Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”)
is made effective as of April 24, 2015 (the “Effective Date”) between John Ryan (“Employee”) and Standard
Metals Processing, Inc., hereinafter referred to as (“SMPR” or the “Company”), who are hereinafter sometimes
collectively referred to as “the parties” or singularly as a “party.”


 


WITNESSETH


 


WHEREAS, SMPR wishes to appoint
Employee as the Company’s President and desires to memorialize his employment in this Agreement upon the terms and conditions
set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, the parties hereto agree as follows:


 


1. Employment Services. SMPR
hereby agrees to employ Employee as President and Employee hereby accepts such position under the terms and conditions set
forth herein. Employee shall be subject to all the usual and customary office policies and procedures of the Company as may from
time to time be established for Employees of similar grade and position.


 


2. Duties. 


 


		(a)	Employee shall serve as the President of the Company during the Term (as defined below) of this
Agreement. Employee shall carry out all assignments as set forth on Exhibit A attached hereto.



 


		(b)	Employee shall, if so requested by the Company, also serve with or without additional compensation,
as an officer, director or manager of entities from time to time directly or indirectly owned or controlled by the Company (each
an “Affiliate,” or collectively, the “Affiliates”).



 


3. Term. The term of the employment
shall be for One (1) year, commencing on the Effective Date (the “Term”), unless sooner terminated by the Company or
Employee in accordance with the terms of this Agreement or pursuant to Section 6 below.


 


4. Extent of Services. Employee
shall devote substantial time, attention and energy to his duties hereunder and shall use his best efforts to promote the business
of SMPR and/or its subsidiaries during the Term of this Agreement. Employee may engage in other activities, including serving on
the Board of Directors of other corporations/organizations, and/or advising other corporations/organizations in each case to the
extent that such activities do not materially detract from or limit the performance of Employee’s duties under this Agreement,
or inhibit in any material way the business of SMPR and/or its subsidiaries. Employee will not engage in any activity, paid or
otherwise, for a competitor of SMPR so long as this Agreement is in effect. Employee may invest his assets in such manner as will
not require any services to be performed on his part in the operation or affairs of the companies in which such investments are
made, but only if such investments are consistent with this Agreement. Employee shall perform all duties in a professional, ethical
and businesslike manner.


 


5. Compensation and Benefits. As
compensation for his services hereunder, during the Term of the Agreement, SMPR agrees:


 


		(a)	To grant Employee options to purchase common stock pursuant to the 2014 Option Plan as set forth
on Exhibit B attached hereto;



 


		(b)	To pay Employee salary as follows:



 


		i.	One Dollar ($1.00) for the first year;



 


		ii.	In the event the Company obtains capital sufficient to
complete the build out of the permitted custom processing toll milling facility located in Tonopah, Nevada and to meet its associated
operating costs, including administrative and general business expenses, Employee will thereafter receive a yearly salary of One
Hundred Fifty Thousand Dollars ($150,000.00).



 






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		iii.	Employee’s performance and salary will be reviewed
annually with any changes to this Agreement represented by an addendum hereto executed by both parties.



 


		(c)	To pay annual bonuses, if any bonuses are payable during the Term, which shall be determined by
the Board of Directors, in its sole discretion, in an amount and upon such other performance criteria as shall be fixed by the
Board of Directors based upon the performance of Employee and the Company during the same period.



 


		(d)	Employee shall be included in any pension plan in effect as of the date of this Agreement or affected
thereafter. Employee’s participation as described in the sentence immediately preceding shall be in relation to Employee’s
annual compensation as compared to any other individual’s participation based upon his annual compensation at the time of
this Agreement.



 


		(e)	SMPR will reimburse Employee for his direct expenses in connection with his duties hereunder including,
but not limited to, reasonable travel, entertainment and hotel expenses. Employee shall timely provide such receipts and other
documentation of his expenses before any reimbursements will be paid.



