Exhibit
10.1


 


GENERAL
RELEASE AND SEVERANCE AGREEMENT


 


This
General Release and Severance Agreement (the “Agreement”), dated as of March 19, 2021, is made and entered
into by and between Edward Karr (“Employee”) and U.S. Gold Corp. (the “Company”).


 


For
good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable
separation of employment from the Company and to resolve and settle finally, fully, and completely all matters and disputes that
now or may exist between them, as set forth below, Employee and the Company agree as follows:


 


1.
Separation from Employment. For the mutual benefit of Employee and the Company, the parties have agreed that Employee shall
transition his Executive Chairman position and responsibilities with the Company and shall provide the transition services set
forth in Section 5 herein through and including March 19, 2021 (the “Separation Date”). Upon the Separation
Date, Employee’s employment with the Company shall cease, and he shall relinquish all positions, directorships, offices,
and authority with the Company and any affiliates. Employee acknowledges and agrees that, except for the payments described hereunder,
Employee has no rights to any other wages and other compensation or remuneration of any kind due or owed from the Company, including,
but not limited, to all wages, reimbursements, bonuses, advances, vacation pay, severance pay, vested or unvested equity or stock
options, awards, retention, change in control, sale bonus, or other transaction-based payments, and any other incentive-based
compensation or benefits to which Employee was or may become entitled or eligible.


 


2.
Employment Agreement. The employment agreement between Employee and the Company, effective December 4, 2020 (the “Employment
Agreement”), shall terminate forever, and no party shall have any further obligation or liability thereunder, except
that Employee acknowledges and agrees that Section 4.5 (Clawback Rights), Section 5 (Indemnification), Section 6 (D&O Insurance),
Section 10 (Restrictive Covenants), Section 11 (Confidential Information), Section 12 (Work Product and Copyrights), Section 13
(Inventions and Patents), Section 14 (Non-Disparagement), Section 17 (Remedies), Section 18 (Dispute Resolution), Section 20 (Disclosure),
Section 25 (Severability), Section 26 (Waivers), Section 27 (Governing Law), Section 28 (409A Savings Clause), and Section 29
(Golden Parachute Limitation) of the Employment Agreement, and all provisions thereunder, shall remain in full force and effect
in accordance with their terms through and following the Separation Date.


 


3.
Continuing Obligations. Employee shall remain bound by, and agrees to comply with, any other obligations that survive an employment
termination as set forth in any other agreement or employee policy to which he became subject during and in connection with his
employment with the Company. For the purposes of Employee’s continuing obligations set forth herein and as otherwise set
forth in this Agreement, “Company” shall be defined as broadly as possible to include, without limitation, any affiliates
and related entities of the Company.


 




    	 



     


    

 


4.
Consideration. In consideration of this Agreement and the release herein, his compliance with his obligations hereunder, and
his waiver of any right or eligibility to receive any future change in control, transaction bonus, sale bonus, or similar payments,
the Company will provide Employee with the following: any equity awards granted to Employee by the Company pursuant to its 2014
Equity Incentive Plan (the “2014 Plan”), 2017 Equity Incentive Plan (the “2017 Plan”),
or 2020 Plan (the 2014 Plan, 2017 Plan, and 2020 Plan are collectively referred to herein as, the “Equity Plans”)
during the term of Employee’s employment, shall be 100% vested and retained by Employee, notwithstanding any terms in an
award agreement or plan document regarding forfeiture of such awards under the Equity Plans upon termination of employment (provided
that the foregoing shall not in any way extend the awards beyond their original term). For the avoidance of any doubt, Employee
acknowledges and agrees that he shall not be eligible for any additional compensation or benefits set forth in Section 9 of the
Employment Agreement or any future change in control, sale bonus, or other transaction-based payments from the Company or any
affiliate.


 


In
addition, the Company shall pay for the reasonable costs actually incurred, up to a maximum of US$ 10,000, by Employee to obtain
such legal, financial, or tax advice related to his receipt of payments from the Company in connection with his termination of
employment with the Company, his provision of the Transition Services (defined below), or otherwise related to this Agreement
(“Professional Fees”), which Professional Fees may include, without limitation, the preparation and
filing of any related tax returns or securities exchange filings, and Employee shall provide the Company with such documentation
or other information reasonably necessary for the Company to substantiate the amount and reasonableness of the Professional Fees
prior to any payments of Professional Fees by the Company pursuant to this paragraph of Section 4.


