Nord Resources Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT 

          THIS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is
made the 19th day of January, 2011 by and between NORD RESOURCES CORPORATION, a
Delaware corporation (the “Company”) and WAYNE MORRISON (the
“Executive”). 

W I T N E S S
E T H 

          WHEREAS,
the Executive agreed to serve as the Vice President and Chief Financial Officer
of the Company with effect from January 8, 2008 pursuant to a letter agreement
dated December 3, 2007; and

          WHEREAS,
the Executive entered into an Executive Employment Agreement with the Company
dated as of September 9, 2008; and 

          WHEREAS,
the Executive and the Company entered into an amended and restated executive
employment agreement dated as of September 9, 2009; and

          WHEREAS,
the Executive has agreed to serve as Chief Executive Officer in addition to his
role of Chief Financial Officer of the Company as of December 1, 2010; and

          WHEREAS,
the Executive and the Company desire to amend and restate certain terms and
conditions of the September 9th 2009 Agreement and memorialize the
terms of the Executives continued employment with the Company in the various
capacities in which he is currently serving; and

          NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows: 

Section 1. Definitions. 

Unless otherwise defined herein, the
following terms shall have the meanings indicated below: 

	 	(a) 	
      “Accrued Obligations” shall mean (i) all accrued
      but unpaid Base Salary through the date of termination of Executive's
      employment, (ii) any unpaid bonus in respect of any completed fiscal year
      which has been declared by the Board prior to the date of termination of
      Executive's employment, or (iii) any unpaid or unreimbursed permitted
      expenses incurred in accordance with Section 6, below.

	 	 	 
	 	(b) 	
      “Affiliate” means any corporation which controls,
      is controlled by or is under common control with, the
  Company.



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	 	(c) 	
      “Base Salary” shall mean the salary provided for
      in Section 4(a) below including, without limitation, any increased salary
      granted to Executive pursuant to Section 4(a) below.

	 	 	 
	 	(d) 	
      “Board” shall mean the Board of Directors of the
      Company.

	 	 	 
	 	(e) 	
      “Cause” shall mean (i) Executive's failure (except
      where due to a Disability), neglect or refusal to perform his duties
      hereunder for a period of forty-five (45) consecutive days, or ninety (90)
      non-consecutive days within a single twelve- month period; (ii) any
      willful or intentional act of Executive that has the effect of injuring
      the reputation or business of the Company or any Affiliate in any material
      respect; (iii) any determination or finding by the Board of consistent
      drunkenness by Executive, or his illegal use of narcotics, which is or
      could reasonably be expected to become materially injurious to the
      reputation or business of the Company or any Affiliate, or which impairs,
      or could reasonably be expected to impair, his judgment or the performance
      of Executive's duties hereunder; (iv) a conviction of, or plea of guilty
      or nolo contendere to, the commission of a felony by Executive; (v)
      the commission by Executive of any act of fraud or embezzlement against
      the Company or any Affiliate; or (vi) Executive's breach of any material
      provision of this Agreement and/or the Confidentiality
Agreement.

	 	 	 
	 	(f) 	
      “COBRA” shall mean the Consolidated Omnibus
      Budget Reconciliation Act of 1985, as amended.

	 	 	 
	 	(g) 	
      “Commencement Date” shall mean November 30,
      2010.

	 	 	 
	 	(h) 	
      “Confidentiality Agreement” shall mean that
      certain Confidentiality, Noncompetition and Nonsolicitation Agreement, in
      the form attached hereto as Exhibit “A”.

	 	 	 
	 	(i) 	
      “Disability” shall mean any physical or mental
      disability or infirmity that prevents the performance of Executive's
      duties for a period of (i) ninety (90) consecutive days or (ii) one
      hundred twenty (120) non-consecutive days during any twelve (12) month
      period. Such Disability will entitle the Company to terminate Executive's
      employment immediately by written notice. Any question as to the
      existence, extent or potentiality of Executive's Disability upon which
      Executive and the Company cannot agree shall be determined by a qualified,
      independent physician selected by the Company and approved by Executive
      (which approval shall not be unreasonably withheld). The determination of
      any such physician shall be final and conclusive for all purposes of this
      Agreement.

	 	 	 
	 	(j) 	
      “Good Reason” shall mean, without Executive's
      written consent (which may be given or withheld in his sole discretion (i)
      a material breach of this Agreement by the Company which is not cured
      within sixty (60) days of the date of notice to the Company (as described
      herein); (ii) if the Company reassigns Executive to
a position of lesser rank or status or reduces or
      materially changes Executive's responsibilities to the Company; or (iii)
      any reduction in the Base Salary, any cash bonus or equity-based
      compensation plan previously adopted, implemented or in effect at the
      Company; and any reduction in the employee benefits enjoyed by Executive,
      to the extent such reduction in benefits is not borne equally by all
  employees who enjoy such benefits at the time or thereafter.