 


		(f)	Employee will be included in any health insurance or other benefit plan provided for senior management
and executives.



 


6. Termination. 


 


(a) This Agreement
shall be terminated upon the happening of any of the following:


 


		(i)	at the cessation of SMPR’s business activities
except as a result of a sale or merger;



 


		(ii)	upon the mutual consent of the parties hereto;



 


		(iii)	upon the death or disability of Employee, disability
shall be defined as an inability to perform duties and responsibilities for One Hundred Twenty (120) consecutive days as a result
of physical or mental illness or condition or loss of legal capacity;



 


		(iv)	the termination for any reason or no reason by Employee
upon Thirty (30) days written notice to the Company. However, Employee cannot terminate this Agreement during a Restricted Period.
“Restricted Period” shall mean the Thirty (30) day period immediately preceding the due date of a quarterly regulatory
filing and the Sixty (60) day period immediately preceding the due date of an annual regulatory filing. The due date of the regulatory
filing shall include any applicable extensions and extend until such quarterly or annual statement is filed.



 


		(b)	Termination by Company for Cause.“Cause”
for the purpose of this Agreement is defined as: (i) an intentional act of fraud, embezzlement, theft or any other material violation
of law committed by Employee; (ii) damage to Company’s assets; (iii) disclosure of Company’s confidential information;
(iv) breach of Employee’s obligations under this Agreement; (v) intentional engagement in any competitive activity which
would constitute a breach of Employee’s duty of loyalty or of Employee’s obligations under this Agreement; (vi) the
willful and continued failure to substantially perform Employee’s duties for Company (other than as a result of incapacity
due to physical or mental illness); (vii) willful conduct by Employee that is materially injurious to Company, monetarily or otherwise,
or (viii) failure to follow any reasonable written directives from the Board of Directors. Employee shall have Thirty (30) days
after receipt of written notice from the Company setting forth the actions or circumstances constituting “Cause” to
cure such actions or circumstances.



 


		(c)	If Employee is terminated under Section 6(a)(i)-(iii), Employee’s options shall vest, expire
and be exercisable pursuant to the Stock Option Grant. “Date of Termination” shall mean the final date of Employee’s
employment, not the date of notice of termination.



 






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7. Covenant not to Compete. Employee
hereby covenants and agrees that during the Term of this Agreement and for a period of One (1) year after termination of such Agreement
hereunder:


 


		(a)	Employee will not in any way, directly or indirectly, solicit, divert, take away or accept, the
business of any of the customers, suppliers or service providers of SMPR during the Term of this Agreement for the purpose of selling
to any such customer any product or service which was provided or offered by during the Term of this Agreement hereof.



 


		(b)	Employee will not directly or indirectly, attempt or seek to cause any of the foregoing customers,
suppliers or service providers of SMPR to refrain from maintaining or acquiring from or through SMPR any products or services,
or providing any products or services which were provided or offered by or to SMPR during the Term hereof, and will not assist
any other person or persons to do so. Employee agrees that telephonic or written communication by him to any of the Parties described
above shall constitute activity by Employee for the purposes of this Agreement.



 


		(c)	Employee will not enter into any contract with direct competitors of the Company or work for or
consult direct competitors of the Company on topics relating to the Company’s business. The Employee agrees that he will
not engage in, directly or indirectly, and in any capacity whatsoever, or have any financial interest in, any business operation
or in any party in competition with the Company.



 


		(d)	Attempt in any manner to persuade any investor or shareholder of the Company to cease investing
or reduce any investment in the Company.



 


		(e)	This Section 7 shall not apply if this Agreement is terminated under Section 6(a)(i).



