 2008, and 1 July 2009;
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, 2011, and
ending on June 30, 2012 (“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 thirty days (30) 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).
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.
- 2 -
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 the metropolitan Denver area, 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, unless otherwise explicitly agreed by Executive and Employer.
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.
- 3 -
7. SEVERABILITY
In the event that any provision of this Agreement is held to be invalid, void or unenforceable
(whether due to unconscionability or otherwise), the remainder of this Agreement shall not be
affected thereby, and all other provisions of this Agreement shall be valid and enforceable to the
fullest extent permitted by the law.
8. AGREEMENT NOT ASSIGNABLE
This Agreement shall be binding upon Employer and its successors and upon the heirs,
representatives, executors, and administrators of Executive. This Agreement is not assignable by
either party, except that the rights and obligations of this Agreement shall be assumed by any
successor of Employer. For purposes of this Section 8, the term “successor” shall include any
individual or entity which acquires all or substantially all of the assets of Employer by merger,
purchase or otherwise.
9. WAIVER OF BREACH
The waiver by either party of a breach or violation of any provision of this Agreement shall
not operate as or be construed to be a waiver of any subsequent breach hereof.
10. NOTICES
Any written notice to be given to Employer under the terms of this Agreement shall be
addressed to Employer as follows, unless Executive is notified in writing of a change of address:
Colorado
Goldfields Inc.
10920 West Alameda Ave
Suite 201
Lakewood, CO 80226
Any written notice to be given to Executive under the terms of this Agreement shall be addressed to
Executive as follows, unless Management is notified in writing of a change of address:
C. Stephen Guyer
7986 S Datura Cir W
Littleton, CO 80120
Such notice shall be deemed to have been duly given when enclosed and properly sealed in an
addressed envelope registered or certified mail return receipt requested and deposited, postage and
registered or certification fee prepaid, in a post office or branch post office regularly
maintained by the United States Postal Service.
- 4 -
11. TITLE AND HEADINGS
Titles and headings to paragraphs in this Agreement are for the purpose of reference only and
in no way shall limit, define or otherwise affect the provisions of this Agreement.
12. GOVERNING LAW
This Agreement, all interpretation and enforcement of this Agreement, and all disputes arising
out of this Agreement shall be governed solely and exclusively by the laws of the State of
Colorado, regardless of the forum in which such interpretation or enforcement of this Agreement
occurs or such disputes are resolved, and without regard to any principles of conflicts of laws.
13. NO RULE OF CONSTRUCTION
The parties acknowledge that each of them has had ample opportunity for their own counsel to
participate in negotiating and drafting this Agreement. Therefore, no rule of construction shall
apply to this Agreement that construes ambiguous or unclear language in favor of or against any
party on the basis of who may have prepared this Agreement or any portion thereof.
14. ENTIRE AGREEMENT
(a) This Agreement, including Exhibit A, represents the entire employment agreement
between Employer and Executive pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written. No supplement,
modification or waiver of this Agreement shall be binding unless executed in writing by Executive
and by Employer with the approval of Management.
(b) This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
| |
|
|
| EXECUTIVE: |
|
|
|
/s/ C. Stephen Guyer |
|
|
| |
|
|
C. Stephen Guyer, July 1, 2011 |
|
|
|
|
|
COLORADO GOLDFIELDS INC.
|
|
|
/s/ Lee R. Rice |
|
|
| |
|
|
Lee R. Rice, President & CEO July 1, 2011 |
|
|
- 5 -
EXHIBIT A
to
EXECUTIVE EMPLOYMENT AGREEMENT
between
COLORADO GOLDFIELDS INC. (“Employer”)
and
C. STEPHEN GUYER (“Executive”)
dated
July 1, 2011
During the term of the Agreement, Executive’s compensation shall be as follows:
A-1 SALARY
Employer shall pay to Executive a salary of $25,000 per month. Salary payments shall be subject to
applicable withholdings for taxes, to be paid in the manner specified in paragraph 5 of the
Agreement. Executive’s salary may be increased or reduced from time to time at the sole discretion
of the Board of Directors. Executive acknowledges that salary and/or expenses may, upon
consultation with the Chief Executive Officer, be paid in free-trading stock pursuant to the
Company’s 2008 Stock Compensation Plan.
A-2 VACATION
Executive shall be eligible for fifteen (15) days of personal time off per year (“Vacation Time”).
Upon termination of this Agreement, Executive shall be paid for earned but unused Vacation Time
based upon the Salary in effect at the time of termination.