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	 	(k) 	
      “Significant” shall mean a significant corporate
      transaction in which (i) any person, together with all affiliates and
      associates of such person, becomes the beneficial owner, directly or
      indirectly, of securities of the Company representing 51% or more of the
      common shares the Company, or (ii) there is a sale, lease, exchange or
      other transfer (in one transaction or a series of transactions
      contemplated or arranged by any party as a single plan) of all or
      substantially all of the assets of the Company.

	 	 	 
	 	(l) 	
      “Severance Base Salary” shall mean the salary
      provided for in Section 7 below

	 	 	 
	 	(m) 	
      “Term of Employment” shall mean the period
      specified in Section 2 below.



Section
2.        Acceptance and
Term of Employment. 

The Company agrees to employ Executive,
and Executive agrees to serve the Company, on the terms and conditions set forth
herein. Unless sooner terminated as provided in Section 7 hereof, the Term of
Employment shall commence on the Commencement Date and shall continue for the
period ending one day prior to the third (3rd) anniversary of the
Commencement Date. Subject to Section 7 hereof, the Term of Employment shall be
extended automatically, without further action by either party, for successive
periods of one additional year, on the third (3rd) anniversary of the
Commencement Date and on each succeeding anniversary date thereafter unless, not
later than ninety (90) days prior to the end of the Term of Employment
(including any prior extension thereof), either the Company or Executive shall
have notified the other in writing of his or its intention not to renew this
Agreement. Upon notice of non-extension, Executive's employment hereunder shall
terminate at the close of business on the last day of the Term of Employment.


Section 3.      
 Position, Duties and Responsibilities, Place of
Performance. 

	 	(a) 	
      During the Term of Employment, Executive shall be
      employed and serve as the Chief Executive and Chief Financial Officer of
      the Company, and shall have such duties as are typically associated with
      such titles. During the Term of Employment, Executive shall report
      directly to the Board of Directors of the Company.

	 	 	 
	 	(b) 	
      Executive's duties shall be comprised of such matters as
      are customarily performed by someone serving in his position for a
      publicly-traded mining company, including such matters as may be
      reasonably directed by the Board of Directors of the Company and/or any Committee of the
      Board of Directors from time to time during the Term of
  Employment.



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	 	(c) 	
      Executive shall devote his full business time, attention,
      skill and best efforts to the performance of his duties under this
      Agreement and shall not engage in any other business or occupation during
      the Term of Employment (provided, however, that it is anticipated that
      Executive may enter into individual agreements with companies affiliated
      with the Company with the Company's consent). Notwithstanding the
      foregoing, nothing herein shall preclude Executive from (i) serving, as a
      member of the board of directors or advisory boards or providing
      consulting services to (or their equivalents in the case of a
      non-corporate entity) non-competing businesses and charitable
      organizations, (ii) engaging in charitable activities and community
      affairs, and (iii) managing his personal investments and affairs;
      provided, however, that the activities set out in clauses (i), (ii) and
      (iii) above shall be limited by Executive so as not materially to
      interfere, individually or in the aggregate, with the performance of his
      duties and responsibilities hereunder, or to compete, directly or
      indirectly with the business of the Company or any Affiliate.

	 	 	 
	 	(d) 	
      Executive's principal place of employment shall be the
      Company's principal place of business in Tucson, AZ, or such other place
      as may be prescribed by the Board of Directors, acting reasonably, and
      Executive understands and agrees that he will be required to travel from
      time to time for business reasons (including as reasonably required to the
      Company's Johnson Camp Mine in Dragoon, AZ, or such other business
      locations as may be established by the Company from time to time during
      the Term of Employment).



Section
4.       
Compensation. 

During the Term of Employment,
Executive shall be entitled to the following compensation: 

(a) Base Salary. Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, of Two Hundred Fifty Thousand Dollars
($250,000), with such increases, if any, as may be approved in writing by, and
at the discretion of, the Board from time to time during the Term of Employment.
The Board shall review Executive's Base Salary at least annually to determine
increases, but in no event decreases, in such Base Salary.

(b) Severance Base Salary. For
purpose of providing a severance to the Executive as a result of a Termination
as outlined in Section 7 below, the Severance Base Salary shall be Two Hundred
Thousand Dollars ($200,000). 

(c) Bonuses. From time to time
during the Term of Employment, the Board in its sole discretion may, but shall
not be obligated to, award financial bonuses to Executive to reward exemplary service
on behalf of the Company. Any such award shall be declared by Board
authorization, which shall set the amount, timing and manner of payment of any
such bonuses. 

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(d)      Stock Options. The
Executive acknowledges that he has received 200,000 common stock share purchase
options (the “Options”) with a duration of five years pursuant to the Company’s
2006 Stock Incentive Plan (the “Plan”), and vesting as to 66,667 Options on
March 2, 2008, 66,667 on December 3, 2008 and 66,666 on December 3, 2009. The
exercise price payable upon exercise of the Options has been calculated in
accordance with the Plan and the policies of the Toronto Stock Exchange. 

