Exhibit 10.22


 





AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


 


THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the "Agreement") is made and entered into as of May 15, 2013, but shall be effective as of the 1st day of
January, 2013, by and between American Sands Energy Corp., a Delaware corporation (the "Company") and Daniel Carlson
(the "Executive").


W I T N E S S E T H:


Whereas, the Company and Executive previously
entered into an Employment Agreement effective as of January 1, 2012, as amended by an Amendment to Employment Agreement dated
as of January 14, 2013 (“collectively, the “Original Agreement”); and


Whereas, the Company and Executive desire
to amend and restate the Original Agreement as provided herein: and


WHEREAS, the Company continues to desire
to have the benefit of the Executive's efforts and services; and


WHEREAS, the Company has determined that
it is appropriate and in the best interests of the Company to provide to the Executive the compensation and benefits set forth
herein, and;


WHEREAS, the Executive desires to continue
to be employed by the Company in accordance with the terms set forth below;


NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby mutually covenant
and agree as follows:


1.DEFINITIONS. Whenever used in this
Agreement the following terms shall have the meanings set forth below:


(a)"Accrued Benefits"
shall mean the amount payable not later than ten (10) days following an applicable Termination Date and which shall be equal to
the sum of the following amounts:


(i)All compensation earned or
accrued through the Termination Date;


(ii)Reimbursement for any and
all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive
through the Termination Date;


(b)"Board" shall
mean the Board of Directors of the Company;


(c)"Cause" shall
mean any of the following:




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(i)The engaging by the Executive
in fraudulent conduct, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative
agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding,
whether civil, criminal, administrative or investigative, which the Board determines by a majority vote, has a significant adverse
impact on the Company in the conduct of the Company's business;


(ii)Conviction of a felony, as
evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal, which the Board determine by a majority vote, has a significant adverse impact on the Company in
the conduct of the Company's business;


(iii)Neglect or refusal by the
Executive to perform the Executive's duties or responsibilities (unless significantly changed without the Executive's consent);
or


(iv)A significant violation by
the Executive of the Company's established policies and procedures;


Notwithstanding the foregoing, Cause shall not exist
under Sections 1(c)(iii) and (iv) herein unless the Company furnishes written notice to the Executive of the specific offending
conduct and the Executive fails to correct such offending conduct within the thirty (30) day period commencing on the receipt of
such notice.


(d)"Notice of Termination"
shall mean the notice described in Section 11 herein;


(e)"Person" shall
mean any individual, partnership, joint venture, association, trust, corporation or other entity, other than an employee benefit
plan of the Company or an entity organized, appointed or established pursuant to the terms of any such benefit plan;


(f)"Termination Date"
shall mean:


(i)The Executive's date of death;


(ii)Upon receipt of the Termination
Notice if the termination is by the Company for Cause;


(iii)Thirty (30) days after the
delivery of the Notice of Termination if the Executive's employment is terminated by the Executive voluntarily; or


(iv)Thirty (30) days after the
delivery of the Notice of Termination if the Executive's employment is terminated by the Company for any reason other than death
or Cause;




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2.EMPLOYMENT. The Company hereby
agrees to employ the Executive and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein.


3.TERM. The employment of the Executive
by the Company pursuant to the provisions of this Agreement shall commence on the effective date hereof and will end on December
31, 2014, unless sooner terminated as provided herein; provided, however, that Executive acknowledges that his employment hereunder
is "at will" and may be terminated by either party by the giving of 30 days notice.


4.POSITIONS AND DUTIES. The Executive
shall serve as Vice President, Chief Financial Officer of the Company. In connection with the foregoing positions, the Executive
shall have such duties, responsibilities and authority as may from time to time be assigned by the Chief Executive Officer and
the Board. It is not anticipated, and the Executive shall not be required to work for the Company as his sole and exclusive function
and he may have other business interests and may engage in other activities in addition to those relating to the Company, so long
as they do not impede or interfere with the Executive’s duties hereunder.


5.PLACE OF PERFORMANCE. In connection
with the Executive's employment by the Company, the Executive will be based at the offices of the of LIFE Power & Fuels in
San Anselmo, CA but will be available to travel to the Corporate Headquarters in Salt Lake City, UT as required by his duties as
President.


