Filed by Bowne Pure Compliance










Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT




LEE R. RICE




This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 10th day of September,
2008, by and between Colorado Goldfields Inc. (“Employer”), and Lee R. Rice (“Executive”).



WHEREAS, Employer is a corporation organized under the laws of the state of Nevada and with its principal places
of business in Lakewood, Colorado;



WHEREAS, Executive is an individual with knowledge and experience that are valuable to Employer;



WHEREAS, Employer desires to employ Executive and Executive desires to accept such employment subject to the terms
and conditions hereinafter set forth.



NOW THEREFORE, and in consideration of the mutual covenants and agreements hereinafter contained, the parties
hereby agree as follows:



1. EMPLOYMENT



Employer hereby employs Executive and Executive hereby accepts employment by Employer, upon all of the terms and
conditions as hereinafter set forth.



2. TERM



The term of this Agreement shall be month-to-month commencing on September 10, 2008. Unless termination is given
in accordance with paragraph 3, this agreement shall automatically renew each month.



3. TERMINATION OF AGREEMENT



This Agreement shall terminate upon the occurrence of any of the following events:



(a) Upon written notice of termination from either party to the other party, which notice may be given at any
time, with or without cause, and shall be effective thirty days (30) days thereafter unless a different effective date
is agreed in writing by the parties;



(b) Upon Executive’s death.



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Upon the termination of this Agreement, Executive shall be entitled to payment of compensation that is earned but
unpaid for services rendered by Executive as of the date of termination of this Agreement. In addition, Executive
shall be entitled to Separation Pay to the extent expressly set forth in Exhibit A to this Agreement, which pay shall
become due and owing according to the schedule set forth in Exhibit A. However, Executive shall not be entitled to any
compensation for services not yet performed, including services which could have been performed but for the termination
of this Agreement.



At the discretion of Employer, Employer may (a) require that Executive continue to perform his duties during the
period between notice pursuant to Section 3(a) of this Agreement and the resulting termination of this Agreement, or
(b) relieve Executive of his duties during such period (while continuing to provide compensation and benefits in
accordance with this Agreement).



4. DUTIES



Executive is employed by Employer as its Interim Chief Executive Officer and President. The precise nature of
Executive’s duties shall be as defined by the Board of Directors of Employer and may be broadened, curtailed or
otherwise modified by the Board of Directors of Employer from time to time in its sole discretion.



Executive agrees to devote the working time, energy and professional talent as is customarily performed and
required by an Interim Chief Executive Officer and President of a mining company. Notwithstanding the foregoing, (i)
Executive may serve as a director or trustee of another organization upon the prior written consent of the Board of
Directors, and (ii) Employer acknowledges that Executive holds other mining properties which are not part of the Option
Agreement, and that Executive may devote working time to such mining properties so long as Employer’s business is not
adversely affected. The Executive acknowledges that he is a fiduciary of the Employer and he agrees to serve the
Employer in a manner which is consistent with the fiduciary duties owed to the Employer.



During the term of this Agreement, Employer shall nominate Executive for election to the Board of Directors of
Employer as a member of the management slate at each annual meeting of the stockholders, or at each meeting of the
stockholders at which his class, if such class be designated, comes up for election.



5. COMPENSATION



Executive’s compensation under this Agreement shall be as set forth in Exhibit A, which is attached hereto and
incorporated herein. Such compensation shall be paid in accordance with the payroll policies and procedures of
Employer, as they may be modified from time to time at Employer’s sole discretion.



Upon the termination of this Agreement, Executive shall have no further rights to compensation under this
Agreement except for Separation Pay as provided in Exhibit A.


 


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In all cases in which Executive must obtain the consent of Employer or Management, such consent may be granted or
withheld at the sole discretion of Employer or Management as the case may be.



6. INDEMNIFICATION



Subject to the terms and conditions of the Articles of Incorporation and Bylaws of the Employer (in each case, as
in effect from time to time), the Employer agrees to indemnify and hold Executive harmless to the fullest extent
permitted by the laws of the State of Nevada, as in effect at the time of the subject act or omission. Notwithstanding
the foregoing, Employer shall not be required to indemnify Executive if a court or governmental tribunal of competent
jurisdiction finds that the event triggering the indemnification right was caused by, or due to, the willful misconduct
or gross negligence of Employee. In connection therewith, Executive shall be entitled to the protection of any
insurance policies which Employer elects to maintain generally for the benefit of the Employer’s directors and
officers, against all costs, charges and expenses whatsoever incurred or sustained by Executive in connection with any
action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or
employee of the Employer. This provision shall survive any termination of Executive’s employment hereunder. To the
extent that Employer has maintained insurance policies generally for the benefit of the Employer’s directors and
officers, Employer shall such insurance coverage, or use commercially reasonable efforts to obtain tail insurance
coverage for Executive, for a period of three years following termination of employment.



