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):
January 28, 2015
RIMROCK GOLD CORP.
(Exact name of registrant as specified in its
charter)
Nevada |
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333-149552 |
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75-3266961 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
3651 Lindell Rd. Suite D155
Las Vegas, NV 89103
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: 1-800-854-7970
N/A
(Former name or former address, if changed since
last report.)
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 1.01 Entry Into a Material Definitive Agreement
On February 2, 2015,
the Company entered into an employment agreement with Jordan Starkman as Chief Executive Officer and Chief Financial Officer of
the Company for an initial term ending on February 2, 2018, with an automatic renewal for an additional year unless the Agreement
is terminated by advance notice. Mr. Starkman also served as a director of the Company. Mr. Starkman’s base salary per year
will be $75,000, subject to adjustments to be determined by the board of directors. Mr. Starkman shall receive 7,000,000 shares
of our common stock upon execution of the agreement. If the agreement is terminated by the executive for Good Reason (as defined
in the agreement) or by the Company without cause or on account of the Company's failure to renew the agreement, Mr. Starkman shall
be entitled to receive the accrued but unpaid based salary and expenses, as well as a lump sum payment equal to three times the
sum of the base salary for the year in which the termination occurs, and a grant of 10,000,000 non-dilutive shares of the Company’s
common stock.
On February 2, 2015,
the Company entered into an employment agreement with Richard R. Redfern as VP Exploration of the Company for an initial term ending
on February 2, 2018, with an automatic renewal for an additional year unless the Agreement is terminated by advance notice. Mr.
Redfern also served as a director of the Company. Mr. Redfern’s base salary per year will be $75,000, subject to adjustments
to be determined by the board of directors. Mr. Redfern shall receive 7,000,000 shares of our common stock upon execution of the
agreement. If the agreement is terminated by the executive for Good Reason (as defined in the agreement) or by the Company without
cause or on account of the Company's failure to renew the agreement, Mr. Redfern shall be entitled to receive the accrued but unpaid
based salary and expenses, as well as a lump sum payment equal to three times the sum of the base salary for the year in which
the termination occurs, and a grant of 10,000,000 non-dilutive shares of the Company’s common stock.
The foregoing is a summary of the material
terms of the Agreement, which should be reviewed in its entirety for additional information.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws
On January 28, 2015, the Company filed a certificate
of amendment to the Secretary of State of the State of Nevada to increase its authorized shares which include (i) 1,900,000,000
shares of common stock, par value $0.001 par value per share, and (ii) 1,000,000 blank check preferred stock, $0.001 par value
per share.
On February 3, 2015, our board of directors
approved a Certificate of Designation for Series A Super Voting Preferred Stock. This newly designation class of preferred stock
consists of five hundred thousand (500,000) shares. Series A Super Voting Preferred Stock votes together with our common stock
at a rate of ten thousand (10,000) votes for each preferred share held. In any liquidation, holders of our Series A Super Voting
Preferred Stock will receive liquidation preference. Shares of Series A Super Voting Preferred Stock have no dividend rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Rimrock Gold Corp. |
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Dated: February 12, 2015 |
By: |
/s/ Jordan Starkman |
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Name: Jordan Starkman |
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Title: President, Chief Executive Officer, |
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RIMROCK GOLD CORP. 8-K
Exhibit 3.1
RIMROCK GOLD CORP. 8-K
Exhibit 3.2
RIMROCK GOLD CORP. 8-K
Exhibit 10.1
Employment Agreement
This Employment Agreement
(the "Agreement") is made and entered into as of February 2, 2015, by and between Jordan Starkman (the "Executive")
and Rimrock Gold Corp., a Nevada Corporation (the "Company").
WHEREAS, the Company
desires to employ the Executive on the terms and conditions set forth herein; and
WHEREAS, the Executive
desires to be employed by the Company on such terms and conditions.
NOW, THEREFORE, in
consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:
1.
