EXHIBIT
10.1

    

     

     

    EMPLOYMENT
AGREEMENT

     

    AGREEMENT, made effective as
of January 1, 2009, by and between NEVADA GOLD HOLDINGS, INC., a
corporation (the “Company”) incorporated under the laws of Nevada, and having an
office at 1265 Mesa Drive, Fernley, Nevada 89408, and DAVID C. MATHEWSON (the “Employee”), an
individual residing at 1265 Mesa Drive, Fernley, Nevada 89408;

     

    WITNESSETH:

     

    WHEREAS, the Company desires
to employ Employee as Chief Executive Officer, President and Chief Geologist of
the Company to provide the services hereinafter set forth, on the terms and
subject to the conditions hereinafter set forth; and

     

    WHEREAS, the Employee desires
to accept such employment on such terms and subject to such conditions;
and

     

    NOW, THEREFORE, the parties
hereto do hereby covenant and agree as follows:

     

    1. Employment and
Term.

     

    (a) The
Company hereby employs the Employee, and the Employee agrees to serve the
Company as its Chief Executive Officer, President and Chief
Geologist.

     

    (b) The
term of the Employee's employment hereunder shall commence on January 1, 2009
(the "Effective Date"), and shall end on the first (1st) anniversary of the
Effective Date, unless the same shall be sooner terminated as hereinafter
provided (the “Term”);  thereafter, the Term shall automatically renew
for successive periods of one (1) year, unless either party shall have given to
the other at least thirty (30) days’ prior written notice of their intention not
to renew the Employee’s employment prior to the end of the Term or the then
applicable renewal Term, as the case may be.  In any event, the
Employment Period may be terminated as hereinafter provided.

     

    2. Duties.

     

    (a)
Subject at all times to the control of the Board of Directors of the Company
(the “Board”), the Employee shall report to the Company's Board of Directors,
and others as the Company may designate, and undertake activities and operations
as directed by the Board of Directors, consistent with the typical duties and
obligations of a Chief Executive Officer, President and Chief Geologist of a
junior exploration company. Employee shall lead a generative gold exploration
program, and without limiting the foregoing, Employee's duties shall include,
without limitation, (a) generating potential property acquisitions, (b)
development, implementation and management of all exploration activities, (c)
recruitment of all personnel, consultants and contractors, (d) preparation and
submission of periodic reports and recommendations to the Company's
Board  respecting potential acquisitions, divestments, exploration
programs, strategic investments or agreements, (e) preparation of various
technical material, reports and summaries, which may be required pursuant to the
requirements of laws, or as otherwise deemed necessary by the Company’s Board to
facilitate financing for the Company, (f) raising financing as the Company’s
Board shall approve to fund the Company’s business plan and (g) travel as may be
deemed advisable and necessary by the Company's Board, consistent with
Employee's duties and obligations as an officer, director and controlling
shareholder of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
Company and the Employee shall comply in all material respects with all federal,
state and local laws, ordinances, regulations, rules and orders applicable to
its mining exploration operations or him, as the case may be, it being
understood and agreed that the Employee, shall be reasonably responsible to
assure that the Company remain in such compliance.

     

    (c) The
Employee shall faithfully and diligently discharge his duties hereunder and use
his best efforts to implement the policies established by the Company's Board.
The Employee will devote his time and attention exclusively to the rendering of
his Services hereunder, subject to (i) four (4) weeks paid vacation per year of
the Term (a “Term Year”), and (ii) his rights set forth in Section 6. Employee
shall not be entitled to any additional salary in the event he fails to take
such vacation or any portion thereof. In such event, Employee shall not be
entitled to an extended vacation in subsequent Term Years.

     

    3. Base Salary. During the Term,
the Company shall cause the Employee to receive a total base salary (the “Base
Salary”) at the rate of U.S. $120,000 per annum, payable in accordance with the
payroll practices of the Company; provided, however, that for the first year of
the Term, the Base Salary shall be U.S. $105,000 per annum, with U.S. $5,000
payable for the months of January, February and March of 2009, and U.S. $10,000
payable for the remaining months of 2009.