(e)     
Incentive Plans. The Executive is entitled to participate in the
Company’s 2006 Stock Incentive Plan, the Company’s Performance Incentive Plan,
and such other plans that may from time to time be adopted by the Company during
the Term of Employment to compensate or provide incentives to qualifying senior
executives of the Company. Notwithstanding any and all other incentives that
could be declared by Board authorization, on August 25, 2010, the Board of
Directors approved, ratified, confirmed and adopted the 2010/2011 Bonus Program
which included among other things the awarding a bonus equal to 50% of the
Executive’s Base Salary upon the receipt by the Company of sufficient funds to
(i) restructure the Company’s existing debt under the secured term-loan credit
facility provided by Nedbank, and under the Copper Hedge Agreement with Nedbank
Capital, and (ii) construct Leach Pad 5. 

Section 5.      
 Employee Benefits. 

During the Term of Employment,
Executive has elected not to participate in the Company’s health benefits.
However, the Executive will be entitled to participate in all other insurance,
disability insurance, retirement and other benefits provided to other senior
executives of the Company pursuant to Board authorization. Executive shall also
be entitled to the same number of holidays, vacation, sick days and other
benefits as are generally allowed to senior executives of the Company in
accordance with Company policies in effect from time to time. 

Section 6.      
 Reimbursement of Business Expenses. 

Executive is authorized to incur
reasonable expenses in carrying out his duties and responsibilities under this
Agreement and the Company shall promptly reimburse him for all business expenses
incurred in connection with carrying out the business of the Company, subject to
documentation in accordance with the Company's policies as then in effect.
Unless otherwise agreed in advance by the Company, all domestic travel less than
three hours in duration for Company business shall be done at coach rates.
Domestic travel three hours or more in duration and international travel may, at
the Executive's discretion, be at business or first class rates, whichever class
is available. 

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Section
7.        Termination of
Employment. 

	 	(a) 	
      General. The Term of Employment shall terminate
      earlier than as provided in Section 2 hereof upon the earliest to occur
      of: (i) a termination of Executive's employment due to Executive's death,
      (ii) a termination of Executive's employment by reason of a Disability,
      (iii) a termination by the Company with or without Cause, or (iv) a
      termination by Executive with or without Good Reason. In the event of
      termination of Executive's employment for any reason, at the Company's
      request, the Executive shall resign from the Board of Directors of the
      Company to the extent he is then serving on it.

	 	 	 	 
	 	(b) 	
      Termination Due to Death or Disability. In the
      event Executive's employment is terminated due to his death or Disability,
      Executive, his estate or his beneficiaries, as the case may be, shall be
      entitled to the Accrued Obligations, if any.

	 	 	 	 
	 	(c) 	
      Termination by the Company for Cause.

	 	 	 	 
	 		(i) 	
      A termination for Cause shall not take effect unless the
      provisions of this subsection (i) are complied with. Executive shall be
      given not less than ten (10) days written notice by the Board of the
      intention to terminate him for Cause, such notice to state in reasonable
      detail the particular act or acts or failure or failures to act that
      constitute the grounds on which the proposed termination for Cause is
      based. Executive shall have ten (10) days after the date that such written
      notice has been given to Executive in which to cure such conduct, to the
      extent such cure is possible. If he fails to cure such conduct, the
      termination shall be effective on the date immediately following the
      expiration of the ten (10) day notice period. If no such cure is
      reasonably possible by Executive (i.e., in the case of a breach of the
      Confidentiality Agreement), then such termination shall be effective
      immediately upon the receipt of notice by the Executive.

	 	 	 	 
	 		(ii) 	
      In the event the Company terminates Executive's
      employment for Cause, he shall be entitled only to the Accrued
      Obligations, and the Company shall have no further liability to the
      Executive hereunder.

	 	 	 	 
	 	(d) 	
      Termination By The Company Without Cause. The
      Company may terminate Executive's employment without Cause, effective upon
      Executive's receipt of written notice of such termination. In the event
      Executive's employment is terminated by the Company without Cause (other
      than due to death or Disability), Executive shall be entitled
to:

	 	 	 	 
	 		(i) 	
      the Accrued Obligations, if any;

	 	 	 	 
	 		(ii) 	
      continuation of Severance Base Salary for twenty-four
      (24) months (the “Severance Term”), payable in accordance with the
      Company's then- existing payroll practices; and



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	 	(iii) 	
      should Executive be eligible for and elect to continue
      his health insurance pursuant to COBRA following the date of such
      termination, payment of COBRA premiums until the earlier of: (A)
      expiration of the Severance Term, or (B) the date Executive commences
      employment with any person or entity and, thus, is eligible for health
      insurance benefits at least as favorable as those provided by the
      Company.




	 	(e) 	
      Termination by the Executive for Good Reason.
      Executive may terminate his employment for Good Reason by providing the
      Company thirty (30) days' written notice, setting forth in reasonable
      specificity the event(s) constituting Good Reason, within sixty (60) days
      of the occurrence of such event. During such thirty (30) day notice
      period, the Company shall have a cure right (if curable), and if not cured
      within such period, Executive's termination will be effective upon the
      expiration of such cure period (and, if not curable, then Executive's
      termination shall be effective as of the date of the Company's receipt of
      his notice therefor), and Executive shall be entitled to the same payments
      and benefits as provided in Section 7(d) above for a termination without
      Cause.

