Exhibit 10.29


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT is to be effective the 30th day of March, 2006,
between U.S. Gold Corporation, a Colorado Corporation (the “Employer”) and William
F. Pass (the “Employee”).


 


WHEREAS, Employer desires to secure the continued employment of
Employee; and


 


WHEREAS, Employee desires to continue in the employ of Employer;


 


NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the Employer and Employee agree as follows:


 


ARTICLE 1


TERM OF
EMPLOYMENT


 


1.1                                 Employment. Effective with this Agreement, the
Employer agrees to employ the Employee and the Employee agrees to be employed
by the Employer upon the terms and conditions hereinafter set forth.


 


1.2                                  Term.  The employment of the Employee by the Employer
as provided herein shall commence as of the date of this Agreement and shall terminate
three years from such date, unless extended
by the Employee and Employer.


 


1.3                                 Office
and Support.  Employee shall be
provided an office to be located in Lakewood, Colorado or other location
mutually acceptable to both Employee and Employer, and reasonable and necessary
support staff at that location and/or through other office location(s) of the
Employer.


 


1.4                                  Place
of Performance.  In connection with
Employee’s employment by Employer, Employee shall be based out of the Denver,
Colorado area, except for required travel on Employer’s business to an extent reasonable
and necessary for the performance of the duties of Employee.


 


ARTICLE 2


DUTIES OF THE
EMPLOYEE


 


2.1                                 DUTIES. The Employee shall be employed with the
title of Vice President, Chief Financial Officer and Secretary and shall be
subject to the general direction and control of the Chief Executive Officer and
the President and Chief Operating Officer of Employer. Employee shall have such
responsibilities and authorities as are customarily performed by the Vice President,
Chief Financial Officer and Secretary, including but not limited to those
duties as may from time to time be assigned to Employee by the Board of Directors,
the Chief Executive Officer, and the President and Chief Operating Officer.


 

















 


2.2                                 Extent
of Duties.  Employee shall devote
substantially his full time, attention and energies to the business of the
Employer.


 


2.3                                 Disclosure
of Information.


 


2.3.1                        The
Employee recognizes and acknowledges that information, properties, prospects,
and business of the Employer and any other trade secrets or other secrets as
they may exist from time-to-time (collectively referred to as “Confidential
Information”, excluding information that is in the public domain) are valuable,
special and unique assets of Employer’s business. Therefore, Employee agrees
that:


 


(i)                                     Employee
will hold in strictest confidence and not disclose, reproduce, publish or use
in any manner during his employment, without the express authorization of the
Board of Directors and/or Chairman of the Board of the Employer, any
Confidential Information relating to any aspect of the Employer’s business,
except as such disclosure or use may be required in connection with
Employee’s work for the Employer.


 


(ii)                                  Upon
request or at the time of leaving the employ of the Employer, the Employee will
deliver to the Employer, and not keep or deliver to anyone else, any and all
Confidential Information and all notes, memoranda, documents and in general,
any and all materials, electronic or written, and any and all material relating
to the Employer’s business.


 


2.3.2                        In
the event of a breach or threatened breach by the Employee of the provisions of
this Section 2.3, the Employer shall be entitled to a restraining order or
an injunction (i) restraining the Employee from disclosing, in whole or in
part, any Confidential Information or from rendering any services to any
person, firm, corporation, association or other entity to whom such
Confidential Information, in whole or in part, has been disclosed or is
threatened to be disclosed; and/or (ii) requiring that Employee deliver to
Employer all Confidential Information, documents, notes, memoranda and any and
all discoveries or other material upon Employee’s leave of the employ of the
Employer. Nothing herein shall be construed as prohibiting the Employer from
pursuing other remedies available to the Employer for such breach or threatened
breach, including the recovery of damages from the Employee.


 


ARTICLE 3


COMPENSATION
OF THE EMPLOYEE


 


3.1                                Compensation.  (a)  As compensation for services
rendered under this Agreement, the Employee shall receive a salary of $115,266.84
per annum. (b)  The salary provided shall be paid in equal semi-monthly
installments in accordance with Employer’s normal practices. (c)  The
salary provided in this subsection shall in no way be deemed exclusive,
and shall not prevent the Employee from participating in any other compensation
or benefit plans for the benefit of the employees of the Employer.


 


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3.2                                Benefits.  Employee shall be entitled to four (4) weeks
paid vacation per year of employment (accrued on a monthly basis) and all paid
holidays as customarily extended to executive employees, provided that Employee
shall use his best efforts to schedule such vacation time so as not to
substantially interfere with the Employer’s business. Accrual of unused
vacation shall occur over a rolling 24 month period, at the end of which rolling
period any unused vacation accrued over 24 months old will be forfeited.
Employer shall provide for medical health and dental insurance for Employee and
his spouse with benefits generally consistent with that extended other
executive employees, or at the election of Employee, Employer shall directly pay
for such coverage or Employee shall be reimbursed by Employer for the actual
cost of generally comparably priced medical health and dental insurance as directly
maintained from time-to-time by the Employee. Employee shall be entitled to up
to 10 days of combined sick leave and personal leave per calendar year which
shall not accrue if not used. After exhaustion of this sick leave and personal
leave benefit, additional days taken off by Employee shall be considered and
charged under paid vacation benefit per above.