Term. The Executive's employment hereunder shall be effective as of February 2, 2015
(the "Effective Date") and shall continue until the third anniversary thereof, unless terminated earlier pursuant
to Section 4 of this Agreement. Thereafter, the Employment Term shall automatically renew for successive periods of one (1) year,
unless either party shall have given to the other at least thirty (30) days’ prior written notice of their intention not
to renew the Executive’s employment prior to the end of the Employment Term or the then applicable renewal term, as the case
may be. The period during which the Executive is employed by the Company hereunder, including any renewal term, is hereinafter
referred to as the "Employment Term."
2.
Position and Duties.
2.1
Position. During the Employment Term, the Executive shall serve as the Chief Executive
Officer and, until the appointment of a Chief Financial Officer, the Chief Financial Officer of the Company. In such position,
the Executive shall have such duties, authority and responsibility as are consistent with the Executive's position. The Executive
shall also serve as a member of the board of directors of the Company (the "Board").
2.2
Duties. During the Employment Term, the Executive shall devote such business time and
attention as necessary to the performance of the Executive's duties hereunder.
3.
Compensation.
3.1
Base Salary. The Company shall pay the Executive an annual rate of base salary of $75,0000
in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. The
Executive's base salary shall be reviewed and renegotiated annually by the Board. The Executive's annual base salary, as in effect
from time to time, is hereinafter referred to as "Base Salary".
3.2
Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be
entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides
similar benefits or perquisites (or both) to similarly situated executives of the Company.
3.3
Employee Benefits. During the Employment Term, the Executive shall be entitled to participate
in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively,
"Employee Benefit Plans"), on a basis which is no less favorable than is provided to other similarly situated
executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans.
The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the
terms of such Employee Benefit Plan and applicable law.
3.4
Business Expenses. The Executive shall be entitled to reimbursement for all reasonable
and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance
of the Executive's duties hereunder in accordance with the Company's expense reimbursement policies and procedures.
3.5
Indemnification.
(a)
In the event that the Executive is made a party or threatened to be made a party to any action,
suit, or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), other than any
Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or
any of its affiliates with respect to this Agreement or the Executive's employment hereunder, by reason of the fact that the Executive
is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company
as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise,
the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director
of the Company/to the maximum extent permitted under applicable law from and against any liabilities, costs, claims and expenses,
including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees).
4.
Termination of Employment. The Employment Term and the Executive's employment hereunder
may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided
herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination
of the Executive's employment. Upon termination of the Executive's employment during the Employment Term, the Executive shall be
entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation
or any other benefits from the Company or any of its affiliates.
4.1
Expiration of the Term, for Cause or Without Good Reason.
(a)
The Executive's employment hereunder may be terminated upon the Executive’s failure
to renew the Agreement in accordance with Section 1, by the Company for Cause
or by the Executive without Good Reason. If the Executive's employment is terminated upon the Executive’s failure to renew
the Agreement, by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive:
| (i) | any accrued but unpaid Base Salary; and |
| (ii) | reimbursement for unreimbursed business expenses properly incurred
by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and |
| (iii) | such employee benefits (including equity compensation), if any, as
to which the Executive may be entitled under the Company's employee benefit plans as of the Termination Date; provided that, in
no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically
provided herein. |
Items 4.1(a)(i) through 4.1(a)(iii)
are referred to herein collectively as the "Accrued Amounts".
(b)
For purposes of this Agreement, "Cause" shall mean:
| (i) | the Executive's embezzlement, misappropriation or fraud, whether
or not related to the Executive's employment with the Company; |
| (ii) | the Executive's conviction of or plea of guilty or nolo contendere
to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude,
if such felony or other crime is work-related, materially impairs the Executive's ability to perform services for the Company or
results in material harm to the Company or its affiliates; |
Termination of the Executive's employment
shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the Board (excluding the Executive’s board vote), after reasonable
written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before
the Board, finding that the Executive is guilty of the conduct described in any of (i)-(ii) above. Except for a failure, breach
or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from
the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the
Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice
of such shorter period within which to cure as is reasonable under the circumstances.