	 	 	 
	 	(f) 	
      Termination by Executive Without Good Reason.
      Executive may terminate his employment without Good Reason by providing
      the Company sixty (60) days' written notice in advance of such
      termination. In the event of a termination of employment by Executive
      under this Section 7(f), Executive shall have the same entitlements as are
      provided in Section 7(c) (ii) above for a termination by the Company for
      Cause. In the event of termination of Executive's employment under this
      subsection (f), the Company may, in its sole and absolute discretion, at
      any time after notice of termination has been given by Executive,
      terminate this Agreement, provided that the Company shall continue to pay
      to Executive his then current Base Salary and continue benefits provided
      pursuant to Section 5 for the duration of the unexpired notice
    period.

	 	 	 
	 	(g) 	
      Termination Following a Change in
  Control.




	 	(i) 	
      If at anytime following a Change in Control the Company
      shall elect to terminate Executive's employment for any reason other than
      those specified in Sections 7(c), it shall provide written notice of such
      termination to the Executive. The Executive may also terminate his
      employment with the Company following a Change in Control by delivering
      written notice to the Company within sixty (60) days following the
      occurrence of such Change in Control. In either case, but subject to the
      execution and delivery by Executive and the Company of a mutual and
      general release of claims, the Company shall provide to Executive the
      following:




	 	(A) 	
      the Accrued Obligations, payable in a lump sum within 60
      (sixty) days following termination of employment;



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	 	(B) 	
      an amount equal to three times the Severance Base Salary,
      payable in a lump sum within 60 days following termination of
      employment;

	 	 	 
	 	(C) 	
      payment of bonus earned for any partial period, payable
      in a lump sum within 60 days following termination of
employment;

	 	 	 
	 	(D) 	
      if the Executive is eligible and elects continuation of
      coverage of medical and dental benefits under COBRA,, the Company will pay
      100% of such premiums for the first 18 months of coverage; and

	 	 	 
	 	(E) 	
      payment of premiums necessary for continuation of any
      Supplemental Disability Policy or, at the election of the Company, a lump
      sum amount equal to the aggregate premiums to be paid thereon, in either
      case for a period of 12 months following the effective date of
      termination.



Other than payment of such amounts,
the Company shall have no further obligations under this Agreement. 

	 	(h) 	
      For purposes of this Agreement, a “Change in
      Control” shall be deemed to have occurred
if:




	 	(i) 	
      any “person” as such term is used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”) (other than the Company, any trustee or other
      fiduciary holding securities under an employee benefit plan of the
      Company, or any corporation owned directly or indirectly by the
      shareholders of the Company in substantially the same proportion as the
      ownership of stock of the Company) is or becomes the “beneficial
      owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of the Company representing more than 50% of the
      combined voting power of the Company's then outstanding securities;
    or

	 	 	 
	 	(ii) 	
      a merger or consolidation of the Company with any other
      corporation occurs, other than (I) a merger or consolidation which would
      result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or
      by being converted into voting securities of the surviving entity) more
      than 50% of the combined voting power of the voting securities of the
      Company or such surviving entity outstanding immediately after such merger
      or consolidation or (II) a merger or consolidation effected to implement a
      recapitalization of the Company (or similar transaction) in which
  no “person” (as hereinabove defined) acquires more than 50%
      of the combined voting power of the Company's then outstanding
  securities;



8 





	 	(iii) 	
      a merger or consolidation of the Company with any other
      corporation occurs, and, as a result of such merger or consolidation the
      Executive ceases to be employed as the Chief Financial Officer of the
      Company for any reason other than those specified in Section 7(c) and is
      not employed as the Chief Financial Officer by the surviving entity (if
      any), or if the Executive, following such merger or consolidation, does
      not have such duties as are typically associated with such title;
      provided, however, that this Section 7(h)(iii) shall not apply to a merger
      or consolidation effected to implement a recapitalization of the Company
      (or similar transaction) in which no “person” (as hereinabove defined)
      acquires more than 50% of the combined voting power of the Company's then
      outstanding securities; or

	 	 	 
	 	(iv) 	
      the consummation of the sale or disposition by the
      Company of all or substantially all of the Company's assets or the
      shareholders of the Company approve a plan of complete liquidation of the
      Company.





	 	(i) 	
      No Duty to Mitigate Losses. Executive shall have
      no duty to find new employment following the termination of his employment
      under circumstances which require the Company to pay any amount to
      executive pursuant to this Section 7. Any salary or remuneration received
      by Executive from a third party for the providing of personal services
      (whether by employment or by functioning as an independent contractor)
      following the termination of his employment with the Company shall not
      reduce the Company's obligation to make a payment to Executive (or the
      amount of such payment) pursuant to the terms of said Section 7, other
      than as specifically set forth in Section 7(d) (iii) with respect to
      health insurance.