 


8. Non – Disclosure.
Employee acknowledges that, in order for Employee to effectively perform his duties hereunder SMPR will disclose to Employee
certain valuable trade secrets and confidential business information that has been created, discovered or developed by, or that
otherwise has become known to SMPR as a result of substantial effort, expense and time incurred by SMPR or which has been assigned
or otherwise conveyed. In light of such acknowledgement, Employee hereby agrees as follows:


 


		(a)	Trade Secrets. Employee hereby acknowledges that certain processes, formulas and mechanisms
used by SMPR in its operation of its business, are not generally known to the public or to other persons engaged in businesses
similar to its business and, as such constitute its trade secrets. Employee hereby agrees never to directly or indirectly disclose
or use, or assist anyone else in disclosing or using such trade secrets to any person or entity other than as authorized in the
regular course of the performance of this Agreement.



 


		(b)	Confidential Information.



 


		(i)	Employee hereby agrees that during the Term of this Agreement and for a period of One (1) year
following termination of such employment, Employee will not divulge, disclose or make accessible to any person or entity the following
confidential business information (“Confidential Information”) of SMPR, including but not limited to: (1) e-mail addresses,
customer lists, the names of customer contacts, the names of investor contacts, investor lists, professional contacts, business
plans, technical data, product ideas, personnel, contracts and financial information; (2) patents, trade secrets, techniques, formulas,
formulations, components, ingredients, compounds, processes, business methodologies, schematics, employee suggestions, development
tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (3) information about
costs, profits, markets and sales; (4) plans for future development and new product concepts; (5) data relating to studies, clinical
trials, results of any studies or trials, regulatory applications, research, development, procedures and treatment plans; (6) all
documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded
or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments; (7) any and
all information provided to the Employee while on the Company’s Tonopah, Nevada property (the “Tonopah Property”);
(8) any land, machinery, individuals, production, operations, development, work, processes, or any other type of information the
Employee observes while at the Tonopah Property; and (9) any and all information provided to Employee regarding the Company or
conversations between the Employee and a representative of the Company.



 






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		(ii)	Employee recognizes and acknowledges that:



 


		(1)	the Confidential Information is a valuable, special and unique asset of the Company and that disclosure
of any Confidential Information would cause considerable harm to the Company’s operations and/or business reputation; and



 


		(2)	the disclosure of the Confidential Information to any other person or entity outside the Company
or use of the Confidential Information by or on behalf of any other person or entity could result in irreparable harm to the Company.



 


		(iii)	Employee shall not disclose, use or in any way implement
the Confidential Information to provide, enable or help others to provide services that are substantially similar to or competitive
with any of the Company’s projects, products or services without the written consent of the Company or as otherwise required
by law.



 


		(iv)	With respect to all Confidential Information, Employee
shall:



 


		(1)	protect and safeguard the Confidential Information against unauthorized use, publication, or disclosure
in any manner;



 


		(2)	not use any of Confidential Information except to perform the duties of President of the Company
as set out in this Agreement;



 


		(3)	not, directly or indirectly, in any way, reveal, reverse engineer, de-compile, disassemble, report,
publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by the Company
in accordance with this Agreement; and



 


		(4)	not restrict access to the Confidential Information to the Company’s officers, directors,
or employees who need such access for a permitted use.



 


9. Property of SMPR.
Employee agrees that upon termination of this Agreement, he will promptly deliver to SMPR all written and other materials in
his possession or control which contain any of the trade secrets and confidential business information described in this Agreement
and all other property of SMPR in his possession or control at such time, which was obtained from SMPR or complied or produced
for SMPR during the Term of this Agreement, including, but not limited to: (a) records; data, plans, programs, invoices, flow charts,
record layouts, computer printouts, magnetic tapes, diskettes, disks, card decks; (b) log-in and password information for all electronic
formats including but not limited to: bank(s), QuickBooks, and payroll company; and (c) letters and customer lists.


 


10. Non-solicitation
of Employees. During the Term of this Agreement and for One (1) year thereafter, Employee shall not hire or solicit for employment
directly or through or on behalf of any party, any persons who are then employees of SMPR. This Section 10 shall not apply if the
Agreement is terminated pursuant to Section 6(a)(i).