     

    4. Expenses. The Employee shall,
during the Term, be entitled to receive reimbursement of all expenses reasonably
incurred by the Employee in performing his services hereunder, including all
travel and living expenses while away from home on business or incurred at the
specific request or direction of the Company; provided that all such expenses
must be reasonable, and must be incurred and accounted for in accordance with
the rules, policies, procedures and guidelines, if any, established or to be
established by the Company (as the same may be modified or amended from time to
time), and must be submitted to the Company, with appropriate expense vouchers
and substantiated by evidence competent to establish such expenses to the United
States Internal Revenue Service and otherwise as the Company may require
(“Reimbursable Expenses”). Road vehicle mileage will be reimbursed at a rate of
$0.50 per mile, and field vehicle mileage will be reimbursed at a rate of $0.75
per mile. (This rate is necessary because of the low gas mileage and rough use
of the field vehicle including hauling and trailering heavy loads). Subject to
the foregoing, the Company shall advance to the Employee, on a fully accountable
basis, an allowance for Reimbursable Expenses of U.S. $5,000 per month during
the Term (or, if Reimbursable Expenses for the prior month did not equal or
exceed $5,000, then an amount equal to $5,000 less the unused portion of the
prior month’s advance), provided that prior to each such advance the
Reimbursable Expenses for the prior month have been fully documented, accounted
and submitted to the Company as provided above.

     

    
      
         

      

      
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    5. Termination of Employment.
Any other provision of this Agreement to the contrary notwithstanding,
Employee’s employment may be terminated only as follows:

     

    (a) At
the option of the Company, only in the event:

     

    (i)  of
the death of the Employee;

     

    (ii) of
the Employee's permanent disability, which shall mean the Employee’s substantial
inability for a period of three consecutive months, because of a physical or
mental condition, to render the services required hereunder; or

     

    (iii) of
good cause shown at any time, as defined in Section 5(c), as determined by the
Company's Board. If the Company shall determine that there is good cause to
terminate the Employee's employment, then the Company shall send the Employee a
written notice detailing such good cause and giving the Employee twenty (20)
days to correct or cure any defects, breaches or deficiencies which created such
good cause. If the Employee has not corrected or cured such defects, breaches or
deficiencies to the Company's reasonable satisfaction within such period, the
Company may then proceed to terminate the Employee's employment; provided,
however, that the Company must advise the Employee of what defects, breaches or
deficiencies the Employee had failed to correct or cure and which resulted in
his termination.

     

    (b) At
the option of the Employee, only in the event of any material breach by the
Company of the terms hereof; provided, however, that the Employee shall give the
Company twenty (20) days to cure any such alleged breach. If the Company has not
cured such breach within such period, then the Employee may resign from
employment with no penalty; provided, however, that he must first indicate to
the Company the manner in which it has not cured any such breach.

     

    (c) For
purposes of Section 5(a)(iii), “good cause” shall mean, but not be limited
to:

     

    (i) the
failure of the Employee substantially to perform the duties hereunder (other
than failure resulting from the Employee's incapacity resulting from physical
illness or mental condition), after reasonable notice of such failure and, if
practicable, a reasonable opportunity to cure such failure;

     

    (ii) any
material breach by the Employee of the terms hereof, as determined by the
Company’s Board, subject to reasonable notice of such breach(es) and, if
practicable, a reasonable opportunity to cure his breaches;

     

    (iii) the
commission by the Employee of (1) an act which constitutes a dishonest act
against the Company, a customer, a vendor, an employee, a consultant or an
advisor to the Company, or (2) an act which constitutes a fraud or felony under
applicable law, or (3) any chronic violation of law; or

     

    (iii) the
Employee abuses any substance deemed detrimental by the Company’s Board to the
performance of his duties during business hours or conducts business under the
undue influence of such substances or his abuse of such substances adversely
affects his ability to perform his duties, which the Employee shall not have
cured after reasonable notice and a reasonable opportunity to cure.

     

    (d) Upon
the termination of the Employee's employment as provided in this Agreement, the
Employee or his legal representatives shall be entitled to receive any Base
Salary accrued to the date of such termination. The Company shall not be
obligated to pay to the Employee any severance.