(c)
For purposes of this Agreement, "Good Reason" shall mean the occurrence of
any of the following, in each case during the Employment Term without the Executive's written consent:
| (i) | a material reduction in the Executive's Base Salary other than a
general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; |
| (ii) | any material breach by the Company of any material provision of this
Agreement or any material provision of any other agreement between the Executive and the Company; |
| (iii) | the Company's failure to obtain an agreement from any successor to
the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no succession had taken place, except where such assumption occurs by operation of law; |
| (iv) | the Company's failure have the Executive elected and re-elected to
the Board, as applicable; |
| (v) | a material, adverse change in the Executive's title, authority, duties
or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable
law); |
Notwithstanding the foregoing, in
the event that a Change in Control (as defined below) occurs during the Employment Term, the Executive may terminate his employment
for any reason during the thirty-day period following the Change in Control and such termination shall be deemed to be for Good
Reason.
4.2
Non-renewal by the Company, Without Cause or for Good Reason. The Employment Term and
the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account
of the Company's failure to renew the Agreement in accordance with Section 1.
In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled
to receive the following:
(a)
a lump sum payment equal to three times the sum of the Executive's Base Salary for the year
in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs)
payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which
shall commence on the Termination Date;
(b)
a grant of ten million (10,000,000) non-dilutive shares of the Company’s common stock,
par value $0.001 (the “Common Stock”), to be issued no later than thirty (30) days following the Termination Date ("Executive
Shares”). The treatment of any outstanding equity awards shall be determined in accordance with the terms of such awards;
(c)
notwithstanding the terms of any applicable award agreements, all outstanding unvested stock
options granted to the Executive shall become fully vested and exercisable for the remainder of their full term.
4.3
Death or Disability.
(a)
The Executive's employment hereunder shall terminate automatically upon the Executive's death
during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b)
If the Executive's employment is terminated during the Employment Term on account of the Executive's
death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive
the following:
| (i) | the Accrued Amounts; and |
(c)
For purposes of this Agreement, Disability shall mean [the Executive's inability, due to physical
or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180)
days out of any three hundred sixty-five (365) days. Any question as to the existence of the Executive's Disability as to which
the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable
to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
4.4
Change in Control Termination.
(a)
Notwithstanding any other provision contained herein, if the Executive's employment hereunder
or service on the Board is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the
Agreement in accordance with Section 1 or without Cause (other than on account
of the Executive's death or Disability), in each case within twenty four (24) months following a Change in Control, the Executive
shall be entitled to receive the Accrued Amounts and the Executive shall be entitled to receive the following:
| (i) | a lump sum payment equal to three times the sum of the Executive's
Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which
the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date. |
(b)
Notwithstanding the terms of any equity incentive plan or award agreements, as applicable,
all outstanding unvested stock options granted to the Executive during the Employment Term shall become fully vested and exercisable
for the remainder of their full term;
(c)
For purposes of this Agreement, "Change in Control" shall mean the occurrence
of any of the following:
| (i) | one person (or more than one person acting as a group) acquires ownership
of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any
person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the
Company's stock and acquires additional stock (excluding Zahav Resources); |
| (ii) | one person (or more than one person acting as a group) acquires (or
has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock
possessing 30% or more of the total voting power of the stock of such corporation (excluding Zahav Resources); |
| (iii) | a majority of the members of the Board are replaced during any twelve-month
period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or
election; or |
4.5
Removal from the Board. In the event of that the Executive is removed from the Board
or fails to be reelected to the Board, the Executive shall be entitled to receive the following:
(a)
an increase in the Executive’s Base Salary in the amount of $100,000 payable in equal
installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence
on the Termination Date;
(b)
a grant of ten million (10,000,000) shares of Common Stock, to be issued no later than thirty
(30) days following the date the Executive is removed from the Board or fails to be reelected to the Board.