7. SEVERABILITY



In the event that any provision of this Agreement is held to be invalid, void or unenforceable (whether due to
unconscionability or otherwise), the remainder of this Agreement shall not be affected thereby, and all other
provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by the law.


 


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8. AGREEMENT NOT ASSIGNABLE



This Agreement shall be binding upon Employer and its successors and upon the heirs, representatives, executors,
and administrators of Executive. This Agreement is not assignable by either party, except that the rights and
obligations of this Agreement shall be assumed by any successor of Employer. For purposes of this Section 8, the term
“successor” shall include any individual or entity which acquires all or substantially all of the assets of Employer by
merger, purchase or otherwise.



9. WAIVER OF BREACH



The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach hereof.



10. NOTICES 



Any written notice to be given to Executive under the terms of this Agreement shall be addressed to Executive as
follows, unless Management is notified in writing of a change of address: 



Lee R. Rice


10920 West Alameda Ave


Suite 201


Lakewood, CO 80226



Such notice shall be deemed to have been duly given when enclosed and properly sealed in an addressed envelope
registered or certified mail return receipt requested and deposited, postage and registered or certification fee
prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.



11. TITLE AND HEADINGS



Titles and headings to paragraphs in this Agreement are for the purpose of reference only and in no way shall
limit, define or otherwise affect the provisions of this Agreement.



12. GOVERNING LAW



This Agreement, all interpretation and enforcement of this Agreement, and all disputes arising out of this
Agreement shall be governed solely and exclusively by the laws of the State of Colorado, regardless of the forum in
which such interpretation or enforcement of this Agreement occurs or such disputes are resolved, and without regard to
any principles of conflicts of laws.


 


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13. NO RULE OF CONSTRUCTION



The parties acknowledge that each of them has had ample opportunity for their own counsel to participate in
negotiating and drafting this Agreement. Therefore, no rule of construction shall apply to this Agreement which
construes ambiguous or unclear language in favor of or against any party



14. ENTIRE AGREEMENT



(a)          This Agreement, including Exhibit A, represents the entire employment agreement between Employer and
Executive pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written. No supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by Executive and by Employer with the approval of Management.



(b)          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.



For COLORADO GOLDFIELDS INC.



/s/ C. Stephen Guyer                

Colorado Goldfields, Inc,

C. Stephen Guyer, Chief Financial Officer




EXECUTIVE:



/s/ Lee R. Rice                         


Lee R. Rice


 


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EXHIBIT A

to

EXECUTIVE EMPLOYMENT AGREEMENT

between

COLORADO GOLDFIELDS INC. (“Employer”) and LEE R. RICE (“Executive”)

dated

September 10, 2008




During the term of the Agreement, Executive’s compensation shall be as follows:



A-1 SALARY



Employer shall pay to Executive a salary of $5,000 per month. Salary payments shall be subject to applicable
withholdings for taxes, to be paid in the manner specified in paragraph 5 of the Agreement. Executive’s salary may be
increased or reduced from time to time at the sole discretion of the Board of Directors, of Employer provided that
Executive’s salary may not be reduced by more than ten percent (10%) below the $5,000 per month figure stated above.
Executive acknowledges that salary and/or expenses may, at the discretion of the Chief Financial Officer, be paid in
stock pursuant to the Company’s 2008 Employee and Director Stock Compensation Plan.



A-2 VACATION



Executive shall be eligible for one (1) day of personal time off per month (“Vacation Time”), which will accrue each
month during the term of the Agreement up to a total of 15 days. Upon termination of this Agreement, Executive shall
be paid for earned but unused Vacation Time based upon the Salary in effect at the time of termination.



A-3 GROUP HEALTH COVERAGE



Executive shall be permitted to participate in such group health insurance plan as Employer may elect to provide for
its other employees, subject to the eligibility and participation requirements of such plan, which plan may be altered
or abolished from time to time at the sole discretion of Employer. However, the level of health insurance coverage for
Executive shall not be reduced below the level in effect upon Executive’s execution of this Agreement, and the cost to
Executive for health insurance coverage shall not be increased above the cost in effect upon Executive’s execution of
this Agreement. Subsequent to the termination or the expiration of the Agreement and at the Executive’s election and
cost, the Company will provide (subject to the eligibility and participation requirements), continued group health
insurance coverage through insurance plans as the Employer may make available for its other employees.



