Filed by Bowne Pure Compliance



 




Exhibit 10.1


EXECUTIVE EMPLOYMENT AGREEMENT


THIS AGREEMENT is
effective as of the 1st day of January, 2008, by and between, Metalline Mining
Company, a Nevada corporation (the “Employer” or
“Company”) and Robert Devers (the “Executive”). In
consideration of the mutual covenants contained in this Agreement, the Employer
agrees to employ the Executive and the Executive agrees to be employed by the
Employer upon the terms and conditions hereinafter set forth.


ARTICLE 1

TERM OF
EMPLOYMENT


1.1 Initial
Term. The initial term of employment hereunder shall commence as of the
effective day first written above (“Commencement Date”) and shall
continue for a period of one year from that date.


1.2 Renewal;
Non- Renewal Benefits to Executive. At the end of the initial term of this
Agreement, and on each anniversary thereafter, the term of Executive’s
employment shall be automatically extended one additional year unless, at least
90 days prior to such anniversary, the Executive shall have delivered to
the Employer written notice that the term of the Executive’s employment
hereunder will not be extended. The Employer’s shall have the right to
provide such non-renewal notice to Executive, on the same terms and conditions.


ARTICLE 2

DUTIES OF THE
EXECUTIVE


2.1 Duties.
The Executive shall be employed with the title of


Chief Financial
Officer with responsibilities and authorities as are customarily performed by
such officer including, but not limited to those duties as may from time to
time be assigned to Executive by the President or Board of Directors of
Employer. Executive’s responsibilities and authorities for operating
policies and procedures, are subject to the general direction and control of
the Board of Directors of the Company.


2.2 Extent of
Duties. Executive shall devote all of his working time, efforts, attention
and energies to the business of the Employer.


ARTICLE 3

COMPENSATION OF THE
EXECUTIVE


3.1 Salary.
As compensation for services rendered under this Agreement, the Executive will
receive a salary of $165,000 per year, which shall be his base compensation.
Executive’s salary is payable in accordance with Employer’s normal
business practices.


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3.2
Benefits. Executive shall be entitled to vacation and holidays as
customarily extended to executive employees, which shall be a minimum of
25 days. Executive shall be entitled to participate in all of
Employer’s employee benefit plans and employee benefits, including any
retirement, pension, profit-sharing, stock option, insurance, hospital or other
plans and benefits which now may be in effect or which may hereafter be
adopted, it being understood that Executive shall have the same rights and
privileges to participate in such plans and benefits as any other executive
employee during the term of this Agreement. Participation in any benefit plans
shall be in addition to the compensation otherwise provided for in this
Agreement.


3.3
Expenses. Executive shall be entitled to prompt reimbursement for all
reasonable expenses incurred by Executive in the performance of his duties
hereunder.


ARTICLE 4

NON-COMPETITION;
CONFIDENTIALITY


4.1 During the term
of this Agreement, the Executive will offer to the Employer any investment or
other opportunity generally in the business in which the Company operates, of
which he may become aware. If after 30 days the Board of Directors of the
Employer refuses the opportunity to participate in the investment or venture,
the Executive may do so as permitted by Section 4.2 hereof and otherwise
only if Executive obtains a consent to do so from a majority of the directors.


4.2 The Executive
may make passive investments in companies involved in industries in which the
Company operates, provided any such investment does not exceed a 5% equity
interest, unless Executive obtains a consent to acquire an equity interest
exceeding 5% by a vote of a majority of the directors.


4.3 Except as
provided in Sections 4.1 and 4.2 hereof, the Executive may not participate
in any business or other areas of business in which the Company is engaged
during the term of this Agreement except through and on behalf of the Company.


4.4 During the term
of this Agreement, the Executive shall not own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation or control of any business which is engaged in the type
of business conducted by the Employer at the time this Agreement terminates. In
the event of the Executive’s actual or threatened breach of this
paragraph, the Employer shall be entitled to a preliminary restraining order
and injunction restraining the Executive from violating its provisions. Nothing
in this Agreement shall be construed to prohibit the Employer from pursuing any
other available remedies for such breach or threatened breach, including the
recovery of damages from the Executive.


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4.5 a. The
Executive recognizes and acknowledges that the information, business, list of
the Employer’s customers and any other trade secret or other secret or
confidential information relating to Employer’s business as they may
exist from time to time are valuable, special and unique assets of
Employer’s business. Therefore, Executive agrees as follows:


(1) That
Executive will hold in strictest confidence and not disclose, reproduce,
publish or use in any manner, whether during or subsequent to this employment,
without the express authorization of the Board of Directors of the Employer,
any information, business, customer lists, or any other secret or confidential
matter relating to any aspect of the Employer’s business, except as such
disclosure or use may be required in connection with Executive’s work for
the Employer.


(2) That upon
request or at the time of leaving the employ of the Employer the Executive will
deliver to the Employer, and not keep or deliver to anyone else, any and all
notes, memoranda, documents and, in general, any and all material relating to
the Employer’s business.