4.6
Notice of Termination. Any termination of the Executive's employment hereunder by the
Company or by the Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive's
death) shall be communicated by written notice of termination ("Notice of Termination") to the other party hereto
in accordance with Section 15. The Notice of Termination shall specify:
(a)
The termination provision of this Agreement relied upon;
(b)
To the extent applicable, the facts and circumstances claimed to provide a basis for termination
of the Executive's employment under the provision so indicated; and
(c)
The applicable Termination Date.
4.7
Termination Date. The Executive's Termination Date shall be:
(a)
If the Executive's employment hereunder terminates on account of the Executive's death, the
date of the Executive's death;
(b)
If the Executive's employment hereunder is terminated on account of the Executive's Disability,
the date that it is determined that the Executive has a Disability;
(c)
If the Executive terminates his employment hereunder with or without Good Reason, the date
specified in the Executive's Notice of Termination, which shall be no less than fourteen (14) days following the date on which
the Notice of Termination is delivered; and
(d)
If the Executive's employment hereunder terminates because either party provides notice of
non-renewal pursuant to Section 1, the Renewal Date immediately following the
date on which the applicable party delivers notice of non-renewal.
Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation
from service" within the meaning of Section 409A.
4.8
Mitigation. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement,
any amounts payable pursuant to this Section 4 shall not be reduced by compensation the Executive earns on account of employment
with another employer.
4.9
Resignation of All Other Positions. Upon termination of the Executive's employment
hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer
or member of the board of directors (or a committee thereof) of the Company or any of its affiliates.
5.
Cooperation. The parties agree that certain matters in which the Executive will be
involved during the Employment Term may necessitate the Executive's cooperation in the future. Accordingly, following the termination
of the Executive's employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with
the Company in connection with matters arising out of the Executive's service to the Company; provided that, the Company shall
make reasonable efforts to minimize disruption of the Executive's other activities. The Company shall reimburse the Executive for
reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial
time on such matters, the Company shall compensate the Executive at an hourly rate.
6.
Confidential Information. The Executive understands and acknowledges that during the
Employment Term, he will have access to and learn about Confidential Information, as defined below and the Executive shall return
all Confidential information to the Company.
6.1
Confidential Information Defined.
(a)
Definition.
For purposes of this
Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to
the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,
practices, methods, policies, plans, documents, research, strategies, techniques, agreements, contracts, terms of agreements, potential
transactions, negotiations, pending negotiations, know-how, trade secrets, applications, work-in-process, databases, records, material,
sources of material, supplier information, vendor information, results, legal information, pricing information, credit information,
supplier lists, vendor lists, developments, reports, discoveries, experimental processes, experimental results; and distributor
lists of the Company or its businesses or of any other person or entity that has entrusted information to the Company in confidence.
The Executive understands
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise
identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.
The Executive understands
and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as
if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall
not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided
that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive's behalf.
(b)
Disclosure and Use Restrictions.
The Executive agrees
and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose,
publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available,
in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority
to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside
of the direct employ of the Company except as required in the performance of the Executive's authorized employment duties to the
Company; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other
resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from
the premises or control of the Company, except as required in the performance of the Executive's authorized employment duties to
the Company or acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits
and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information
as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order.
7.
Restrictive Covenants.
7.1
Non-competition. Because of the Company's legitimate business interest as described
herein and the good and valuable consideration offered to the Executive, during the Employment Term and for the term of one (1)
year, to run consecutively, beginning on the last day of the Executive's employment with the Company, the Executive agrees and
covenants not to engage in Prohibited Activity within the State of Nevada.
For
purposes of this Section 7, "Prohibited Activity" is activity
in which the Executive contributes his knowledge, in whole or in part, as an employee, employer, owner, operator, manager, advisor,
consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity
engaged in the same or similar business as the Company, including those engaged in the business of mining and exploration in the
State of Nevada. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets,
proprietary information or Confidential Information.
This Section
7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
The Executive shall promptly provide written notice of any such order to the Company.
8.
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed
in accordance with the laws of New York without regard to conflicts of law principles. Any action or proceeding by either of the
parties to enforce this Agreement shall be brought only in a state or federal court located in the State of New York.
9.
