ex10-53.htm


Exhibit 10.53




 


 


SECOND AMENDMENT TO


FEBRUARY 1, 2003


GLOBAL GOLD CORPORATION – JAN DULMAN


EMPLOYMENT AGREEMENT


 


AMENDMENT, entered as of June 30, 2012 and effective as of the 1st day of August, 2012, between Global Gold Corporation, a Delaware corporation (the “Corporation”), and Jan Dulman (the “Employee”), to the Employment Agreement, dated as of June 15, 2007, as amended as of August 11, 2009 (the “Agreement”), between the parties;


 


W I T N E S S E T H:


 


WHEREAS, the Company has employed the Employee as Chief Financial Officer and needs to retain the continued active service of the Employee in light of the Corporation’s obligation and in light of other considerations;


 


WHEREAS, the Corporation and the Employee desire to enter into an amendment and extension of the Agreement on the terms and conditions hereinafter set forth;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.           CHANGE IN TERM OF AGREEMENT.  The term of the Agreement is hereby hereby extended until July 31, 2015 and Section 2 of the Agreement is hereby amended to read as follows:


 


“TERM.  The term of this Agreement, as amended effective August 1, 2012, shall commence on June 1, 2007 and end on July 31, 2015, and shall be automatically renewed for consecutive one-year periods thereafter unless (a) terminated by the Employee on 120 days written notice prior to the expiration of the initial term hereof, (b) terminated by either party on 120 days written notice prior to the expiration of the second year hereof or any year thereafter or (c) sooner terminated as otherwise provided herein.”


 




  





  











  






2.           COMPENSATION.  The Corporation shall increase Employee's annual salary to $165,000 per annum.  In addition, Employee is awarded as additional base compensation a Restricted Stock Award of 300,000 shares vesting in semi-annual installments through July 31, 2015, and pursuant to the terms set forth in the Restricted Stock Award attached.  Effective August 1, 2012, Section 3(a) of the Agreement is hereby amended to read as follows:


 


(a)           “Base Compensation.  In consideration for the services rendered by the Employee under this Agreement, as amended effective August 1, 2012, the Company shall deliver to the Employee as base compensation a total of  Three Hundred Thousand shares of the common stock of Global Gold Corporation pursuant to the terms of the Restricted Stock Award attached hereto as Exhibit A (the “Restricted Stock Award”).  In addition to the foregoing, the Company shall pay to the Employee, as base compensation, the sum of $165,000 for each 12-month period commencing on and after August 1, 2012 during the term of this Agreement, payable in equal monthly installments on the 15th day of each month.  In addition and pursuant to the decision of the Compensation Committee, Employee shall be awarded Three Hundred Thousand (300,000) shares of common stock of Company  vesting in semi annual installments through July 31, 2015 all in accordance with the terms and conditions above.”


 


3.           SURVIVAL OF AGREEMENT.  This Amendment is limited as specified above and shall not constitute a modification or waiver of any other provision of the Agreement except as required by terms agreed here.  Except as specifically amended by this Amendment, the Agreement terms shall remain in full force and effect and all of its terms are hereby ratified and confirmed.


 


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.


 


GLOBAL GOLD CORPORATION


 





	 	 	 	 	 	 
	By:	
 

	 	 	
 

	 
	Van Z. Krikorian, Chairman and CEO 	 	 	
Jan Dulman

	 
	 	
 

	 	 	
 

	 







                                                     




  





  











  


EXHIBIT A











Global Gold Corporation


555 Theodore Fremd Avenue


Rye, NY 10528







August 1, 2012



Mr. Jan Dulman




13 Hickory Place


Livingston, NJ 07039












Re:           Restricted Stock Award







Dear Mr. Dulman:







As consideration for your employment agreement, as amended effective August 1, 2012, with Global Gold Corporation (the “Corporation”)   and as   an inducement for your rendering of services to the Corporation, we hereby grant you Three Hundred Thousand (300,000) shares of the Common Stock of Global Gold Corporation, evidenced by a certificate of shares of our common stock, $.001 par value per share (the "Shares"), subject to applicable securities law restrictions and the terms and conditions set forth herein:


 


1.           For the first six month period commencing August 1, 2012 within which you render the services provided herein, you shall become fully vested in one sixth of the total Shares granted hereunder.  For the next six month periods thereafter commencing on February 1, 2013 through July 31, 2015, you shall become fully vested in an additional one sixth of the total Shares granted hereunder.  Thus, if you complete six, twelve, eighteen, twenty four, thirty and then thirty six months of service as provided hereunder, you shall be vested in 50,000, 100,000, 150,000, 200,000, 250,000, and then 300,000 of the Shares granted hereunder, respectively.