A-3 GROUP HEALTH COVERAGE
Executive shall be permitted to participate in such group health insurance plan as Employer may
elect to provide for its other employees, subject to the eligibility and participation requirements
of such plan, which plan may be altered or abolished from time to time at the sole discretion of
Employer. However, the level of health insurance coverage for Executive shall not be reduced below
the level in effect upon Executive’s execution of this Agreement, and the cost to Executive for
health insurance coverage shall not be increased above the cost in effect upon Executive’s
execution of this Agreement. Subsequent to the termination or the expiration of the Agreement and
at the Executive’s election and cost, the Company will provide (subject to the eligibility and
participation requirements), continued group health insurance coverage through insurance plans as
the Employer may make available for its other employees.
A-4 PENSION/PROFIT-SHARING PARTICIPATION
Executive shall be permitted to participate in such pension or profit-sharing plan as Employer may
elect to provide for its other employees, subject to the eligibility and participation requirements
of such plan, which plan may be altered or abolished from time to time at the sole discretion of
Employer.
- 1 -
A-5 AUTOMOBILE ALLOWANCE
Executive shall receive an automobile allowance of $650 per month. In addition, mileage shall be
reimbursed at the IRS standard rate.
A-6 OTHER EMPLOYMENT BENEFITS
Executive shall be permitted to participate in such other benefits of employment as Employer may
elect to provide for its other employees, subject to the terms and conditions established by
Employer for those benefits, which benefits may be altered or abolished from time to time at the
sole discretion of Employer. Subsequent to the Executives termination or the expiration of the
Agreement and at the Executive’s election and cost the Company will provide (subject to the
eligibility and participation requirements), continued insurance coverage for life, disability,
accidental death, and other specialty coverages through insurance plans as the Employer may make
available for its other employees.
A-7 EXPENSE REIMBURSEMENT
Executive shall receive reimbursement from Employer for all reasonable expenses incurred for the
benefit of Employer by Executive in the performance of his duties under the Agreement. Such
expenses may include but are not limited to reasonable out-of-pocket expenses for travel, lodging,
meals, entertainment, and professional dues. Employer shall have the right to establish guidelines
for reimbursement of expenses, including but not limited to guidelines regarding when prior
approval for an expense is required and what documentation must be provided in order to obtain
reimbursement.
A-8 SEPARATION PAY
Upon termination of this Agreement, Executive shall be entitled to Separation Pay in accordance
with the following provisions:
(a) Termination by Employer for Convenience: Executive shall receive six months of
Base Compensation.
(b) Resignation Within Ninety (90) Days Following Change of Control: Executive shall
receive six months of Base Compensation for each year of service as an employee or officer of the
Employer.
In addition:
(i) Any stock options shall vest immediately;
(ii) all of Executive’s shares of stock of Employer shall be promptly registered with the
Securities and Exchange Commission if not already freely trade-able without restriction; and
(iii) bonuses, if any, remaining unpaid (or unvested) for the period in which the resignation
occurs shall be paid (or vested) immediately, regardless of Executive’s performance status.
- 2 -
(c) Termination upon Expiration of Agreement Without Renewal or Extension: Executive
shall receive six months of Base Compensation for each year of service as an employee or officer of
Employer.
(d) Death of Executive: Executive’s estate shall receive six months of salary for each
year of service by Executive as an employee or officer of Employer.
“Base Compensation” shall consist of: (1) salary at the rate in effect at the time of termination;
(2) continued participation in Employer’s group health insurance plan; (3) continued life insurance
coverage; (4) access at the Executive’s expense (subject to the eligibility and participation
requirements) continued insurance coverage for disability, accidental death, and other specialty
coverages through insurance plans as the Employer may make available for its other employees.
“Change of Control” shall mean:
(a) any change in the ownership or control of common stock of Employer which results in more
than 25% of the issued and outstanding common stock of Employer being owned or controlled by a
person or entity, or a group of persons or entities, who did not own or control more than 25% of
the issued and outstanding common stock of Employer as of the date of this Agreement; provided,
however, that it shall not be deemed a “Change of Control” under this subsection (a) if the change
in ownership of more than 25% of the issued and outstanding common stock of the Employer is
pursuant to a public or private offering of common stock by the Employer for capital raising
purposes, and such offering was approved by the Board of Directors of the Employer; or
(b) the merger or consolidation of Employer with another entity such that more than 25% of the
issued and outstanding voting stock of the surviving entity is owned or controlled by a person or
entity, or a group of persons or entities, who did not own or control more than 25% of the issued
and outstanding common stock of Employer as of the date of this Agreement.
A-9 STOCK
Employer agrees, as a renewal bonus, to issue to Executive 100,000,000 shares of
Class A common stock of the Employer under the 2008 Stock Compensation Plan, which are registered
pursuant to Form S-8 filing related to the 2008 Stock Compensation Plan, SEC file no.
333-333-174881, filed on June 14, 2011. Executive acknowledges that these shares are subject to
restrictions based upon the affiliate provisions of Rule 144 and may not be issued until after
October 18, 2011.
- 3 -