 


11. Relations with
Third Parties and Representations of the Parties.


 


		(a)	Employee agrees that SMPR may make known to others, either during or subsequent to the Term of
this Agreement, the existence of this Agreement and the provisions of all or any part hereof.



 


		(b)	Employee represents and warrants that:



 


		(i)	He is not in violation of any term of any employment contract, patent or other proprietary information
disclosure agreement of any other contract, agreement or any judgment, decree or order of any court or administrative agency relating
to or affecting his right to be retained by SMPR because of the nature of this business conducted or proposed to be conducted by
SMPR or for any other reasons;



 






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		(ii)	No such term, judgment, decree or order conflicts with his obligation to use his best efforts to
promote the interests of SMPR nor does the execution and delivery of this Agreement, nor the carrying on of SMPR business conflict
with any such term, judgment, decrees or order; and



 


		(iii)	Neither Employee nor any of his affiliates (as that term is defined under the Securities Act of
1933) are a party to any transaction, agreement or understanding to which SMPR is also a party except this Agreement or any agreement
executed hereunder, nor does he or any of his affiliates have any interest in any person or entity with whom SMPR does or intends
to do business.



 


		(c)	SMPR hereby makes the following representations in connection with this Agreement:



 


		(i)	SMPR is a corporation duly organized and validly existing by virtue of the laws of the state of
its incorporation and is in good standing under the laws thereof.



 


		(ii)	The execution of this Agreement by SMPR and the performance by it of the covenants and undertakings
hereunder have been duly authorized by all requisite corporate action, and approved by the Board of Directors and SMPR has the
corporate power and authority to enter into this Agreement and perform the covenants and undertakings to be performed by it hereunder
and is under no other impediment which would adversely affect its ability to consummate or prohibit it from meeting its obligation
hereunder.



 


		(iii)	This Agreement has been duly authorized, executed and delivered by SMPR and constitutes a valid
and legally binding obligation of SMPR enforceable in accordance with its terms.



 


12. Remedies, Survival,
and Severability.


 


		(a)	SMPR and Employee agree that in the event of breach of any of the covenants, agreements or obligations
under Sections 4, 7, 8, 9, 10 and 11 thereof, remedies at law would be inadequate and either party may seek injunctive relief as
well as damages.



 


		(b)	The covenants, agreements, representations, warranties and obligations contained in Sections 4,
7, 8, 9, 10 and 11 hereof shall survive the termination of this Agreement for the periods herein set forth.



 


		(c)	Each of the covenants, agreements and obligations contained in Sections 4, 7, 8, 9, 10 and 11 hereof
shall be independent and severable from the others and should any be for any reason held illegal, invalid or unenforceable in whole
or in part, said illegality, invalidity or unenforceability shall not affect the other covenants, agreements and obligations in
said Sections.



 


		(d)	In the enforcement of their rights hereunder, SMPR and Employee shall return all of their rights
under law or in equity to enforce the obligations of the other party hereunder or otherwise, and to seek relief for the acts of
the other party subject to the terms of this Agreement.



 


13. Miscellaneous.


 


		(a)	This Agreement embodies the entire agreement of the parties hereto relating to the subject matter
hereof. No amendment, modification, waiver or attempted waiver of this Agreement or any part hereof shall be valid or binding unless
made in writing and signed by both parties.



 


		(b)	All questions concerning the construction, validity, and interpretation of this Agreement and the
performance of the obligations imposed hereunder shall be governed by the laws of the State of New York, without giving effect
to the conflict of law or choice of law provisions thereof. Any dispute, controversy or claim arising out of this Agreement shall
be resolved in accordance with the rules of the Arbitration Association of America (“AAA”) applying New York law. Each
Party hereby waives its right to seek any remedy or claim for relief in court, including such Party’s right to a jury trial.
Notwithstanding the foregoing, any actions commenced under this Agreement shall be venued in either the United States District
Court for the Southern District of New York, or in the Supreme Court of New York, New York County.