 


5.
Transition Services. From the date hereof through the Separation Date, Employee shall continue as the Company’s Executive
Chairman and shall perform such transition services as the Company may request, including, without limitation, those relating
to the transition of his positions, offices, authority, duties, or responsibilities with the Company. Employee also agrees to
assist with the execution of all documents and all other instruments which the Company shall deem necessary to accomplish any
such transition (“Transition Services”). Following the Separation Date through the first anniversary
thereof, or such later date as is mutually agreed to by the parties, Employee shall provide consulting services to the Company
concerning such matters and responsibilities as are reasonably requested by the Company for certain fees, as set forth in that
certain Consulting Agreement by and between the Employee and the Company, dated March 19, 2021.


 


6.
Cooperation. Employee further agrees to cooperate fully and make himself reasonably available to the Company (and its representatives
and advisors) in any pending or future governmental or regulatory investigation, inquiry, or request for information, or civil,
criminal, or administrative proceeding or arbitration, in each case involving the Company. Employee agrees that, upon reasonable
notice and without the necessity of the Company’s obtaining a subpoena or court order, he shall reasonably respond to all
reasonable inquiries of the Company about any matters concerning the Company or its affairs that occurred or arose during his
employment by the Company, of which matters he has knowledge or information.


 




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7.
Release of Claims. For and in consideration of the right to receive the consideration described in Section 4 of this Agreement,
Employee fully and irrevocably releases and discharges the Company, including all of its affiliates, parent companies, subsidiary
companies, employees, owners, directors, officers, principals, agents, insurers, and attorneys (collectively, the “Releasees”)
from any and all actions, causes of action, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies,
agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or unknown, at law or in equity,
by contract (express or implied), in tort, or pursuant to statute, or otherwise (collectively, “Claims”)
arising or existing on, or at any time prior to, the date this Agreement is signed by Employee. Such released Claims include,
without limitation, Claims relating to or arising out of: (i) Employee’s hiring, compensation, benefits and employment with
the Company, (ii) Employee’s separation from employment with the Company, and (iii) all Claims known or unknown or which
could or have been asserted by Employee against the Company, at law or in equity, or sounding in contract (express or implied)
or tort, including claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national
origin, color, disability, religion, veteran, military status, pregnancy, sexual orientation, or any other form of discrimination,
harassment, or retaliation, including, without limitation, age discrimination claims under the Age Discrimination in Employment
Act; the Americans with Disabilities Act; claims under Title VII of the Civil Rights Act of 1964; the Rehabilitation Act; the
Equal Pay Act; the Family and Medical Leave Act, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Civil Rights Act of 1866
and/or 1871; the Sarbanes Oxley Act; the Employee Polygraph Protection Act; the Uniform Services and Employment and Re-Employment
Rights Act; the Worker Adjustment Retraining Notification Act; the National Labor Relations Act and the Labor Management Relations
Act; Nevada’s anti-discrimination laws any other similar or equivalent state laws; and any other federal, state, local,
municipal or common law whistleblower protection claim, discrimination or anti-retaliation statute or ordinance; claims arising
under the Employee Retirement Income Security Act; claims arising under the Fair Labor Standards Act; or any other statutory,
contractual or common law claims.


 


8.
No Legal Actions. Employee represents that Employee has not filed or caused to be filed any lawsuit, complaint, or charge
against the Company in any court, any municipal, state, or federal agency, or any other tribunal. To the fullest extent permitted
by law, Employee agrees not to sue or file a complaint in any court, or file or pursue a demand for arbitration, pursuing any
Claims released under this Agreement, or assist or otherwise participate in any such proceeding asserting such a Claim. Employee
warrants further that he has not assigned or conveyed to any other person or entity any of his or its rights, including any of
the Claims released in this Agreement. Employee further expressly waives any claim to any monetary or other damages or any other
form of recovery in connection with any proceeding made by him in violation of this Agreement.


 


9.
No Interference. Nothing in this Agreement is intended to interfere with Employee’s right to report possible violations
of federal, state, or local law or regulation to any governmental or law enforcement agency or entity (including, without limitation,
the Securities and Exchange Commission), or to make other disclosures that are protected under the whistleblower provisions of
federal or state law or regulation. Employee further acknowledges that nothing in this Agreement is intended to interfere with
Employee’s right to file a claim or charge with, or testify, assist, or participate in an investigation, hearing, or proceeding
conducted by, the Equal Employment Opportunity Commission (the “EEOC”), any state human rights commission,
or any other government agency or entity. However, by executing this Agreement, Employee hereby waives the right to recover any
damages or benefits in any proceeding Employee may bring before the EEOC, any state human rights commission, or any other government
agency or in any proceeding brought by the EEOC, any state human rights commission, or any other government agency on Employee’s
behalf with respect to any claim released in this Agreement; provided, however, for purposes of clarity, Employee does not waive
any right to any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or any other similar provision.