	 	 	 
	 	(j) 	
      Expiration of the Term of Employment.
      Notwithstanding anything herein to the contrary, in no event shall any
      termination by reason of expiration of the Term of Employment pursuant to
      Section 2 hereof constitute a termination without Cause hereunder and,
      upon such expiration, Executive shall have the same entitlements as are
      provided in Section 7(c) (ii) above for a termination by the Company for
      Cause. Notwithstanding the foregoing, in no event shall a notice of
      nonrenewal of the Term of Employment by Executive pursuant to Section 2
      hereof in and of itself constitute Cause.

	 	 	 
	 	(k) 	
      Release. Notwithstanding any provision herein to
      the contrary, the Company may require, prior to payment of any amount or
      provision of any benefit pursuant to Sections 7(d) or 7(e) or 7(g) of this
      Agreement, that Executive execute a complete and mutual release of the
      Company and its affiliates and related parties in such form as is
      reasonably required by the Company, and any waiting periods contained in
      such release shall have expired.



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	 	(l) 	
      Options and Other Awards. Any stock options or
      other awards (together with the Options, the “Awards”) granted to the
      Executive pursuant to the terms of any Incentive Plan, and that are
      outstanding at the time of the Executive termination of the Term of
      Employment, shall be subject to the terms and conditions of the respective
      award agreements (each an “Award Agreement”) and the Incentive Plan
      pursuant to which they have been granted; provided, however, that,
      notwithstanding anything to the contrary contained in an individual Award
      Agreement, but subject to the terms of the applicable Incentive Plan and,
      if then applicable, the policies of the Toronto Stock Exchange, in the
      event that the Company shall elect to terminate the Executive's employment
      for any reason other than those specified in Section 7(c) following a
      Change in Control, or if the Executive elects to terminate his employment
      with the Company following a Change in Control, any unvested Awards shall
      be deemed to have vested immediately prior to the effective time of such
      termination and will be exercisable in accordance with their
  terms.



Section
8.        Confidentiality
Agreement; Assignment of Intellectual Property Rights. 

	 	(a) 	
      As a condition to his employment pursuant to this
      Agreement, Executive shall sign the Confidentiality Agreement. Executive
      hereby represents and warrants to the Company that he will comply with all
      obligations under the Confidentiality Agreement and further agrees that
      the provisions of the Confidentiality Agreement shall survive any
      termination of this Agreement or of Executive's employment or subsequent
      service relationship with the Company, if any.

	 	 	 	 
	 	(b) 	
      Executive agrees that during the Employment Term he will
      promptly disclose, in writing, all information, ideas, concepts,
      improvements, discoveries and inventions, whether patentable or not, and
      whether or not reduced to practice, which are conceived, developed, made
      or acquired during Executive’s employment with the Company, either
      individually, or jointly with others, and which relate to specifically to
      the mining business, products or services of the Company, or any of its
      subsidiaries or affiliates, irrespective of whether such information,
      idea, concept, improvement, discovery or invention was conceived,
      developed, discovered or acquired by Executive on the job, or elsewhere
      (collectively, the “Inventions”). The Company and Executive have
      agreed as follows regarding the Inventions:

	 	 	 	 
	 		(i) 	
      All Inventions are, and shall be, the property of the
      Company. In this context, all drawings, memoranda, notes, records, files,
      correspondence, manuals, models, specifications, computer programs, maps
      and all other writings, or materials of any kind embodying any such
      Inventions are and shall be the sole and exclusive property of the
      Company.



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	 	(ii) 	
      Executive hereby specifically sells, assigns and
      transfers to the Company all of his worldwide right, title and interest in
      and to all such Inventions, and any United States or foreign applications
      for patents, inventor's certificates or other industrial rights that may
      be filed after the Commencement Date, including divisions, continuations,
      continuations- in-part, reissues and/or extensions thereof, and
      applications for registration of any names and marks included therewith.
      Both during the Employment Term and thereafter, Executive shall assist the
      Company and its nominees at all times in the protection of such
      Inventions, both in the United States and all foreign countries, including
      but not limited to, the execution of all lawful oaths and all assignment
      documents, not inconsistent with this Agreement, requested by the Company,
      or its nominee in connection with the preparation, prosecution, issuance
      or enforcement of any applications for United States or foreign letters
      patent, including divisions, continuations, continuations-in-part,
      reissue, and/or extensions thereof, and any applications for the
      registration of names and marks included
therewith.



Section
9.       
Representations. Warranties and Covenants of Executive.


Executive represents and covenants to
the Company as follows: 

	 	(a) 	
      Executive is entering into this Agreement voluntarily and
      that his employment hereunder and compliance with the terms and conditions
      hereof will not conflict with or result in the breach by him of any
      agreement or understanding to which he is a party or by which he may be
      bound;

	 	 	 
	 	(b) 	
      he has not, and in connection with his employment with
      the Company will not, violate any non-solicitation or other similar
      covenant or agreement by which he is or may be bound; and

	 	 	 
	 	(c) 	
      he has not, and in connection with his employment with
      the Company he will not use any confidential or proprietary information he
      may have obtained in connection with his employment by any prior
      employer.