     

    
      
         

      

      
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    6. Employee Undertaking.
Employee will not hold, accept or otherwise acquire any position with another
entity, as a shareholder, partner, consultant, officer or director, which such
position imposes on him, or may impose upon him in the future, a duty which
could result in a conflict of interest arising between Employee and the Company
respecting any aspect of mineral exploration, including, without limitation,
acquisition or divestiture of properties, access to financing, and personnel,
except that Employee
shall be permitted to engage in non-competitive geological consulting activities
with other exploration and/or mining companies, not to exceed in the aggregate
twenty (20) days in any calendar year, and provided that the activities are
non-competitive with the Company and approved in advance by the Company’s Board
in writing.

     

    7. Grant of Royalty. The Company
will grant Employee a one (1%) percent net smelter return royalty (“NSR”) for
all prospects generated by Employee and which are acquired by staking for the
Company. The Company will grant Employee a one-half (1/2%) percent NSR for all
prospects generated by Employee which are subsequently leased by the Company,
exclusive of the Tempo property, provided that (i) such lease carries a total
maximum NSR of four (4%) percent (inclusive of the one-half (1/2%) percent
royalty to Employee), and (ii) such lease does not adjoin a claim from which
Employee is otherwise entitled to receive participation in an NSR. The Company
will have the right to purchase all of such one-half (1/2%) percent NSRs
respecting leased prospects in the aggregate at any time for
$500,000.

     

    8. Stock or Option Plan. The
Board shall determine, from time to time, in its discretion whether and to what
extent the Employee may participate in any stock or option plan hereafter
adopted by the Company.

     

    9. Confidential Information.
Employee acknowledges that, as a result of his employment by the Company,
Employee will obtain secret and confidential information concerning the business
of the Company, including, without limitation, geological data obtained from the
Company’s exploration activities and data relating to prospective leasing
opportunities being evaluated or which have been evaluated by the Company, the
identity of vendors and sources of supply, their needs and requirements, the
nature and extent of the Company’s arrangements with them, and related cost,
price and sales information. Employee also acknowledges that the Company would
suffer substantial damage if, during the period of his employment with the
Company or thereafter, Employee should divulge secret and confidential
information relating to the business of the Company acquired by him in the
course of his employment. Therefore, Employee agrees that he will not at any
time whether during the Term or for a period of three (3) years thereafter, (a)
disclose or divulge at any time to any person, firm or company (other than the
Company’s employees, agents and representatives on a need-to-know basis), any
secret or confidential information obtained by Employee while employed by the
Company, including but not limited to geological data obtained from the
Company’s exploration activities and data relating to prospective leasing
opportunities being evaluated or which have been evaluated by the Company, the
operational, financial, business or other affairs of the Company, trade “know
how” or secrets, vendor lists, employee lists, consultant lists, sources of
supply, pricing policies, operational methods or technical processes or (b) use
any such any secret or confidential information for any purpose whatsoever other
than to provide services to the Company and Nevada Gold Enterprises, Inc., and
any other subsidiaries and/ or affiliates of the Company (collectively, the
“Affiliates”).

     

    
      
         

      

      
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    10. Restrictions on Employee Upon
Employee’s Termination; Non-Solicitation. (a) In the event Employee
terminates his employment and the Company is not at default of any material
provision of this Agreement, Employee shall not, directly or indirectly, own,
manage, operate, finance, control or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in any
manner connected with, lend any credit to, or render services or advice to any
business, firm, corporation, partnership, association, joint venture or other
entity that engages in or conducts the business of gold exploration or any other
business the same as or substantially similar to the business then engaged in or
conducted by, or then proposed to be engaged in or conducted by, the Company or
included in the future strategic plan of the Company, anywhere within the United
States of America; provided, however, that the
Employee may own less than 5% of the outstanding shares of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended. This restriction on Employee's
activities shall terminate thirty-six (36) months from the date of such
termination. In the event that the Company shall merge or be acquired or if this
Agreement is otherwise assigned by the Company to another entity, the Employee
expressly consents to the assignment of this provision to such successor or
assignee.

