Attached files
| file | filename |
|---|---|
| 8-K - Searchlight Minerals Corp. | v198127_8k.htm |
| EX-10.3 - Searchlight Minerals Corp. | v198127_ex10-3.htm |
| EX-10.2 - Searchlight Minerals Corp. | v198127_ex10-2.htm |
| EX-99.1 - Searchlight Minerals Corp. | v198127_ex10-4.htm |
EMPLOYMENT
AGREEMENT
This
Employment Agreement (“Agreement”) is entered into and made effective as of
October 1, 2010 (the “Effective Date”), by and between. Searchlight Minerals
Corp., a Nevada corporation (“Company”) and Martin B. Oring
(“Executive”).
1. Employment. Company employs
Executive, and Executive agrees to continue employment with Company, upon the
terms and conditions set forth in this Agreement.
2. At-Will
Employment. Executive’s employment with Company is
at-will. Therefore, either Executive or Company may terminate
Executive’s employment, upon written notice, at any time, with or without cause
or advance notice. Except to the extent required by law, all other
obligations and liabilities of Company shall terminate as of the effective date
of any such termination. Except as set forth in Executive’s Stock
Option Agreement, as described in Section 4.1.4 hereof, Executive shall be
entitled to no severance pay or other compensation upon termination of this
Agreement.
3. Duties.
3.1. Basic
Duties. Executive agrees to serve as Chief Executive Officer
(“CEO”) and will have such other powers, duties and responsibilities as are set
forth in the Bylaws of Company and as usually vested in his position as well as
additional or different duties that Executive may be reasonably directed to
perform by the Board of Directors of Company (“Board of Directors”), or their
designees. Executive shall be subject to Company policies, procedures
and approval practices, as generally in effect from time-to-time.
3.2. Time Devoted to
Employment. Nothing in this Agreement shall prohibit Executive
from providing services to any other entity, except that while Executive is
providing services to Company under this Agreement, Executive will perform his
duties and responsibilities faithfully, diligently and to the best of his
ability, in compliance with all applicable laws and Company’s policies and
procedures.
3.3. No Conflicting
Agreements. Executive represents and warrants that his
performance of his duties under this Agreement does not and will not breach any
other agreement, including any confidentiality and non-disclosure agreements
with prior employers or other persons. Executive represents and
warrants that he has not entered into, and will not enter into, any agreement,
either written or oral, in conflict with this Agreement. Executive
represents and warrants that he has disclosed to Company any actual or potential
conflicts.
3.4. Duty of
Loyalty. Executive acknowledges and agrees that
Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at
all times in the best interests of Company and to do no act which would
intentionally injure Company's business, its interests, or its
reputation. Executive understands that it is Company’s policy to
conduct its business according to the highest ethical and legal standards and
agrees to uphold those standards of business conduct and ethical principles, and
comply with all applicable laws and regulations and Company’s
policies.
3.5. Place of Performance of
Duties. The services of Executive will be performed in West
Palm Beach, Florida.
4. Compensation and Method of
Payment.
4.1. Total
Compensation. As compensation under this Agreement, Company
will pay and Executive will accept the following:
4.1.1. Gross
monthly salary of $12,500.00 (“Base Salary”), payable twice per month, at the
rate of $6,250.00 on the 15th and
last day of each month during which Executive performs his duties under this
Agreement. The Board of Directors will review Executive’s
compensation annually and may, subject to the approval of the Compensation
Committee, increase Executive’s Base Salary.
4.1.2. Company
will reimburse Executive for all reasonable travel, entertainment and other
expenses incurred or paid by Executive in connection with, or related to, the
performance of Executive’s duties, responsibilities or services under this
Agreement, upon presentation by the Executive of documentation, expense reports,
vouchers and/or such other reasonable supporting information as Company may
request.
4.1.3. Executive
voluntarily waives his right to participate in all employee health and welfare
benefit plans or programs of the Company, including but not limited to medical,
health, prescription drug, and dental plans, life insurance, and disability
protection.
4.1.4. Subject
to the approval of the Compensation Committee and the Board of Directors of
Company, Executive will be granted 300,000 stock options of the
Company, pursuant to the Non-Qualified Stock Option Agreement (the “Stock Option
Agreement”), in the form attached as Exhibit A
hereto.
4.2. Reservation of
Rights. Notwithstanding any other provision of this Agreement,
Company reserves the right to modify, suspend or discontinue any and all benefit
plans, practices, policies and programs at any time whether before or after
termination of employment without advance notice to or recourse by
Executive.
4.3. Payment of Compensation;
Taxes. All compensation to the Executive will be subject to
applicable taxes, withholding and other required, normal or elected employee
deductions. Company shall withhold taxes from payments it makes
pursuant to this Agreement as it determines to be required by applicable
law. All compensation payable to Executive under this Agreement will
be payable to the order of Wealth Preservation LLC.
5. Execution of Nondisclosure
Agreement. As a condition of his employment, Executive must
execute a Nondisclosure Agreement for Employees in a form to be provided by
Company.
2
5.1. Section 409A
Compliance. Unless otherwise expressly provided, any payment
of compensation by Company to Executive, whether pursuant to this Agreement or
otherwise, shall be made on or before the fifteenth (15th) day of the third
(3rd) month after the later of the end of the calendar year or the end of
Company’s fiscal year in which Executive’s right to such payment vests (i.e., is
not subject to a “substantial risk of forfeiture” for purposes of Code Section
409A of the Code and the regulations thereunder (“Section 409A”)). To
the extent that any severance payments come within the definition of
“involuntary severance” under Section 409A, such amounts up to the lesser of two
times Executive’s annual compensation for the year preceding the year of
termination as determined under Section 409A or two times the limit under Code
Section 401(a)(17) for the year of termination, shall be excluded from “deferred
compensation” as allowed under Section 409A, and shall not be subject to the
Section 409A compliance requirements in the following paragraph.