Entire Agreement. Unless specifically provided herein, this Agreement contains all
of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence
in legal proceedings alleging breach of the Agreement.
10.
Modification and Waiver. No provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in writing by the parties. No waiver by either of the parties of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed
a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure
of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.
11.
Severability. Should any provision of this Agreement be held by a court of competent
jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken,
such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding
upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
The parties further
agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing
such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.
The parties expressly
agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth
herein.
12.
Captions. Captions and headings of the sections and paragraphs of this Agreement are
intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of
any section or paragraph.
13.
Counterparts. This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
14.
Successors and Assigns. This Agreement is personal to the Executive and shall not be
assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported
assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to
the benefit of the Company and permitted successors and assigns.
15.
Notice. Notices and all other communications provided for in this Agreement shall be
in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight
carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):
If to the Company:
Rimrock Gold Corp.
3651 Lindell Rd Suite #D155
Las Vegas, NV 89103
If to the Executive:
Rimrock Gold Corp.
3651 Lindell Rd Suite #D155
Las Vegas, NV 89103
Attn: Jordan Starkman
16.
Representations of the Executive. The Executive represents and warrants to the Company
that:
16.1
The Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding
to which he is a party or is otherwise bound.
16.2
The Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not violate any non-solicitation, non-competition or other similar covenant or agreement of a prior employer.
17.
Withholding. The Company shall have the right to withhold from any amount payable hereunder
any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable
law or regulation.
18.
Survival. Upon the expiration or other termination of this Agreement, the respective
rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry
out the intentions of the parties under this Agreement.
19.
Acknowledgment of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE
HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.
RIMROCK GOLD CORP.
|
RIMROCK GOLD CORP.
|
By_____________________
Name: Jordan Starkman
Title: President |
By_____________________
Name: Richard Redfern
Title: Director |
|
JORDAN STARKMAN
|
|
Signature: _____________________
Print Name: ____________________ |
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
RIMROCK GOLD CORP. 8-K
Exhibit 10.2
Employment Agreement
This Employment Agreement
(the "Agreement") is made and entered into as of February 2, 2015, by and between Richard R. Redfern (the "Executive")
and Rimrock Gold Corp., a Nevada Corporation (the "Company").
WHEREAS, the Company
desires to employ the Executive on the terms and conditions set forth herein; and
WHEREAS, the Executive
desires to be employed by the Company on such terms and conditions.
NOW, THEREFORE, in
consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:
1.
Term. The Executive's employment hereunder shall be effective as of February 2, 2015
(the "Effective Date") and shall continue until the third anniversary thereof, unless terminated earlier pursuant
to Section 4 of this Agreement. Thereafter, the Employment Term shall automatically renew for successive periods of one (1) year,
unless either party shall have given to the other at least thirty (30) days’ prior written notice of their intention not
to renew the Executive’s employment prior to the end of the Employment Term or the then applicable renewal term, as the case
may be. The period during which the Executive is employed by the Company hereunder, including any renewal term, is hereinafter
referred to as the "Employment Term."
2.
Position and Duties.
2.1
Position. During the Employment Term, the Executive shall serve as the VP Exploration
of the Company. In such position, the Executive shall have such duties, authority and responsibility as are consistent with the
Executive's position. The Executive shall also serve as a member of the board of directors of the Company (the "Board").
2.2
Duties. During the Employment Term, the Executive shall devote such business time and
attention as necessary to the performance of the Executive's duties hereunder.
3.
Compensation.
3.1
Base Salary. The Company shall pay the Executive an annual rate of base salary of $75,0000
in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. The
Executive's base salary shall be reviewed and renegotiated annually by the Board. The Executive's annual base salary, as in effect
from time to time, is hereinafter referred to as "Base Salary". In addition, the Executive shall receive 7,000,000
shares of the Company upon execution of this Agreement.
3.2
Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be
entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides
similar benefits or perquisites (or both) to similarly situated executives of the Company.