Section
10.      Taxes.


The Company may withhold from any
payments made under this Agreement all applicable taxes, including but not
limited to income, employment and social insurance taxes, as required by law.


Section
11:      Excise Taxes


Anything in this Agreement to the
contrary notwithstanding, if any payment or benefit to which the Executive is
entitled from the Company (the “Payments,” which will include the vesting of
stock awards or other benefit or property) is more likely than not to be subject to the tax imposed by section
4999 of the Internal Revenue Code of 1986, as amended (or any successor
provision to that section), the Payments shall be reduced to the extent required
to avoid application of such tax if (and only if) such reduction will increase
the amount that the Executive would retain after payment of the excise tax and
applicable income taxes. The Executive will be entitled to select the order in
which Payments are to be reduced in accordance with the preceding sentence.
Determination of whether Payments would result in the application of the tax
imposed under Section 4999, and the amount of reduction that is necessary so
that no such tax is applied, shall be made, at the Company's expense by the
independent accounting firm employed by the Company immediately prior to the
occurrence of any change in control of the Company which will result in the
imposition of such tax. 

11 




Section
12.      Successors and Assigns: No
Third-Party Beneficiaries. 

	 	(a) 	
      The Company. This Agreement shall
      inure to the benefit of and be enforceable by, and may be assigned by the
      Company to, any purchaser of all or substantially all of the Company's
      business or assets, any successor to the Company or any assignee thereof
      (whether direct or indirect, by purchase, merger, consolidation or
      otherwise). The Company will require any such purchaser, successor or
      assignee to expressly assume and agree to perform this Agreement in the
      same manner and to the same extent that the Company would be required to
      perform it if no such purchase, succession or assignment had taken
      place.

	 	 	 
	 	(b) 	
      Executive. Executive's rights and
      obligations under this Agreement shall not be transferable by Executive by
      assignment or otherwise, without the prior written consent of the Company;
      provided, however, that if Executive shall die, all amounts then payable
      to Executive hereunder shall be paid in accordance with the terms of this
      Agreement to Executive's devisee, legatee or other designee or, if there
      be no such designee, to Executive's estate.



Section
13.      Waiver and Amendments.


Any waiver, alteration, amendment or
modification of any of the terms of this Agreement shall be valid only if made
in writing and signed by the parties hereto; provided, however, that any such
waiver, alteration, amendment or modification is consented to on the Company's
behalf by the Board. No waiver by either of the parties hereto of their rights
hereunder shall be deemed to constitute a waiver with respect to any subsequent
occurrences or transactions hereunder unless such waiver specifically states
that it is to be construed as a continuing waiver. 

Section
14.      Chapter 11 Event.


The Company presently has no intention
or need to seek relief under chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”). However, the Company considers the Executive crucial to
the Company’s ability to succeed in the future and believes it is in the best
interests of the Company that the Executive receive the benefit of his bargain
under this Agreement even if the
Company seeks relief under chapter 11 of the Bankruptcy Code any time in the
future. Thus, the Company covenants and agrees to immediately file a motion to
assume this Agreement if the Company seeks relief under chapter 11 of the
Bankruptcy Code. The Company will also use commercially reasonable efforts to
obtain the consent of Nedbank for usage of its cash collateral to fund all of
the Company’s financial obligations to Executive under this Agreement. 

12 




Section
15.      Severability.


If any covenants or such other
provisions of this Agreement are found to be invalid or unenforceable by a final
determination of a court of competent jurisdiction (a) the remaining terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term
or provision hereof shall be deemed replaced by a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof. Notwithstanding the language
set forth in the preceding sentence, Executive will be entitled to cease
performing all of his obligations under this Agreement if the Company does not
immediately assume this Agreement if the Company seeks relief under chapter 11
of the Bankruptcy Code. 

Section
16.      Governing Law; Venue.


This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Arizona
applicable to the performance and enforcement of contracts made wholly within
the state, without giving effect to the law of conflicts of laws applied
thereby. In the event that any dispute shall occur between the parties arising
out of or resulting from the construction, interpretation, enforcement or any
other aspect of this Agreement, the parties hereby agree to accept the exclusive
jurisdiction of the Courts of the State of Arizona. In the event that either
party shall be forced to bring any legal action to protect or defend its rights
hereunder, then the prevailing party in such proceeding shall be entitled to
reimbursement from the non-prevailing party of all fees, costs and other
expenses (including, without limitation, the reasonable expenses of its
attorneys) in bringing or defending against such action. 

Section
17.      Notices.


	 	(a) 	
      Every notice or other communication relating to this
      Agreement shall be in writing, and shall be mailed to or delivered to the
      party for whom it is intended at such address as may from time to time be
      designated by it in a notice mailed or delivered to the other party as
      herein provided, provided that, unless and until some other address be so
      designated, all notices or communications by Executive to the Company
      shall be mailed or delivered to the Company at its principal executive
      office, and all notices or communications by the Company to Executive may
      be given to Executive personally or may be mailed to Executive at
      Executive's last known address, as reflected in the Company's
    records.