A-4 PENSION/PROFIT-SHARING PARTICIPATION



Executive shall be permitted to participate in such pension or profit-sharing plan as Employer may elect to provide for
its other employees, subject to the eligibility and participation requirements of such plan, which plan may be altered
or abolished from time to time at the sole discretion of Employer.


 


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A-5 AUTOMOBILE ALLOWANCE



Executive shall receive an automobile allowance of $100 per month. However, Executive’s automobile allowance may be
increased or reduced from time to time at the sole discretion of the Board of Directors of Employer, provided that
Executive’s automobile allowance may not be reduced by more than ten percent (10%) below the figure stated above. In
addition, mileage shall be reimbursed at the IRS standard rate.



A-6 OTHER EMPLOYMENT BENEFITS



Executive shall be permitted to participate in such other benefits of employment as Employer may elect to provide for
its other employees, subject to the terms and conditions established by Employer for those benefits, which benefits may
be altered or abolished from time to time at the sole discretion of Employer. Subsequent to the Executives termination
or the expiration of the Agreement and at the Executive’s election and cost the Company will provide (subject to the
eligibility and participation requirements), continued insurance coverage for life, disability, accidental death, and
other specialty coverages through insurance plans as the Employer may make available for its other employees.



A-7 EXPENSE REIMBURSEMENT



Executive shall receive reimbursement from Employer for all reasonable expenses incurred for the benefit of Employer by
Executive in the performance of his duties under the Agreement. Such expenses may include but are not limited to
reasonable out-of-pocket expenses for travel, lodging, meals, entertainment, and professional dues. Employer shall
have the right to establish guidelines for reimbursement of expenses, including but not limited to guidelines regarding
when prior approval for an expense is required and what documentation must be provided in order to obtain
reimbursement.



A-8 SEPARATION PAY



Upon termination of this Agreement, Executive shall be entitled to Separation Pay in accordance with the following
provisions:



(a) Termination by Employer for Convenience: Executive shall receive one month of Base Compensation for
each year of service as an employee or officer of the Employer.



(b) Resignation Within Ninety (90) Days Following Change of Control: Executive shall receive one month of
Base Compensation for each year of service as an employee or officer of Employer. In addition:



(i) Any stock options shall vest immediately;



(ii) all of Executive’s restricted (if any), shares of stock of Employer shall be promptly registered with the
Securities and Exchange Commission if not already freely tradable without restriction; and


 


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(iii) bonuses, if any, remaining unpaid (or unvested) for the period in which the resignation occurs shall be paid
(or vested) immediately, regardless of Executive’s performance status.



(c) Termination upon Expiration of Agreement Without Renewal or Extension: Executive shall receive one
month of Base Compensation for each year of service as an employee or officer of Employer.



(d) Death of Executive: Executive’s estate shall receive one month of salary for each year of service by
Executive as an employee or officer of Employer.



“Base Compensation” shall consist of: (1) salary at the rate in effect at the time of termination; (2) continued
participation in Employer’s group health insurance plan; (3) continued life insurance coverage; (4) access at the
Executive’s expense (subject to the eligibility and participation requirements) continued insurance coverage for
disability, accidental death, and other specialty coverages through insurance plans as the Employer may make available
for its other employees.



“Change of Control” shall mean:



(a) any change in the ownership or control of common stock of Employer which results in more than 30% of the
issued and outstanding common stock of Employer being owned or controlled by a person or entity, or a group of persons
or entities, who did not own or control more than 30% of the issued and outstanding common stock of Employer as of the
date of this Agreement; provided, however, that it shall not be deemed a “Change of Control” under this subsection (a)
if the change in ownership of more than 30% of the issued and outstanding common stock of the Employer is pursuant to a
public or private offering of common stock by the Employer for capital raising purposes, and such offering was approved
by the Board of Directors of the Employer; or



(b) the merger or consolidation of Employer with another entity such that more than 30% of the issued and
outstanding voting stock of the surviving entity is owned or controlled by a person or entity, or a group of persons or
entities, who did not own or control more than 30% of the issued and outstanding common stock of Employer as of the
date of this Agreement.



 


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