3.3
Employee Benefits. During the Employment Term, the Executive shall be entitled to participate
in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively,
"Employee Benefit Plans"), on a basis which is no less favorable than is provided to other similarly situated
executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans.
The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the
terms of such Employee Benefit Plan and applicable law.
3.4
Business Expenses. The Executive shall be entitled to reimbursement for all reasonable
and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance
of the Executive's duties hereunder in accordance with the Company's expense reimbursement policies and procedures.
3.5
Indemnification.
(a)
In the event that the Executive is made a party or threatened to be made a party to any action,
suit, or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), other than any
Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or
any of its affiliates with respect to this Agreement or the Executive's employment hereunder, by reason of the fact that the Executive
is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company
as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise,
the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director
of the Company/to the maximum extent permitted under applicable law from and against any liabilities, costs, claims and expenses,
including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees).
4.
Termination of Employment. The Employment Term and the Executive's employment hereunder
may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided
herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination
of the Executive's employment. Upon termination of the Executive's employment during the Employment Term, the Executive shall be
entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation
or any other benefits from the Company or any of its affiliates.
4.1
Expiration of the Term, for Cause or Without Good Reason.
(a)
The Executive's employment hereunder may be terminated upon the Executive’s failure
to renew the Agreement in accordance with Section 1, by the Company for Cause
or by the Executive without Good Reason. If the Executive's employment is terminated upon the Executive’s failure to renew
the Agreement, by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive:
| (i) | any accrued but unpaid Base Salary; and |
| (ii) | reimbursement for unreimbursed business expenses properly incurred
by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and |
| (iii) | such employee benefits (including equity compensation), if any, as
to which the Executive may be entitled under the Company's employee benefit plans as of the Termination Date; provided that, in
no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically
provided herein. |
Items 4.1(a)(i) through 4.1(a)(iii)
are referred to herein collectively as the "Accrued Amounts".
(b)
For purposes of this Agreement, "Cause" shall mean:
| (i) | the Executive's embezzlement, misappropriation or fraud, whether
or not related to the Executive's employment with the Company; |
| (ii) | the Executive's conviction of or plea of guilty or nolo contendere
to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude,
if such felony or other crime is work-related, materially impairs the Executive's ability to perform services for the Company or
results in material harm to the Company or its affiliates; |
Termination of the Executive's employment
shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the Board (excluding the Executive’s board vote), after reasonable
written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before
the Board, finding that the Executive is guilty of the conduct described in any of (i)-(ii) above. Except for a failure, breach
or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from
the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the
Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice
of such shorter period within which to cure as is reasonable under the circumstances.
(c)
For purposes of this Agreement, "Good Reason" shall mean the occurrence of
any of the following, in each case during the Employment Term without the Executive's written consent:
| (i) | a material reduction in the Executive's Base Salary other than a
general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; |
| (ii) | any material breach by the Company of any material provision of this
Agreement or any material provision of any other agreement between the Executive and the Company; |
| (iii) | the Company's failure to obtain an agreement from any successor to
the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no succession had taken place, except where such assumption occurs by operation of law; |
| (iv) | the Company's failure have the Executive elected and re-elected to
the Board, as applicable; |
| (v) | a material, adverse change in the Executive's title, authority, duties
or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable
law); |
Notwithstanding the foregoing, in
the event that a Change in Control (as defined below) occurs during the Employment Term, the Executive may terminate his employment
for any reason during the thirty-day period following the Change in Control and such termination shall be deemed to be for Good
Reason.
4.2
Non-renewal by the Company, Without Cause or for Good Reason. The Employment Term and
the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account
of the Company's failure to renew the Agreement in accordance with Section 1.
In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled
to receive the following:
(a)
a lump sum payment equal to three times the sum of the Executive's Base Salary for the year
in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs)
payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which
shall commence on the Termination Date;
(b)
a grant of ten million (10,000,000) non-dilutive shares of the Company’s common stock,
par value $0.001 (the “Common Stock”), to be issued no later than thirty (30) days following the Termination Date ("Executive
Shares”). The treatment of any outstanding equity awards shall be determined in accordance with the terms of such awards;
(c)
notwithstanding the terms of any applicable award agreements, all outstanding unvested stock
options granted to the Executive shall become fully vested and exercisable for the remainder of their full term.