 


3.3                                 Expenses. Employee shall be entitled to prompt
reimbursement for all reasonable and allocable expenses incurred by Employee in
the performance of his duties hereunder. Employee shall provide Employer with
proper receipts and substantiation for such expenses. Employer shall advance
reasonable estimates of such expenses upon request of employee.


 


ARTICLE 4


TERMINATION OF
EMPLOYMENT


 


4.1                                 TERMINATION.       The Employee’s employment hereunder may be
terminated without any breach of this Agreement only under the following
circumstances:


 


4.1.1                       Death.  This Agreement shall terminate upon the death
of Employee. In such event Employer shall pay Employee’s estate an amount equal
to six (6) month’s salary, such amount being payable within three months
after his death.


 


4.1.2                        Disability. This Agreement shall not
terminate upon the temporary disability of the Employee, but the Employer may terminate
this Agreement upon the permanent disability of the Employee. “Disability” is
defined as a condition which prevents Employee’s ability to perform. In such
event, Employer shall pay the Employee an amount equal to six (6) month’s
salary, such amount being payable within three months after such termination.


 


4.1.3                        Cause.
The Employer may terminate the Employee’s employment hereunder for Cause. For
purposes of this Agreement, the Employer shall have “Cause” to terminate the
Employee’s employment hereunder upon the following:  (1) the willful and continued failure by
the Employee substantially to perform his duties hereunder (other than any
such failure resulting form the Employee’s incapacity due to physical or
mental illness, and/or Section 4.1.2), after demand for substantial
performance is delivered by the Employer that specifically identifies the
manner in which the Employer believes the


 


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Employee has not substantially performed his duties; or (2) the
willful engaging by the Employee in misconduct which is materially injurious to
the Employer, other than business decisions made in good faith; or (3) the
willful violation by the Employee of the provisions of this Agreement. In such
event, the Employer shall pay the Employee his salary through the date of
termination.


 


4.1.4                        Termination
by the Employee.  Upon the occurrence
of any of the following events this Agreement may be terminated by the
Employee:


 


	
  (i)

  	
   

  	
  the sale by Employer of substantially all
  of its assets to a single purchaser or to a group of affiliated purchasers;

  
	
  (ii)

  	
   

  	
  the sale, exchange or other disposition in
  one transaction or a series of related transactions, of at least 50% of
  the outstanding voting shares of Employer;

  
	
  (iii)

  	
   

  	
  a decision by Employer to terminate its business
  and liquidate its assets;

  
	
  (iv)

  	
   

  	
  the merger or consolidation of Employer
  with another entity or an agreement to such a merger or consolidation or any
  other type of reorganization where the Employer is not the surviving entity;

  
	
  (v)

  	
   

  	
  there is material change in Employee’s
  scope of authority, duties or responsibilities without his written consent,
  or Employee is required to report to any other person other than the
  President and Chief Operating Officer and/or the Chief Executive Officer.

  



 


If Employee elects to terminate this Agreement as provided under this
Subsection 4.1.4, the Employer shall pay Employee an amount equal to six (6) month’s
salary. Such payment shall be paid in full not later than 90 days following the
termination of this Agreement (notwithstanding any other employment Employee may obtain.)


 


4.1.5.                     Other
Termination by the Employee.  Employee
may terminate this Agreement for reasons other than as provided in 4.1.4 on
120 days’ prior written notice to Employer. In such event, the Employer shall
pay the Employee his salary through the date of termination.


 


4.1.6                        Other Termination by the
Employer.  Employer may terminate
this Agreement for reasons other than for Cause at any time by written notice
to the Employee stating the effective date of such termination, in which case
the Employer shall pay Employee an amount equal to six (6) month’s salary.
Such payment shall be paid in full not later than the effective date of such
termination of Employee.


 


4.2                                 Notice
of Termination.  Any termination of
the Employee’s employment by the Employer or by the Employee shall be
communicated by written Notice of Termination to the other party. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and


 


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circumstances claimed to provide a basis for termination of employment
under the provisions so indicated.


 


4.3                                 Date
of Termination.  “Date of Termination” shall mean (i) if
the Employee’s employment is terminated by his death, the date of his death;
and (ii) if the Employee’s employment is terminated for any other reason,
the date indicated in the Notice of Termination.