     

    (b)
During the Term and for a period of thirty-six (36) months following termination
of the Employee's employment with the Company, the Employee shall
not:

     

    (i)
solicit or hire, or attempt to recruit, solicit or hire, any employee or
independent contractor of the Company, or any of its Affiliates, to leave the
employment (or independent contractor relationship) thereof, whether or not any
such employee or independent contractor is party to an employment agreement;
or

     

    (ii)
attempt in any manner to solicit or accept from any customer of the Company or
any of its Affiliates with whom the Company or any of its Affiliates had
significant contact during the Term, business of the kind or competitive with
the business done by the Company or any of its Affiliates with such customer or
to persuade or attempt to persuade any such customer to cease to do business or
to reduce the amount of business which such customer has customarily done or is
reasonably expected to do with the Company or any of its Affiliates or if any
such customer elects to move its business to a person other than the Company or
any of its Affiliates, provide any services (of the kind or competitive with the
business of the Company or any of its Affiliates) for such customer, or have any
discussions regarding any such service with such customer, on behalf of such
other person.

     

    11. Construction and Enforcement of
Sections 9 and 10. The parties hereto recognize and acknowledge that the
provisions of Sections 9 and 10 are of great importance and value to the
Company. The Employee recognizes that the provisions of Sections 9 and 10 are
necessary for the Company's protection, are reasonable restraints ancillary to
the formation and organization of the business and the retention of the Employee
to run the business, and that the Company would be irreparably damaged by a
breach thereof and would not be adequately compensated by monetary damages. The
Company, therefore, in addition to its other remedies, shall be entitled to an
injunction from any court having jurisdiction restraining any violation or
threatened violation of the provisions of Sections 9 and 10, without the
necessity of proving monetary damages, without the necessity of proving that
monetary damages would be insufficient, and without the necessity of posting a
bond. If any provision of Sections 9 and 10 is held to be unenforceable because
of the scope, duration or area of its applicability, the court making such
determination shall have the power to modify such scope, duration or area, or
all of them, and such provision shall then be applicable in such modified form.
If any provision of Sections 9 and 10 shall be held to be invalid, prohibited or
unenforceable in any jurisdiction for any reason, such provision, as to such
jurisdiction, shall be ineffective to the extent of such invalidity, prohibition
or unenforceability, without invalidating the remaining provisions of Sections 9
and 10 or affecting the validity or enforceability of such provisions in any
other jurisdiction.

     

    
      
         

      

      
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    12. Release upon Termination or
Expiration. In the event that the employment of the Employee with the
Company is terminated or expires for any reason, in exchange for payment in full
of all amounts owing to Employee under the terms of this Agreement at the date
of termination, the Employee shall execute and deliver to the Company a general
release in form to be determined by the Company, to the effect that Employee
acknowledges that receipt of any monies and benefits pursuant to the terms of
this Agreement is in full satisfaction of any and all outstanding claims or
entitlements which the Employee may otherwise have against the Company, as well
as the officers, directors, employees and agents of the Company.

     

    13. Benefits; Policies. During
the Term, the Employee shall be entitled to participate in the Company’s
insurance programs and any ERISA benefit plans, as the same may be adopted
and/or amended from time to time (the “Benefits”).  The
Executive shall be bound by all of the policies and procedures established by
the Company from time to time.  However, in case any of those policies
conflict with the terms of this Agreement, the terms of this Agreement shall
control.

     

    14.  No Violation. The
Employee hereby represents that his entry into this Employment Agreement and
performance of his duties hereunder will not violate the terms or conditions of
any other agreement to which the Employee is a party or by which he is
bound.

     

    14. Entire Agreement; Amendment;
Waiver. This Agreement contains the entire agreement between the Company
and the Employee with respect to the subject matter thereof. This Agreement may
not be amended, waived, changed, modified or discharged except by an instrument
in writing executed by or on behalf of the party or parties against whom any
amendment, waiver, change, modification or discharge is sought. The failure of
any party to insist in any one instance or more upon strict performance of any
of the terms and conditions hereof, or to exercise any right or privilege herein
conferred, shall not be construed as a waiver of such terms, conditions, rights
or privileges, but same shall continue to remain in full force and
effect.  Any waiver by any party of any violation of, breach of or
default under any provision of this Agreement by the other party shall not be
construed as, or constitute, a continuing waiver of such provision, or waiver of
any other violation of, breach of or default under any other provision of this
Agreement.