6.COMPENSATION AND RELATED MATTERS.


(a)Salary. The Company
shall pay to the Executive $175,000, as his annualized base salary (subject to adjustment as provided herein) in equal monthly
installments (as nearly as practicable), in accordance with the Company's standard payroll policy (as in effect from time to time).
Such annualized base salary may be increased from time to time in accordance with normal business practices of the Company. The
annualized base salary of the Executive shall not be decreased below its then existing amount during the term of this Agreement.
The Executive’s salary will be paid as follows:


(i)The Executive’s salary
will accrue until a minimum of $2 million of gross proceeds has been raised by the Company (whether from debt, equity, a combination
of debt and equity, or through a single financing or series of financings), at which time his salary shall be paid in equal monthly
installments. Salary accrued from January 1 through such financing event will be paid up to four months in cash.


(ii)If there is any salary remaining
unpaid following a financing of $2 million, the remaining salary will convert into the same type of security (debt or equity) and
on the same terms and conditions of a financing of $5 million or more. If a financing is closed by the Company of $5 million or
more prior to the closing of a financing of $2 million as described in 6(a)(i) above, Executive shall be paid accrued salary as
set forth therein, and shall convert the remaining salary as set forth above. Executive shall have the flexibility to determine
and set the conversion date; provided, however, that the conversion ratio will be set as of the closing date of such financing.




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(b)Bonus. The Executive
shall be entitled to receive bonuses, when and as declared by the Board of Directors.


(c)Payment of Accrued Salary.
Upon closing of a financing of $2 million or more, the Company shall pay to Executive his accrued 2012 salary of $10,000.


(d)Expenses. The Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services
hereunder, including all expenses for travel and living expenses while away from home on business or at the request of and in the
service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures
established from time to time by the Company.


(e)Vacations. The Executive
shall be entitled to the number of vacation days in each calendar year, and to compensation in respect of earned but unused vacation
days, determined in accordance with the Company's vacation plan, but in no event less than fifteen (15) business days. The Executive
shall also be entitled to all paid holidays given by the Company to its executives


7.TERMINATION AS A RESULT OF DEATH.
If the Executive shall die during the term of this Agreement, the Executive's employment shall terminate on the Executive's date
of death and the Executive's surviving spouse, or the Executive's estate if the Executive dies without a surviving spouse, shall
be entitled to the Executive's Accrued Benefits as of the Termination Date.


8.TERMINATION FOR CAUSE. If the Executive's
employment with the Company is terminated by the Company for Cause, subject to the procedures set forth in Section 11 herein, the
Executive shall be entitled to receive the Executive's Accrued Benefits as of the Termination Date.


9.OTHER TERMINATION BY COMPANY. The
Executive's employment hereunder is "at will", and the Company may terminate such employment with or without Cause, upon
thirty (30) days prior written notice as provided in Section 12 herein. If the Executive's employment with the Company is terminated
by the Company other than by reason of death or Cause, subject to the notice procedures set forth in Section 12 herein, the Executive
(or in the event of the Executive's death following the Termination Date, the Executive's surviving spouse or the Executive's estate
if the Executive dies without a surviving spouse) shall receive the Executive's Accrued Benefits as of the Termination Date.


10.VOLUNTARY TERMINATION BY EXECUTIVE.
Provided that the Executive furnishes thirty (30) days prior written notice to the Company, the Executive shall have the right
to voluntarily terminate this Agreement at any time. The Executive shall receive the Executive's Accrued Benefits as of the Termination
Date.




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11.TERMINATION NOTICE AND PROCEDURE.
Any termination by the Company or the Executive of the Executive's employment during the Employment Period shall be communicated
by written Notice of Termination to the Executive, if such Notice of Termination is delivered by the Company, and to the Company,
if such Notice of Termination is delivered by the Executive, all in accordance with the following procedures:


(a)The Notice of Termination
shall indicate the date the termination is to be effective and the reason for the termination;


(b)Any Notice of Termination
by the Company shall be approved by a resolution duly adopted by a majority of the directors of the Company then in office;