(3) That the
Board of Directors of Employer may from time to time reasonably designate other
subject matters requiring confidentiality and secrecy which shall be deemed to
be covered by the terms of this Agreement.


b. In the
event of a breach or threatened breach by the Executive of the provisions of
this paragraph 4.5, the Employer shall be entitled to an injunction
(i) restraining the Executive from disclosing, in whole or in part, any
information as described above or from rendering any services to any person,
firm, corporation, association or other entity to whom such information, in
whole or in part, has been disclosed or is threatened to be disclosed; and/or
(ii) requiring that Executive deliver to Employer all information, documents,
notes, memoranda and any and all other material as described above upon
Executive’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 Executive.


ARTICLE 5

TERMINATION OF
EMPLOYMENT


5.1
Termination. The Executive’s employment hereunder may be
terminated without any breach of this Agreement only under the following
circumstances:


1. By
Executive. Upon the occurrence of any of the following events, this
Agreement may be terminated by the Executive by written notice to Employer:


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(1) if
Employer makes a general assignment for the benefit of creditors, files a
voluntary bankruptcy petition, files a petition or answer seeking a
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any law, or there shall have been filed any
petition or application for the involuntary bankruptcy of Employer, or other
similar proceeding, in which an order for relief is entered or which remains
undismissed for a period of thirty days or more, or Employer seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or liquidator of
Employer or any material part of its assets;


(2) the sale
by Employer of substantially all of its assets;


(3) a
decision by Employer to terminate its business and liquidate its assets.


2. Death. This Agreement shall terminate upon the
death of Executive.


3. Disability. The Employer may terminate this
Agreement upon the permanent disability of the Executive. Executive shall be
considered disabled (whether permanent or temporary) if: (i) he is
disabled as defined in a disability insurance policy purchased by or for the
benefit of the Executive; or (ii) if no such policy is in effect, he is
incapacitated to such an extent that he is unable to perform substantially all
of his duties for Employer that he performed prior to such incapacitation.


4. Cause. The Employer may terminate the
Executive’s employment hereunder for Cause. For purposes of this
Agreement, the Employer shall have “Cause” to terminate the
Executive’s employment hereunder upon the following: (i) the
continued failure by the Executive substantially to perform his duties
hereunder (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness), after demand for substantial
performance is delivered by the Employer and Executive fails to substantially
perform in the 30 days following receipt of Employer’s demand; or
(ii) misconduct by the Executive which is materially injurious to the
Employer, monetarily or otherwise; or (iii) the willful violation by the
Executive of the provisions of this Agreement. For purposes of this Section, no
act, or failure to act, on the part of the Executive shall be considered
“willful” unless done, or omitted to be done, not in good faith and
without reasonable belief by him that his action or omission was in the best
interest of the Employer.


5.2 Notice of
Termination. Any termination of the Executive’s employment by the
Employer or by the Executive (other than termination pursuant to subsection
5.1.2 above) shall be communicated by written Notice of Termination to the
other party.


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5.3 Date of
Termination. “Date of Termination” shall mean (i) if the
Executive’s employment is terminated by his death, the date of his death;
(ii) if the Executive’s employment is terminated for Cause, the date
on which a Notice of Termination is received by the Executive; and
(iii) if the Executive’s employment is terminated for any other
reason stated above, the date specified in a Notice of Termination by Employer
or Executive, which date shall be no less than 30 days following the date
on which Notice of Termination is given.


5.4 Compensation
Upon Termination.


1. Following
the termination of this Agreement pursuant to Sections 5.1.1, the
Executive shall be entitled to compensation only through the Date of
Termination.


2. Following
the termination of this Agreement pursuant to Section 5.1.2, Employer
shall pay to Executive’s estate the compensation which would otherwise be
payable to Executive to the end of the month in which his death occurs. This
payment shall be in addition to life insurance benefits, if any, paid to
Executive’s estate under policies for which the Employer pays all
premiums and Executive’s estate is the beneficiary.


3. In the
event of permanent disability of the Executive as described in
Section 5.1.3, if Employer elects to terminate this Agreement, Executive
shall be entitled to receive compensation and benefits through the Date of
Termination; any such payment, however, shall be reduced by disability
insurance benefits, if any, paid to Executive under policies (other than group
policies) for which Employer pays all premiums and Executive is the beneficiary.


4. If
Executive is terminated by Employer for any reason other than Death, Disability
or Cause as set forth in this Article 5, then Executive is entitled to a
severance payment equal to twelve months salary under this Agreement.