     

    
      
         

      

      
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    15. Notices. All notices,
requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered or mailed, by certified
mail, return receipt requested, as follows:

     

    (a) To
the Company:

     

    NEVADA
GOLD HOLDINGS,  INC.

    1265 Mesa
Drive

    Fernley,
Nevada 89408

    


    (b) To
the Employee:

     

    Mr.  DAVD
C. MATHEWSON

    1265 Mesa
Drive

    Fernley,
Nevada 89408

     

    and/or
such other persons and addresses as any party shall have specified in writing to
the other by notice as aforesaid.

     

    15. Assignability. In the event
of any sale or other disposition of all or a substantial part of the business of
the Company, whether by sale of stock, sale of assets, merger or otherwise, then
the successors and assigns of such business shall assume all of the Company’s
obligations under this Agreement in respect of the Company so that the Employee
will continue to have all of the benefits of this Agreement to the same extent
that the Employee would have had had the aforesaid sale not taken place. This
Agreement shall not be assignable by Employee, but it shall be binding upon, and
shall inure to the benefit of, his heirs, executors, administrators and legal
representatives. This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns.

     

    16. Captions; Sections. The
caption headings of the Sections and subsections of and to this Agreement are
for convenience of reference only and are not intended to be, and should not
construed as, defining or limiting the contents of such Sections and
subsections. Unless otherwise indicated, all references in this Agreement to
Sections and subsections are to Sections and subsections of this
Agreement.

     

    17. Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Nevada applicable to contracts made and to be performed therein and
the parties subject to the exclusive jurisdiction of the courts sitting in the
State of Nevada having jurisdiction for resolution of all disputes arising under
this agreement.

     

    11. Arbitration.  In
the event of any breach arising from the performance of this Agreement, either
party may request arbitration.  In such event, the parties will submit
to arbitration by a qualified arbitrator with the definition and laws of the
State of Nevada.  Such arbitration shall be final and binding on both
parties.

     

    16. Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.

     

    19. Headings.  Headings
in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.

     

    
      
         

      

      
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    20. Opportunity to Seek
Advice.  The Employee acknowledges and confirms that he has had
the opportunity to seek such legal, financial and other advice and
representation as he has deemed appropriate in connection with this
Agreement.

     

    21. Withholding and Payroll
Practices.  All salary, bonuses or benefits payments made by
the Company under this Agreement shall be net of any tax or other amounts
required to be withheld by the Company under applicable law and shall be paid in
the ordinary course pursuant to the Company’s then existing payroll
practices.

     

    22. Company Default
Event.  In the event (and only to the extent) that the Board of
Directors shall determine that Company is unable to timely pay any Company
payment obligation relating to mineral rights, including without limitation a
lease payment, claim fee payment or work commitment, Employee may, but shall not
be obligated to, personally make such payment on behalf of the Company in order to
avoid a default under the relevant Company agreement or otherwise prevent loss
of the relevant Company asset.  Such payment may be made no sooner
than 5 business days prior to the due date thereof (after giving effect to any
stated grace or cure period) (the “Final Due Date”).  In the event
that Employee makes any such payment, the Company will have 45 calendar days
from the Final Due Date to reimburse Employee in full for the payment, together
with interest thereon from the Final Due Date until reimbursement, at a rate
equal to the rate published as the rate for “bank prime loan” in Federal Reserve
Statistical Release H.15 (519) for the day on which the Employee made the
payment.  If the Company fails to do so within such time period
(through no act or omission of Employee), such failure will constitute an
automatic assignment by the Company to Employee of all right, title and interest
of the Company in the relevant agreement or asset, and Company shall execute any
such instruments of assignment or other evidence thereof as Employee shall
reasonably request.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on March 24, 2009.

     

    
      
        
          	 	      
                  NEVADA
      GOLD HOLDINGS,  INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ David
      C. Mathewson	 
	 	 	CEO
      and President	 
	 	 	 	 


        

      

    

    
       

      
        
          
            	 	 	 	 
	
                     

                  	
                     

                  	/s/ David
      C. Mathewson	 
	 	 	      
                    DAVD
      C. MATHEWSON

                  	 
	 	 	 	 
	 	 	 	 


          

        

      

       

      
        
           

        

        
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