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	 	(b) 	
      Any notice so addressed shall be deemed to be given: (i)
      if delivered by hand or sent by facsimile or e-mail (and subject to an
      electronic receipt or other proof of transmission thereof, on the date of
      such delivery or transmission; (ii) if mailed by courier or by overnight
      mail, on the first business day following the date of such mailing; and
      (iii) if mailed by registered or certified mail, on the third business day
      after the date of such mailing.



Section
18.      Section Headlines.


The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof, affect the meaning or interpretation of
this Agreement or of any term or provision hereof. 

Section
19.      Entire Agreement.


This Agreement, together with any
exhibits attached hereto, constitutes the entire understanding and agreement of
the parties hereto regarding the employment of Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications,
understandings and agreements between the parties relating to the subject matter
of this Agreement. 

Section
20.      Survival of Operative
Sections. 

Upon any termination of Executive's
employment, the provisions of Sections 7 through 19 of this Agreement shall
survive to the extent necessary to give effect to the provisions thereof. 

14 




Section
21.      Counterparts;
Facsimiles. 

This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimiles
containing original signatures shall be deemed for all purposes to be
originally-signed copies of the documents which are the subject of such
facsimiles. 

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

THE COMPANY:

NORD RESOURCES CORPORATION 

By: /s/ John
Cook                                                                        
 
Name: John Cook 

Title: Director 

THE EXECUTIVE:

By: /s/ Wayne
Morrison                                                               
Name:
Wayne Morrison 

15 




EXHIBIT “A” 

TO EXECUTIVE EMPLOYMENT AGREEMENT 

CONFIDENTIALITY AND NONSOLICITATION AGREEMENT


As a condition of my becoming employed (or my employment being
continued) by Nord Resources Corporation, a Delaware corporation
(“Nord” and, together with any of its current or future parent companies,
subsidiaries, affiliates; successors or assigns, the “Company”), and in
consideration of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by the Company, I agree to the
following: 

1.        Confidential
Information. 

          (a)     
Company Information. I acknowledge that, during the course of my
employment, I will have access to information about the Company and that my
employment with the Company shall bring me into close contact with confidential
and proprietary information of the Company. In recognition of the foregoing, I
agree, at all times during the term of my employment with the Company and
thereafter, to hold in confidence, and not to use, except for the benefit of the
Company, or to disclose to any person, firm, corporation or other entity without
written authorization of the Company, any Confidential Information of the
Company which I obtain or create. I further agree not to make copies of such
Confidential Information except as authorized by the Company. I understand that
“Confidential Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, suppliers, customer lists and
customers (including, but not limited to, customers of the Company on whom I
call or with whom I become acquainted during the term of my employment), prices
and costs, markets, software, developments, inventions, protocols, interfaces,
laboratory notebooks, processes, formulas, technology, designs, drawings,
engineering materials, hardware configuration information, marketing data,
licenses, finances, budgets or other business information disclosed to me by the
Company either directly or indirectly in writing, orally or by drawings or
observation of parts or equipment or created by me during the period of my
employment (the "Employment Period"). I understand that Confidential Information
includes, but is not limited to, information pertaining to any aspect of the
Company's business which is information not known by actual or potential
competitors of the Company and/or is confidential or proprietary information of
the Company or its customers or suppliers, whether of a technical nature or
otherwise. Notwithstanding the foregoing, Confidential Information shall not
include (i) any of the foregoing items which have become publicly and widely
known through no wrongful act of mine or persons under my direct or indirect
control, or of others who were or are under confidentiality obligations as to
the item or items involved; or (ii) any information that I am required to
disclose to, or by, any governmental or judicial authority; provided,
however, that I give the Company prompt written notice thereof so that
the Company may seek an appropriate protective order and/or waive in writing
compliance with the confidentiality provisions of this Agreement. 




          (b)      Former
Employer Information. I represent that my performance of all
terms of this Agreement as an employee of the Company has not breached and will
not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by me in Confidence or trust prior or subsequent to
the commencement of my employment with the Company, and I will not disclose to
the Company, or induce the Company to use, any inventions, confidential or
proprietary information or material I may have obtained in connection with
employment with any prior employer in violation of law or of any confidentiality
agreement, nondisclosure agreement or similar agreement with such prior
employer. 

          (c)     
Third Party Information. I recognize that the Company has
received and in the future will receive confidential or proprietary information
from third parties subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company consistent with the Company’s agreement(s) with such third party(ies).


2.        Returning
Company Documents. I agree that, at the time of termination of my
employment with the Company for any reason, I will deliver to the Company (and
will not keep in my possession, recreate or deliver to anyone else) any and all
Confidential Information and all other documents, materials, information or
property developed by me pursuant to my employment or otherwise belonging to the
Company, its successors or assigns. I further agree that any property situated
on the Company’s premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. 

3.        Disclosure
of Agreement. As long as it remains in effect, I will disclose the
existence of this Agreement to any prospective employer, partner, co-venturer,
investor or lender prior to entering into an employment, partnership or other
business relationship with such person or entity. 