5. If Employer
has a Change in Control and this Agreement is not renewed for the calendar year
following the calendar year in which the Change in Control occurs, then
Executive is entitled to a severance payment equal to twelve months salary
following the expiration of this Agreement. For purposes of this
Section 5.4(5), “Change in Control” means the occurrence of
any of the following:



	 	(i)	 	
the acquisition, by whatever means, by a
person (or two or more persons who in such acquisition have acted jointly or in
concert or intend to exercise jointly or in concert any voting rights attaching
to the securities acquired), directly or indirectly, of the beneficial
ownership of such number of voting securities or rights to voting securities of
the Company, which together with such person’s then owned voting
securities and rights to voting securities, if any, represent (assuming the
full exercise of such rights to voting securities) more than 30% of the
combined voting power of the Company’s then outstanding voting securities
and such person’s previously owned rights to voting securities; or







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	 	(ii)	 	
the amalgamation, consolidation or merger of
the Company with any other corporation pursuant to which the shareholders of
the Company immediately prior to such transaction do not own voting securities
of the successor or continuing corporation which would entitle them to cast
more than 30% of the votes attaching to shares in the capital of the successor
or continuing corporation which might be cast to elect directors of that
corporation;








	 	(iii)	 	
the sale, lease or transfer by the Company of
all or substantially all of the assets of the Company to any Person other than
a Related Corporation; or








	 	(iv)	 	
approval by the shareholders of the Company of
the liquidation, dissolution or winding-up of the Company; or








	 	(v)	 	
the election at a meeting of the
Company’s shareholders, as directors of the Company, of a number of
persons, who were not included in the slate for election as directors proposed
to the Company’s shareholders by the Company’s prior Board of
Directors, and who would represent a majority of the Board of Directors, or the
appointment as directors of the Company, of a number of persons which would
represent a majority of the Board of Directors, nominated by any holder of
voting shares of the Company or by any group of holders of voting shares of the
Company acting jointly or in concert and not approved by the Company’s
prior Board of Directors.







5.5
Remedies. Any termination of this Agreement shall not prejudice any
other remedy to which the Employer or Executive may be entitled, either at law,
equity, or under this Agreement.


ARTICLE 6

INDEMNIFICATION


To the fullest
extent permitted by applicable law, Employer agrees to indemnify, defend and
hold Executive harmless from any and all claims, actions, costs, expenses,
damages and liabilities, including, without limitation, reasonable
attorneys’ fees, hereafter or heretofore arising out of or in connection
with activities of Employer or its employees, including Executive, or other
agents in connection with and within the scope of this Agreement or by reason
of the fact that he is or was a director or officer of Employer or any
affiliate of Employer. To the fullest extent permitted by applicable law,
Employer shall advance to Executive expenses of defending any such action,
claim or proceeding. However, Employer shall not indemnify Executive or defend
Executive against, or hold him harmless from any claims, damages, expenses or
liabilities, including attorneys’ fees, resulting from the gross
negligence or willful misconduct of Executive. The duty to indemnify shall
survive the expiration or early termination of this Agreement as to any claims
based on facts or conditions which occurred or are alleged to have occurred
prior to expiration or termination.


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ARTICLE 7

GENERAL
PROVISIONS


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


7.2
Arbitration. 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.


7.3 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
Executive by the Employer. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been 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
promise not contained in this Agreement shall be valid or binding.


7.4 Successors
and Assigns. This Agreement, all terms and conditions hereunder, and all
remedies arising herefrom, shall inure to the benefit of and be binding upon
Employer, any successor in interest to all or substantially all of the business
and/or assets of Employer, and the heirs, administrators, successors and
assigns of Executive. Except as provided in the preceding sentence, 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.


7.5 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, addressed as follows:


	 	 	 	 
	 	
Executive: 

	 	Robert Devers 

2220 E. Weatherstone


Highlands Ranch, CO 80126


	 	

Employer: 

	 	Metalline Mining Company 

Attn: Wesley
Pomeroy, Compensation Committee Chairman 

6065 South Quebec Street,
Suite 200 

Centennial, CO 80111-4532


	 	


With a copy to: 

	 	Theresa M. Mehringer  
Burns, Figa &
Will, P.C. 

6400 South
Fiddlers Green Circle, Suite 1000

Greenwood Village,
CO 80111 







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or to 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.


7.6
Severability. 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.


7.7
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.


7.8 Survival of
Obligations. Termination of this Agreement for any reason shall not relieve
Employer or Executive of any obligation accruing or arising prior to such
termination.


7.9
Amendments. This Agreement may be amended only by written agreement of
both Employer and Executive.


7.10
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but 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.


7.11 Fees and
Costs. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys fees, costs and necessary disbursements in addition to
any other relief to which that party may be entitled.


IN WITNESS WHEREOF,
Employer and Executive enter into this Executive Employment Agreement effective
as of the date first set forth above.





	 	 	 	 	 
	 	 	Metalline Mining Company — “EMPLOYER”
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 	 	Wesley Pomeroy, Compensation Committee Chairman
	 
	 	 	 	 
	 	 	Robert Devers — “EXECUTIVE”
	 
	 	 	 	 
	 

	 	Signed	 	 
	 

	 	 	 	 
	 

	 	 	 	Robert Devers, Individually
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 









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