Unassociated Document


     

    EXHIBIT
10.1

    


    AMENDMENT
No. 2 to

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


    This
Amendment No. 2 (“Second Amendment”) to Amended and Restated Employment
Agreement  dated May 21, 2003 (the “Employment Agreement”) and the
Amendment No. 1 dated January 26, 2006 is entered into as of March 20, 2009 (the
“Effective Date”) by and among Apollo Gold Corporation, a Yukon territory
Corporation (“Parent”), and its wholly-owned subsidiary, Apollo Gold Inc., a
Delaware corporation (jointly and severally with Parent, the “Employer”), and R.
David Russell (“Officer”).

    


    RECITALS

    


    A.           The
Employer wishes to retain the services of Officer, and Employer and Officer wish
to formalize the terms and conditions of all their agreements and
understandings.

    


    B.           Officer’s
continued employment by Employer, the mutual covenants stated in this First
Amendment, and other valuable consideration, the receipt of which are
acknowledged by Officer and Employer, are sufficient consideration for this
Agreement.

    


    AGREEMENT

    


    The parties agree as
follows:

    


    1.           Amendment
to Section 1 (e) Section 1 (e) shall be amended and 1 (e) in its entirety and
replacing it with the following:

    


    (e)
“Change of Control”

    


     means
a change of control of the Corporation (defined as the occurrence, within a
single transaction or series of related transactions occurring within the same
12-month period, of a change in the identity of persons who individually or
collectively hold rights to elect, or to approve the election of, a majority of
the members of the board of directors, including, without limitation,
transactions consisting of one or more sales or other transfers of assets or
equity securities, mergers, consolidations, amalgamations, reorganizations, or
any similar transactions),

    


    2.           Amendment to Section
3(a) Section 3(a) shall be amended and 3(a) in its entirety and replacing
it with the following:

    


     (a)
Base Salary and Discretionary Bonus

    


    Effective
March 20, 2009, the Executive shall be paid a minimum base salary of US $380,000
to be reviewed annually by the Board.  Said salary shall be subject to
all statutory and other deductions and shall be paid bi-monthly, in arrears, by
check or deposit, or such other periodic installments as may be from time to
time agreed.  In addition, the Executive may be entitled to receive a
discretionary performance bonus in such amount, if any, as the Board in its sole
discretion may determine.

    


    3.           Amendment
to Section 6 (f) Section 6 (f) shall be amended and 6 (f) in its entirety and
replacing it with the following:

    


    (e) The Executive’s employment
may be terminated without cause by majority vote of the Board.  In the
event that the Executive’s employment is terminated pursuant to this section
6(f) any stock options granted but not vested shall be deemed to have
immediately vested and the Company shall pay to the Executive 36 months salary,
in compensation for the Executive’s loss of employment, together with a payment
equal to 50% of any bonus entitlement of the Executive for each year in such
three year period and any other compensation (including three years health and
medical coverage) to which the Executive is entitled to receive and the
Executive shall not have the duty to mitigate damages.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           Miscellaneous

    


     a.           The
terms and provisions of the Amended and Restated Employment Agreement dated
May  21, 2003 and the Amendment No. 1 dated January 26, 2006 by and
among Apollo Gold Corporation, Apollo Gold, Inc., and Officer shall remain in
full force and effect except as specifically modified by this Second
Amendment.

    


     b.           This
Second Amendment may be executed and delivered by facsimile in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which, when taken
together, shall constitute one and the same agreement.

    


     c.           The
Employment Agreement and the First Amendment , as amended by this Second
Amendment sets forth the entire understanding of the parties relating to the
subject matter hereof and thereof and supersedes all prior agreements and
understandings among or between any of the parties relating to the subject
matter hereof.  This Second Amendment may not be amended, modified,
altered or supplemented other than by means of a written instrument duly
executed and delivered on behalf of the parties hereto.

    


     d.           This
Second Amendment shall be governed by and construed in accordance with the laws
of the State of Colorado.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	ACCEPTED
      AND AGREED:	 	 	 	 
	 	 	 	 	APOLLO
      GOLD, INC.	 
	APOLLO
      GOLD CORPORATION 	 	 	 	 
	 	 	 	 	 	 
	By:	
                                    /s/
      Melvyn Williams

                                  	 	By:	
                                    /s/
      Melvyn Williams

                                  	 
	 	
                                    Melvyn
      Williams

                                  	 	 	
                                    Melvyn
      Williams

                                  	 
	 	 	 	 	 	 
	Title:	
                                    Sr. VP &
      CFO   

                                  	 	Title:	
                                    Sr. VP &
      CFO   

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      ACCEPTED
AND AGREED:

    

     

    OFFICER:

    
      
        
          	 	 	 	 	 
	
                  /s/
      R. David Russell

                	 	 	
                   

                	 
	
                  R.
      David Russell