4.        Solicitation
of Employees and Clients. During the Employment Period and for a
period of twenty-four (24) months after the date of the termination of my
employment for any reason (the “Restricted Period”), I shall not, without the
prior written consent of the Company, directly or indirectly, either
individually or on behalf of or through any other person, business, enterprise
or entity (other than the Company), (a) solicit or induce, or in any manner
attempt to solicit or induce, any person employed by, an agent of, or a service
provider to, the Company to terminate such person’s employment, agency or
service, as the case may be, with the Company; or (b) divert, or attempt to
divert, any person, concern, or entity from doing business with the Company, or
attempt to induce any such person, concern or entity to cease being a customer
or supplier of the Company (persons, concerns and entities doing business with
the Company referred to collectively herein as “Clients”). 

5.        Reasonableness
of Restrictions. I acknowledge and recognize the highly competitive
nature of the Company’s business, that access to Confidential Information
renders me special and unique within the Company’s industries, and that I will
have the opportunity to develop substantial relationships with existing and prospective
customers, clients, suppliers, consultants and contractors, investors and
strategic partners of the Company during the course of and as a result of my
employment with the Company. I also acknowledge that the business of the Company
is or may be conducted throughout United States and this it’s Clients are or may
be located throughout United States and that a business competitive with the
Company may be carried on anywhere within the United States. In light of the
foregoing, I recognize and acknowledge that the restrictions and limitations set
forth in this Agreement are reasonable and valid in geographical and temporal
scope and in all other respects, and are essential to protect the value of the
Company's business and assets. I further acknowledge that the restrictions and
limitations set forth in this Agreement will not materially interfere with my
ability to earn a living following the termination of my employment with the
Company and that my ability to earn a livelihood without violating such
restrictions is a material condition to my employment with the Company. 

2 




6.      
   Independence: Severability: Blue Pencil. Each of
the rights enumerated in this Agreement shall be independent of the others and
shall be in addition to and not in lieu of any other rights and remedies
available to the Company at law or in equity. If any of the provisions of this
Agreement or any part of any of them is hereafter construed or adjudicated to be
invalid or unenforceable, the same shall not affect the remainder of this
Agreement, which shall be given full effect without regard to the invalid
portions. If any of the covenants contained herein are held to be invalid or
unenforceable because of the duration of such provisions or the area or scope
covered thereby, I agree that the court making such determination shall have the
power to reduce the duration, scope and/or area of such provision to the maximum
and/or broadest duration, scope and/or area permissible by law and in its
reduced form said provision shall then be enforceable. 

7.      
 Injunctive Relief. I expressly acknowledge that
any breach or threatened breach of any of the terms and/or conditions set forth
in this Agreement may result in substantial, continuing and irreparable injury
to the Company. Therefore, I hereby agree that, in addition to any other remedy
that may be available to the Company, the Company shall be entitled to
injunctive relief, specific performance or other equitable relief by a court of
appropriate jurisdiction in the event of any breach of threatened breach of the
terms of this Agreement without the necessity of proving irreparable harm or
injury as a result of such breach or threatened breach. Notwithstanding any
other provision to the contrary, I acknowledge and agree that the Restricted
Period shall be tolled during any period of violation of any of the covenants in
Sections 1 or 4 hereof, and during any other period required for litigation
during which the Company seeks to enforce such covenants against me if it is
ultimately determined that I was in breach of such covenants. I further hereby
waive any requirement that the Company post a bond or deposit in conjunction
with bringing any such proceeding. 

8.      
 General Provisions. 

          (a)     
Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Arizona
applicable to the performance and enforcement of contracts made within such
state, without giving effect to the law of conflicts of laws applied thereby. In
the event that any dispute shall occur between the parties arising out of or resulting from the construction, interpretation, enforcement
or any other aspect of this Agreement, the parties hereby agree to accept the
exclusive jurisdiction of the Courts of the State of Arizona. In the event
either party shall be forced to bring any legal action to protect or defend its
rights hereunder, then the prevailing party in such proceeding shall be entitled
to reimbursement from the non-prevailing party of all fees, costs and other
expenses (including, without limitation, the reasonable expenses of its
attorneys) In ringing or defending against such action. 

3 




          (b)     
Entire Agreement. This Agreement sets forth the entire agreement
and understanding between the Company and me relating to the subject matter
herein and merges all prior discussions between us. No modification or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing signed by the party to be charged. Any subsequent
change or changes in my duties, obligations, rights or compensation will not
affect the validity or scope of this Agreement. 

          (c)     
Successors and Assigns. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns. 

          (d)     
Survival. The provisions of this Agreement shall survive the
termination of my relationship with the Company and/or the assignment of this
Agreement by the Company to any successor in interest or other assignee. 

          IN
WITNESS WHEREOF, I , Wayne Morrison, have executed this Confidentiality and
Non-solicitation Agreement on the date and year set forth below but with effect
from December 1, 2007: 

	Date: September ___, 2008 	By: 	/s/ Wayne Morrison 
	  	  	Wayne Morrison



4