 


4.4                                 Remedies. Any termination of this Agreement shall
not prejudice any other remedy to which the Employer or Employee may be
entitled, either at law, equity, or under this Agreement.


 


ARTILE 5


INDEMNIFICATION


 


5.1                                Indemnification. To the fullest extent permitted by
applicable law, Employer agrees to indemnify Employee, his executors,
administrators or assigns, for any expenses which the Employee is or becomes
legally obligated to pay in connection with any proceeding. The Employer is
obliged to defend Employee, hold him harmless, and to advance his defense costs
to the fullest extent permitted by applicable law. As used in this Section the
term “proceeding” includes any threatened, pending or completed claim, action,
suit or proceeding, whether brought by or in the right of the Employer or
otherwise and whether of a civil, criminal, administrative or investigative
nature, in which the Employee may be or may have been involved as a
party or otherwise, by reason of the fact that Employee is or was an officer of
the Employer, by reason of any actual or alleged error or misstatement or
misleading statement made or suffered by the Employee, by reason of any action
taken by him or of any inaction on his part while acting as such officer,
or by reason of the fact that he was serving at the request of the Employer;
provided, that in each such case Employee acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Employer, and, in the case of a criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful. The Employer shall make a
diligent and reasonable commercial effort to obtain liability and errors and
omissions insurance policies for Directors and Officers, and the Employee will
be named as an insured in any such policies, renewals or replacement insurance policies.


 


ARTICLE 6


GENERAL
PROVISIONS


 


6.1                               Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado.


 


6.2                                 Entire
Agreement.  This Agreement supersedes
any and all other Agreements, whether oral or in writing, between the parties
with respect to the employment of the Employee by the Employer. Each party to
this Agreement acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been


 


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made by either party, or anyone acting on behalf of any party, that are
not embodied in this Agreement, and that no agreement, statement, or proxies
not contained in this Agreement shall be valid or binding.


 


6.3                                 Assignment. The rights and obligations of the
parties hereto may not be assigned or transferred by either party without
the prior written consent of the other party.


 


6.4                               Notices.  For purposes of this Agreement, notices,
demands and all other communications provided for in this agreement shall be in
writing and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage prepaid, or by
Fax with receipt confirmation followed by mail delivery, addressed as follows:


 


If to Employee:                William F. Pass


14820 W. 58th Place


Golden, CO 80403


Fax (303) 238-1724


 


If to Employer                     Chairman
of the Board of Directors


U.S. Gold Corporation


99 George Street, Third Floor


Toronto, Ontario, Canada M5A 2N4


Fax (647) 258-0408


 


Or such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.


 


6.5                                 Severability
and Reasonableness.  If any provision
of this Agreement is prohibited by or is unlawful or unenforceable under any
applicable law of any jurisdiction as to such jurisdiction, such provision
shall be ineffective to the extent of such prohibition without invalidating the
remaining provisions hereof. If any provision of this Agreement is found to be
unreasonable by a court of competent jurisdiction, then the provision shall be
modified by such court to make the provision reasonable.


 


6.6                                 Section Headings. The section headings used in this
Agreement are for convenience only and shall not affect the construction of any
terms of this Agreement.


 


6.7                                 Survival
of Obligations.  Termination of this
Agreement for any reason shall not relieve Employer or Employee of any
obligations accruing or arising prior to such termination.


 


6.8                                Amendments. This Agreement may be amended only
by written agreement of both Employer and Employee.


 


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6.9                                Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall constitute an original by all of
which, when taken together, shall constitute only one legal instrument. This
Agreement shall become effective when copies hereof, when taken together, shall
bear the signatures of both parties hereto. It shall not be necessary in making
proof of this Agreement to produce or account for more than one such counterpart instrument.


 


6.10                         Fees
and Costs.  Any controversy or claim
arising out of or relating to this Agreement or the breach thereof shall be
settled by arbitration in the City and County of Denver, Colorado in accordance
with the rules then existing of the American Arbitration Association and
judgment upon the award may be entered in any court having jurisdiction
thereof with the prevailing party entitled to reasonable attorneys fees and
costs as determined by the arbitrator(s). Each party shall pay fifty percent
(50%) of all fees and costs of the arbitrator(s) as well as all the costs of
its own counsel and witnesses, and all other costs associated with the
preparation and presentation of its case, unless, subject to the preceding
sentence, the decision of the arbitrator(s) shall specify a different apportionment
of any or all of such costs and expenses.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


“Employer”


U.S. Gold Corporation, a Colorado corporation


 


 


	
  By:

  	
  /s/ Ann S. Carpenter

  	
   

  	
   

  
	
  Ann S. Carpenter, President and Chief
  Operating Officer

  
	
   

  
	
   

  
	
  By:

  	
  /s/ William F. Pass

  	
   

  	
   

  
	
  William F. Pass, Employee

  



 


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