4.3
Death or Disability.
(a)
The Executive's employment hereunder shall terminate automatically upon the Executive's death
during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b)
If the Executive's employment is terminated during the Employment Term on account of the Executive's
death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive
the following:
| (i) | the Accrued Amounts; and |
(c)
For purposes of this Agreement, Disability shall mean [the Executive's inability, due to physical
or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180)
days out of any three hundred sixty-five (365) days. Any question as to the existence of the Executive's Disability as to which
the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable
to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
4.4
Change in Control Termination.
(a)
Notwithstanding any other provision contained herein, if the Executive's employment hereunder
or service on the Board is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the
Agreement in accordance with Section 1 or without Cause (other than on account
of the Executive's death or Disability), in each case within twenty four (24) months following a Change in Control, the Executive
shall be entitled to receive the Accrued Amounts and the Executive shall be entitled to receive the following:
| (i) | a lump sum payment equal to three times the sum of the Executive's
Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which
the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date. |
(b)
Notwithstanding the terms of any equity incentive plan or award agreements, as applicable,
all outstanding unvested stock options granted to the Executive during the Employment Term shall become fully vested and exercisable
for the remainder of their full term;
(c)
For purposes of this Agreement, "Change in Control" shall mean the occurrence
of any of the following:
| (i) | one person (or more than one person acting as a group) acquires ownership
of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any
person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the
Company's stock and acquires additional stock (excluding Zahav Resources); |
| (ii) | one person (or more than one person acting as a group) acquires (or
has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock
possessing 30% or more of the total voting power of the stock of such corporation (excluding Zahav Resources); |
| (iii) | a majority of the members of the Board are replaced during any twelve-month
period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or
election; or |
4.5
Removal from the Board. In the event of that the Executive is removed from the Board
or fails to be reelected to the Board, the Executive shall be entitled to receive the following:
(a)
an increase in the Executive’s Base Salary in the amount of $100,000 payable in equal
installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence
on the Termination Date;
(b)
a grant of ten million (10,000,000) shares of Common Stock, to be issued no later than thirty
(30) days following the date the Executive is removed from the Board or fails to be reelected to the Board.
4.6
Notice of Termination. Any termination of the Executive's employment hereunder by the
Company or by the Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive's
death) shall be communicated by written notice of termination ("Notice of Termination") to the other party hereto
in accordance with Section 14. The Notice of Termination shall specify:
(a)
The termination provision of this Agreement relied upon;
(b)
To the extent applicable, the facts and circumstances claimed to provide a basis for termination
of the Executive's employment under the provision so indicated; and
(c)
The applicable Termination Date.
4.7
Termination Date. The Executive's Termination Date shall be:
(a)
If the Executive's employment hereunder terminates on account of the Executive's death, the
date of the Executive's death;
(b)
If the Executive's employment hereunder is terminated on account of the Executive's Disability,
the date that it is determined that the Executive has a Disability;
(c)
If the Executive terminates his employment hereunder with or without Good Reason, the date
specified in the Executive's Notice of Termination, which shall be no less than fourteen (14) days following the date on which
the Notice of Termination is delivered; and
(d)
If the Executive's employment hereunder terminates because either party provides notice of
non-renewal pursuant to Section 1, the Renewal Date immediately following the
date on which the applicable party delivers notice of non-renewal.
Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation
from service" within the meaning of Section 409A.
4.8
Mitigation. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement,
any amounts payable pursuant to this Section 4 shall not be reduced by compensation the Executive earns on account of employment
with another employer.
4.9
Resignation of All Other Positions. Upon termination of the Executive's employment
hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer
or member of the board of directors (or a committee thereof) of the Company or any of its affiliates.
5.