All
payments of “nonqualified deferred compensation” (within the meaning of Section
409A) by Company to Executive are intended to comply with the requirements of
Section 409A, and shall be interpreted consistent therewith. Neither
party individually or in combination may accelerate any such deferred payment,
except in compliance with Section 409A, and no amount shall be paid prior to the
earliest date on which it is permitted to be paid under Section
409A. In the event that Executive is determined to be a “key
employee” (as defined in Code Section 416(i) (without regard to paragraph (5)
thereof)) of Company at a time when its stock is deemed to be publicly traded on
an established securities market for purposes of Section 409A, payments
determined to be “nonqualified deferred compensation” payable following
termination of employment shall be made no earlier than the earlier of (i) the
last day of the sixth (6th) complete calendar month following such termination
of employment, or (ii) Executive’s death, consistent with the provisions of
Section 409A. Any payment delayed by reason of the prior sentence
shall be paid out in a single lump sum at the end of such required delay period
in order to catch up to the original payment
schedule. Notwithstanding anything herein to the contrary, no
amendment may be made to this Agreement if it would cause the Agreement or any
payment hereunder not to be in compliance with Section 409A. It is
the intent that the parties that the Agreement be interpreted to comply in all
respects with Code Section 409A, however, Company shall have no liability or
further obligation to Executive in the event taxes or excise taxes may
ultimately be determined to be applicable to any payment under this
agreement.
6. General
Provisions.
6.1. Notice. Any
notices hereunder will be given to the appropriate party at the address, fax
number or email address set forth on the signature page hereto, or at such other
address as the Party will specify in writing. Notice will be deemed
given: upon delivery, if sent by email or personal delivery; if sent by fax,
upon confirmation of receipt; or if sent by certified mail, postage prepaid, 3
days after the date of mailing.
6.2. Choice of Law and
Forum. Except as expressly provided otherwise in this
Agreement, this Agreement will be governed by and construed in accordance with
the laws of the State of Nevada and both parties consent to the personal
jurisdiction of the courts of the State of Nevada.
3
6.3. Entire Agreement;
Modification and Waiver. This Agreement supersedes any and all
other agreements, whether oral or in writing, between the parties hereto with
respect to the employment of Executive by Company and contains all covenants and
agreements between the parties relating to such employment in any manner
whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, oral or written, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement will be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be charged. No waiver of any of the provisions of
this Agreement will be deemed, or will constitute, a waiver of any other
provision, whether or not similar, nor will any waiver constitute a continuing
waiver. No waiver will be binding unless executed in writing by the
party making the waiver.
6.4. Assignment. Because
of the personal nature of the services to be rendered hereunder, this Agreement
may not be assigned in whole or in part by Executive without the prior written
consent of Company. However, subject to the foregoing limitation,
this Agreement will be binding on, and will inure to the benefit of, the parties
hereto and their respective heirs, legatees, executors, administrators, legal
representatives, successors and assigns.
6.5. Severability. If
for any reason whatsoever, any one or more of the provisions of this Agreement
will be held or deemed to be inoperative, unenforceable, or invalid as applied
to any particular case or in all cases, such circumstances will not have the
effect of rendering any such provision inoperative, unenforceable, or invalid in
any other case or of rendering any of the other provisions of this Agreement
inoperative, unenforceable or invalid.
6.6. Representation by Counsel;
Interpretation. Company and Executive acknowledge that each
party to this agreement has had the opportunity to be represented by counsel in
connection with this Agreement and the matters contemplated by this
Agreement. Accordingly, any rule of law or decision which would
require interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived. In
addition, the term “including” and its variations are always used in the
non-restrictive sense (as if followed by a phrase such as “but not limited
to”). The provisions of this Agreement will be interpreted in a
reasonable manner to affect the intent of the Parties.
6.7. Corporate
Authority. Company represents and warrants as of the Effective
Date that Company’s execution and delivery of this Agreement to Executive and
the carrying out of the provisions of the Agreement have been duly authorized by
Company’s Board of Directors.
6.8. Attorneys’
Fees. In any action at law or in equity to enforce or construe
any provisions or rights under this Agreement, the unsuccessful party or parties
to such litigation, as determined by the courts pursuant to a final judgment or
decree, will pay the successful party or parties all costs, expenses, and
reasonable attorneys’ fees incurred by such successful party or parties
(including, without limitation, such costs, expenses, and fees on any appeals),
and if such successful party or parties will recover judgment in any such action
or proceedings, such costs, expenses, and attorneys’ fees will be included as
part of such judgment.
6.9. Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of,
which will be deemed an original, but all of which together will constitute one
and the same instrument. Fax signatures will be valid and
binding.
6.10. Headings and
Captions. Headings and captions are included for purposes of
convenience only and are not a part hereof.
4
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year first written above at Searchlight, Nevada.
|
/s/
Martin B. Oring
|
||
|
Martin
B. Oring
|
||
|
Address:
|
||
|
|
||
|
Email
address
|
||
|
|
||
|
Fax
number
|
||
|
SEARCHLIGHT
MINERALS CORP.
|
||
|
By:
|
/s/
Carl S. Ager
|
|
|
Name:
|
Carl S. Ager | |
|
Title:
|
Vice President | |
|
Address:
|
||
|
|
||
|
Email
address
|
||
|
|
||
|
Fax
number
|
||
5