12.NONDISCLOSURE OF PROPRIETARY INFORMATION.
Recognizing that the Company is presently engaged, and may hereafter continue to be engaged, in the research and development of
processes, the manufacturing of products or performance of services, which involve experimental and inventive work and that the
success of its business depends upon the protection of the processes, products and services by patent, copyright or by secrecy
and that the Executive has had, or during the course of his engagement may have, access to Proprietary Information, as hereinafter
defined, of the Company or other information and data of a secret or proprietary nature of the Company which the Company wishes
to keep confidential and the Executive has furnished, or during the course of his engagement may furnish, such information to the
Company, the Executive agrees that:


(a)"Proprietary Information"
shall mean any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other
information of a similar nature related to the business of the Company disclosed to the Executive or otherwise made known to him
as a consequence of or through his engagement by the Company (including information originated by the Executive) in any technological
area previously developed by the Company or developed, engaged in, or researched, by the Company during the term of the Executive's
engagement, including, but not limited to, trade secrets, processes, products, formulae, apparatus, techniques, know-how, marketing
plans, data, improvements, strategies, forecasts, customer lists, and technical requirements of customers, unless such information
is in the public domain to such an extent as to be readily available to competitors;


(b)The Executive acknowledges
that the Company has exclusive property rights to all Proprietary Information and the Executive hereby assigns all rights he might
otherwise possess in any Proprietary Information to the Company. Except as required in the performance of his duties to the Company,
the Executive will not at any time during or after the term of his engagement, which term shall include any time in which the Executive
may be retained by the Company as a consultant, directly or indirectly use, communicate, disclose or disseminate any Proprietary
Information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company,
its products, customers, processes and services, including information relating to testing, research, development, manufacturing,
marketing and selling;




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(c)All documents, records,
notebooks, notes, memoranda and similar repositories of, or containing, Proprietary Information or any other information of a secret,
proprietary, confidential or generally undisclosed nature relating to the Company or its operations and activities made or compiled
by the Executive at any time or made available to him or her prior to or during the term of his engagement by the Company, including
any and all copies thereof, shall be the property of the Company, shall be held by him or her in trust solely for the benefit of
the Company, and shall be delivered to the Company by him or her on the termination of his or her engagement or at any other time
on the request of the Company; and


(d)The Executive will not assert
any rights under any inventions, copyrights, discoveries, concepts or ideas, or improvements thereof, or know-how related thereto,
as having been made or acquired by him or her prior to his or her being engaged by the Company or during the term of his engagement
if based on or otherwise related to Proprietary Information.


13.ASSIGNMENT OF INVENTIONS.


(a)For purposes of this
Section 14, the term "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or copyrightable
or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as
improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company which
the Executive makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the
Company's facilities, materials or personnel), either solely or jointly with others during his or her engagement by the
Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such
engagement. All Inventions shall be the sole property of the Company, and Executive agrees to perform the provisions of this
Section 14 with respect thereto without the payment by the Company of any royalty or any consideration therefor other than
the regular compensation paid to the Executive in the capacity of an employee or consultant.


(b)The Executive hereby assigns
to the Company all of his rights to such Inventions, and to applications for United States and/or foreign letters patent or copyrights
and to United States and/or foreign letters patent or copyrights granted upon such Inventions.


(c)The Executive shall acknowledge
and deliver promptly to the Company, without charge to the Company, but at its expense, such written instruments (including applications
and assignments) and do such other acts, such as giving testimony in support of the Executive's inventorship, as may be necessary
in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and
copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Executive
acknowledges and agrees that any copyright developed or conceived of by the Executive during the term of Executive's employment
which is related to the business of the Company shall be a "work for hire" under the copyright law of the United States
and other applicable jurisdictions.




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(d)No provisions of this Section
shall be deemed to limit the restrictions applicable to the Executive under Section 13.


(e)No provisions of this Section
shall be deemed or construed to require the Executive to assign to the Company any rights or intellectual property with respect
to any invention which (i) is created by the Executive entirely on his own time, (ii) does not constitute an "employment invention"
as defined in the Utah Employment Inventions Act, and (iii) is not exempted from the application of the Utah Employment Inventions
Act.


14.SHOP RIGHTS. The Company shall
also have the royalty-free right to use in its business, and to make, use and sell products, processes and/or services derived
from any inventions, discoveries, concepts and ideas, whether or not patentable, including but not limited to processes, methods,
formulas and techniques, as well as improvements thereof or know-how related thereto, which are not within the scope of Inventions
as defined in Section 14 but which are conceived or made by the Executive during the period he or she is engaged by the Company
or with the use or assistance of the Company's facilities, materials or personnel.