 




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10.
Review and Consultation. Employee acknowledges that: (a) this Agreement is written in terms and sets forth conditions in a
manner which he understands; (b) he has carefully read and understands all of the terms and conditions of this Agreement; (c)
he agrees with the terms and conditions of this Agreement; and (d) he enters into this Agreement knowingly and voluntarily. Employee
acknowledges that he does not waive rights or claims that may arise after the date this Agreement is executed, that he has been
given twenty-one (21) days from receipt of this Agreement in which to consider whether he wanted to sign it, that any modifications,
material or otherwise made to this Agreement do not restart or affect in any manner the original twenty-one (21) day consideration
period, and that the Company advises Employee to consult with an attorney before he signs this Agreement. The Company agrees,
and Employee represents that he understands, that he may revoke his acceptance of this Agreement at any time for seven (7) days
following his execution of the Agreement and must provide notice of such revocation by giving written notice to the Company. If
not revoked by written notice received on or before the eighth (8th) day following the date of his execution of the
Agreement, this Agreement shall be deemed to have become enforceable and on such eighth (8th) day.


 


11.
No Further Services. Employee agrees that he will not seek, apply for, accept, or otherwise pursue employment, engagement,
or arrangement to provide further services with or for the Company, as an employee, independent contractor or otherwise, except
as provided herein.


 


12.
Confidentiality of Agreement. Employee agrees that he will keep both the fact of this Agreement and the terms of this Agreement
confidential, and will not disclose the fact of this Agreement or the terms of this Agreement to anyone other than Employee’s
spouse/registered domestic partner, attorney or accountant/tax advisor, unless otherwise required to under applicable law or regulation
after providing reasonable notice in writing to the Company and a reasonable opportunity to challenge any such disclosure.


 


13.
Governing Law/Venue. The parties agree that the Agreement shall be governed by and construed under the laws of the State of
Nevada. In the event of any dispute regarding this Agreement or Employee’s employment, the parties hereby irrevocably agree
to submit to the federal and state courts situated in [Nevada], and Employee agrees that he shall not challenge personal or subject
matter jurisdiction in such courts. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY
CONNECTED WITH, OR RELATED OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, OR IN EQUITY, OR OTHERWISE.


 




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14.
Voluntary. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties
hereto. The parties acknowledge that they have had ample opportunity to have this Agreement reviewed by the counsel of their choice.


 


15.
Acknowledgment. Employee acknowledges and agrees that the consideration provided herein is consideration to which Employee
is not otherwise entitled except pursuant to the terms of this Agreement and are being provided in exchange for Employee’s
compliance with his obligations set forth hereunder.


 


16.
No Admission of Liability. This Agreement shall not in any way be construed as an admission by the Company or Employee of
any acts of wrongdoing or violation of any statute, law, or legal right.


 


17.
No Third-Party Beneficiaries. Except as expressly provided to the contrary in this Agreement, no third party is intended to
be, and no third party shall be deemed to be, a beneficiary of any provision of this Agreement. Employee agrees that all Releasees
shall be express third-party beneficiaries of this Agreement (and the release of Claims contained herein) and shall be permitted
to enforce the terms of this Agreement as if they were parties hereto.


 


18.
Sole Agreement and Severability. Except as set forth herein, this Agreement is the sole, entire, and complete agreement of
the parties relating in any way to the subject matter hereof and supersedes all prior agreements and understandings among the
parties with respect to such subject matter. No statements, promises or representations have been made by any party to any other
party, or relied upon, and no consideration has been offered, promised, expected, or held out other than as expressly set forth
herein, provided only that the release of claims in any prior agreement or release shall remain in full force and effect. The
covenants contained in this Agreement are intended by the parties hereto as separate and divisible provisions, and in the event
that any or all of the covenants expressed herein shall be determined by a court of competent jurisdiction to be invalid or unenforceable,
the remaining parts, terms or provisions of this Agreement shall not be affected and such provisions shall remain in full force
and effect.


 


SIGNATURE
PAGE FOLLOWS


 




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PLEASE
READ CAREFULLY. THIS GENERAL RELEASE AND SEVERANCE AGREEMENT INCLUDES A RELEASE OF ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, AGAINST
THE COMPANY.


 


	THE
    COMPANY	 	EMPLOYEE
	 	 	 	 	 
	By:	/s/
George Bee	 	By:	/s/
Edward Karr
	 	George
    Bee	 	 	Edward
    Karr
	 	 	 	 	 
	Title: 	President
    & CEO	 	Date: 	March 19, 2021 
	 	 	 	 	 
	Date:	March 19, 2021 	 	 	 


 




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