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EX-10.1 - EX-10.1 - GOLD RESOURCE CORPgoro-20150701ex101ab5485.htm

 

______________________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.  20549

 

______________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

______________________

 

Date of Report (Date of earliest event reported):  July 1, 2015

 

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Colorado 

(State or other jurisdiction of

incorporation or organization)

001-34857

(Commission File

Number)

84-1473173

(I.R.S. Employer

Identification No.)

 

 

2886 Carriage Manor Point

Colorado Springs,  CO 80906 

(Address of principal executive offices)  (Zip Code)

 

 

Registrant's telephone number including area code:   (303) 320-7708

 

 

 Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously discussed in the Form 8-K dated May 29, 2015, Gold Resource Corporation (the “Company”) intends to enter into amended and restated employment agreements with its executive officers to provide uniform terms of employment and to revise certain of the parties’ obligations thereunder.  Effective July 1, 2015, the Company entered into an amended and restated employment agreement with certain of its executive officers, including its Chief Executive Officer (but not its interim Chief Financial Officer)  in the form of the Amended and Restated Executive Employment Agreement attached hereto as Exhibit 10.1 (the “Amended and Restated Agreement”) and incorporated herein by referenceUnder the terms of the Amended and Restated Agreement, the executive continues to receive annual base salary at his or her current level and remains eligible to receive incentive compensation as determined in the discretion of the Board of Directors or a committee thereof and subject to a new clawback provision that was not included in the prior agreement.  The executive is entitled to severance in the event of termination in certain circumstances or a change in control of the Company as described therein.

 

 

 

 

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits. The following exhibits are filed with this report:

 

 

 

10.1      Form of Amended and Restated Employment Agreement.

 

 

 

 

 

 

 


 

 

SIGNATURE

 

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

GOLD RESOURCE CORPORATION

 

 

 

 

 

 

Date:  July 8, 2015

By:

/s/ Jason D. Reid

 

 

Name: 

Jason D. Reid

 

 

Title: 

Chief Executive Officer and President

 

 

 

 

 

 

 

 


 

 

Exhibit Index

 

The following is a list of the Exhibits filed herewith.

 

 

 

 

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

10.1

 

Form of Amended and Restated Employment Agreement.