15.REMEDIES AND JURISDICTION.


(a)The Executive hereby acknowledges
and agrees that a breach of the agreements contained in this Agreement will cause irreparable harm and damage to the Company, that
the remedy at law for the breach or threatened breach of the agreements set forth in this Agreement will be inadequate, and that,
in addition to all other remedies available to the Company for such breach or threatened breach (including, without limitation,
the right to recover damages), the Company shall be entitled to injunctive relief for any breach or threatened breach of the agreements
contained in this Agreement.


(b)All claims, disputes and
other matters in question between the parties arising under this Agreement, shall, unless otherwise provided herein, be decided
by arbitration in Salt Lake City, Utah, in accordance with the Model Employment Arbitration Procedures of the American Arbitration
Association (including such procedures governing selection of the specific arbitrator or arbitrators), unless the parties mutually
agree otherwise. The Company shall pay the costs of any such arbitration. The award by the arbitrator or arbitrators shall be final,
and judgment may be entered upon it in accordance with applicable law in any state or Federal court having jurisdiction thereof.


16.ATTORNEYS' FEES. In the event
that either party hereunder institutes any legal proceedings in connection with its rights or obligations under this Agreement,
the prevailing party in such proceeding shall be entitled to recover from the other party, all costs incurred in connection with
such proceeding, including reasonable attorneys' fees, together with interest thereon from the date of demand at the rate of twelve
percent (12%) per annum.


17.SUCCESSORS. This Agreement and
all rights of the Executive shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives,
estates, executors, administrators, heirs and beneficiaries. In the event of the Executive's death, all amounts payable to the
Executive under this Agreement shall be paid to the Executive's surviving spouse, or the Executive's estate if the Executive dies
without a surviving spouse. This Agreement shall inure to the benefit of, be binding upon and be enforceable by, any successor,
surviving or resulting company or other entity to which all or substantially all of the business and assets of the Company shall
be transferred whether by merger, consolidation, transfer or sale.




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18.ENFORCEMENT. The provisions of
this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable
by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.


19.AMENDMENT OR TERMINATION. This
Agreement may not be amended or terminated during its term, except by written instrument executed by the Company and the Executive.


20.SURVIVABILITY. The provisions
of Sections 1212, 133, 14, 15, and 166 shall survive termination of this Agreement.


21.ENTIRE AGREEMENT. This Agreement
sets forth the entire agreement between the Executive and the Company with respect to the subject matter hereof, and supersedes
all prior oral or written agreements, negotiations, commitments and understandings with respect thereto.


22.VENUE; GOVERNING LAW. This Agreement
and the Executive's and Company's respective rights and obligations hereunder shall be governed by and construed in accordance
with the laws of the State of Utah without giving effect to the provisions, principles, or policies thereof relating to choice
or conflicts of laws.


23.NOTICE. Notices given pursuant
to this Agreement shall be in writing and shall be deemed given when received, and if mailed, shall be mailed by United States
registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to:


	Company:		American Sands Energy Corp.

4760 S. Highland Dr. Ste 341


Salt Lake City, UT 84117


Facsimile: (801) 277-7888









 


 


	Executive:		Daniel Carslon

245 Sir Francis Drake Boulevard


San Anselmo, CA 94960


Facsimile: (415) 532-1357









 


or to such other address as the Company shall have given
to the Executive or, if to the Executive, to such address as the Executive shall have given to the Company.


24.NO WAIVER. No waiver by either
party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed
by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.




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25.HEADINGS. The headings herein
contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.


26.COUNTERPARTS. This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute
one and the same instrument.


 


 


 


 


 


 


 


 


 




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IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date and year
first above written.


	 	"COMPANY"
	 	 
	 	American Sands Energy Corp.
	 	 
	 	 
	 	 
	 	By:     /s/ William C. Gibbs          
	 	William C. Gibbs, Chairman and Chief    Executive Officer 
	 	 
	 	 
	 	 
	 	"EXECUTIVE"
	 	 
	 	 
	 	 /s/ Daniel Carlson______
	 	Daniel Carlson
	 	Chief Financial Officer


 


 


 




 


 


 






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