 






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		(c)	Any notice required or permitted to be given pursuant to this Agreement shall be sufficiently given
when delivered or if sent by Certified mail postage prepaid, return receipt requested, on the third day after such mailing, to
the following address:



 


 


If to Standard Metals Processing,
Inc.:


 


			611 Walnut Street



			Gadsden, Alabama 35901



 


With a copy (which shall not
constitute notice) to the Company’s counsel:


 


Brinen
& Associates, LLC


7 Dey Street, Suite 1503


New York, New York 10007


 


If to Employee:


 


At the address set forth on
the signature page.


 


or, as to each
party, at such other address as shall be designated by such party in a written notice to the other party pursuant to the terms
of this section.


 


		(d)	This Agreement may be executed in one or more counterparts, each of which shall be deemed to be
original, but all of which together shall constitute one and the same instrument.



 


		(e)	The headings of the sections and subsections hereof have been inserted as a matter of convenience
and shall not be used in the interpretation of any provisions of this Agreement.



 


		(f)	The failure of either party hereto in any one or more instances to insist upon the performance
of any of the terms or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement or the
waiver by either party of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as thereafter
waiving any such terms, conditions, rights, privileges or covenants, and the same shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred.



 


		(g)	Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions
of this Agreement in any other jurisdiction. Further, to the extent that any term or provision hereof is deemed invalid, void or
otherwise unenforceable, but may be made enforceable by amendment thereto, the parties agree that such amendment may be made so
that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied
in any such jurisdiction in which enforcement is sought.



 


14. Entire
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.


 


 


[SIGNATURE PAGE TO FOLLOW]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement under their seals as of the date and year first written above.


 





	The Company:	 	Employee:
	Standard Metals Processing, Inc.	 	John Ryan
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/: Sharon Ullman 	 	By:	/s/: John Ryan
	Name: Sharon Ullman	 	 	 
	Title: Chief Executive Officer, President and Executive Chairwoman	 	Address:	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 



 






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Exhibit A


Duties and Responsibilities


 


The duties and responsibilities set forth
below shall be incorporated by reference into the Employment Agreement (the “Agreement”) entered into by Standard Metals
Processing, Inc. (the “Company”) and John Ryan (“Employee”) on the Effective Date. All terms not defined
below shall have the same meaning as set forth in the Agreement. This Exhibit A may be amended from time to time and upon executed
shall become a part of the Agreement.


 


Employee shall carry out all assignments
including:


 


		(i)	Supervise employees of the Company and its subsidiaries and report to the Board of Directors;



 


		(ii)	Work closely with the Management of the Company and subsidiaries to oversee operations;



 


		(iii)	Oversight of processing permit application(s);



 


		(iv)	Oversight of the development and build out of the Tonopah Property;



 


		(v)	Procure and execute contracts for ore processing;



 


		(vi)	Work with existing officers and directors to build and develop management teams at the parent and
subsidiary level;



 


		(vii)	Lead the Company’s efforts to raise capital including interfacing with the Company’s
advisors and current and prospective investors; and



 


		(viii)	Responsibility for top line revenue and pre-tax profits; and



 


		(ix)	Perform such other duties as are incident to the office of President.



 


The parties hereto have executed this Exhibit
A to the Employment Agreement setting for the Employee’s duties and responsibilities as of the date below.


 


 





	The Company:	 	Employee:
	Standard Metals Processing, Inc.	 	John Ryan
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/: Sharon Ullman 	 	By:	/s/: John Ryan
	 	 	 	 	 
	Name: Sharon Ullman	 	 	 
	Title: Chief Executive Officer, Executive Chairwoman
and Compensation Committee Member	 	Date:	April 24, 2015
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 






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Exhibit B


Stock Option Grants


 


 


 


 


 


 


 


 


 






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