 


2.           In the event of your termination of your employment on or before the expiration of the initial six month period commencing with the date hereof or any subsequent six month period thereafter during the thirty six month period commencing with August 1, 2012 for any reason, you shall forfeit all right, title and interest in and to any of the Shares granted hereunder which have not become vested in you, without any payment by the Company therefore unless mutually agreed otherwise, except in the case of a Change in Control. All Shares shall vest upon the occurrence of a Change of Control (as defined herein) without further action by you or the Corporation.


 




  





  











  











3.           (a)           Any Shares granted hereunder are not transferable and cannot be assigned, pledged, hypothecated or disposed of in any way until they become vested, and may be transferred thereafter in accordance with applicable securities law restrictions.  Any attempted transfer in violation of the Section shall be null and void.


 


              (b)           Notwithstanding anything contained in this Agreement to the contrary, after you become vested in any of the Shares granted hereunder, no sale, transfer or pledge thereof may be effected without an effective registration statement or an opinion of counsel for the Corporation that such registration is not required under the Securities Act of 1933, as amended, and any applicable state securities laws.







4.           During the period commencing with the date hereof and prior to your forfeiture of any of the Shares granted hereunder, you shall have all right, title and interest in and to the Shares granted hereunder, including the right to vote the Shares and receive dividends or other distributions with respect thereto.







5.           You shall be solely responsible for any and all Federal, state and local income taxes arising out of your receipt of the Shares and your future sale of other disposition of them.







6.           This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Federal or state court in the City of New York in the State of New York, (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any Federal or state court in the City of New York in the State of New York, in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement.  All parties hereto agree that the mailing of any process in any suit, action or proceeding at the addresses of the parties shown herein shall constitute personal service thereof.







7.           If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unen­forceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.







8.           This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs and successors and, in the case of the Corporation, its assigns.







9.           This Agreement may not be amended except in a writing signed by all of the parties hereto.









  





2











  






10.           Nothing contained herein shall be construed to create an employment agreement between the Corporation and you or require the Corporation to employ or retain you under such a contract or otherwise.







11.      Notwithstanding anything contained this in Agreement to the contrary the Shares shall become fully vested upon your death or upon your becoming disabled, which shall mean you shall have been unable to render all of your duties by reason of illness, injury or incapacity (whether physical or mental) for a period of six consecutive months, determined by an independent physician selected by the Board of Directors of the Corporation.







12.           Notwithstanding anything contained this in Agreement to the contrary:


 


(a)           the Shares shall become fully vested upon the occurrence of a Change of Control (as defined in this Section 12), which shall occur upon


 


(i)           (a) thirty-five percent (35%) or more of the outstanding voting stock of the Corporation has been acquired by any person (as defined by Section 3 (a) (9) of the Securities Exchange Act of 1934, as amended) other than directly from the Corporation; (b) there has been a merger or equivalent combination involving the Corporation after which 49% or more of the voting stock of the surviving corporation is held by persons other than former shareholders of the Corporation; (c) twenty percent (20%) or more of the members of the Board elected by shareholders are persons who were not nominated in the then most recent proxy statement of the Corporation; or (d) the Corporation sells or disposes of all or substantially all of its assets.


 


(ii)           any “person”, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or persons acting in concert (other than Drury J. Gallagher, Firebird Global Master Fund, Ltd., Van Z. Krikorian or any of their affiliates) become the “beneficial owner” or “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time), directly or indirectly, of the Corporation’s securities representing more than 50% of the combined voting power of the Corporation’s then outstanding securities, pursuant to a plan of such person or persons to acquire such controlling interest in the Corporation, whether pursuant to a merger (including a merger in which the Corporation is the surviving corporation), an acquisition of securities or otherwise; and


 


(b)           A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.


 




  





3











  






(c)           The Shares shall become fully vested upon your death or upon your becoming disabled, which shall mean you shall have been unable to render all of your duties by reason of illness, injury or incapacity (whether physical or mental) for a period of six consecutive months, determined by an independent physician selected by the Board of Directors of the Corporation.


 


13.           In the event of any conflict between the terms of this Agreement and of the Employment Agreement, the provisions contained in this Agreement shall control.







If this letter accurately reflects our understanding, please sign the enclosed copy of this letter at the bottom and return it to us.







Very truly yours,


Global Gold Corporation












By:__________________________


Van  Krikorian, Chairman







Agreed:












______________________________


Jan Dulman




4