Cooperation. The parties agree that certain matters in which the Executive will be
involved during the Employment Term may necessitate the Executive's cooperation in the future. Accordingly, following the termination
of the Executive's employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with
the Company in connection with matters arising out of the Executive's service to the Company; provided that, the Company shall
make reasonable efforts to minimize disruption of the Executive's other activities. The Company shall reimburse the Executive for
reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial
time on such matters, the Company shall compensate the Executive at an hourly rate.
6.
Confidential Information. The Executive understands and acknowledges that during the
Employment Term, he will have access to and learn about Confidential Information, as defined below and the Executive shall return
all Confidential information to the Company.
6.1
Confidential Information Defined.
(a)
Definition.
For purposes of this
Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to
the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,
practices, methods, policies, plans, documents, research, strategies, techniques, agreements, contracts, terms of agreements, potential
transactions, negotiations, pending negotiations, know-how, trade secrets, applications, work-in-process, databases, records, material,
sources of material, supplier information, vendor information, results, legal information, pricing information, credit information,
supplier lists, vendor lists, developments, reports, discoveries, experimental processes, experimental results; and distributor
lists of the Company or its businesses or of any other person or entity that has entrusted information to the Company in confidence.
The Executive understands
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise
identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.
The Executive understands
and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as
if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall
not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided
that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive's behalf.
(b)
Disclosure and Use Restrictions.
The Executive agrees
and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose,
publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available,
in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority
to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside
of the direct employ of the Company except as required in the performance of the Executive's authorized employment duties to the
Company; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other
resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from
the premises or control of the Company, except as required in the performance of the Executive's authorized employment duties to
the Company or acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits
and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information
as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order.
7.
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed
in accordance with the laws of New York without regard to conflicts of law principles. Any action or proceeding by either of the
parties to enforce this Agreement shall be brought only in a state or federal court located in the State of New York.
8.
Entire Agreement. Unless specifically provided herein, this Agreement contains all
of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence
in legal proceedings alleging breach of the Agreement.
9.
Modification and Waiver. No provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in writing by the parties. No waiver by either of the parties of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed
a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure
of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.
10.
Severability. Should any provision of this Agreement be held by a court of competent
jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken,
such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding
upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
The parties further
agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing
such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.
The parties expressly
agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth
herein.
11.
Captions. Captions and headings of the sections and paragraphs of this Agreement are
intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of
any section or paragraph.
12.
Counterparts. This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
13.
Successors and Assigns. This Agreement is personal to the Executive and shall not be
assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported
assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to
the benefit of the Company and permitted successors and assigns.
14.
Notice. Notices and all other communications provided for in this Agreement shall be
in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight
carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):
If to the Company:
Rimrock Gold Corp.
3651 Lindell Rd Suite #D155
Las Vegas, NV 89103
If to the Executive:
Rimrock Gold Corp.
3651 Lindell Rd Suite #D155
Las Vegas, NV 89103
Attn: Richard R. Redfern
15.
Representations of the Executive. The Executive represents and warrants to the Company
that:
15.1
The Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding
to which he is a party or is otherwise bound.
15.2
The Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not violate any non-solicitation, non-competition or other similar covenant or agreement of a prior employer.
16.
Withholding. The Company shall have the right to withhold from any amount payable hereunder
any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable
law or regulation.
17.
Survival. Upon the expiration or other termination of this Agreement, the respective
rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry
out the intentions of the parties under this Agreement.
18.
Acknowledgment of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE
HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.
RIMROCK GOLD CORP.
|
RIMROCK GOLD CORP.
|
By_____________________
Name: Jordan Starkman
Title: President |
By_____________________
Name: Richard R. Redfern
Title: Director |
|
RICHARD R. REDFERN
|
|
Signature: _____________________
Print Name: ____________________ |
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
Rimrock Gold (PK) (USOTC:RMRK)
過去 株価チャート
から 8 2024 まで 9 2024
Rimrock Gold (PK) (USOTC:RMRK)
過去 株価チャート
から 9 2023 まで 9 2024