Exhibit 10.23
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 30th day
of January, 2007 (the "Effective Date"), between IDAHO GENERAL MINES, INC. (the
"Company"), and ANDREW J. RUSSELL ("Employee").
WITNESSETH
WHEREAS, the Company is in the mining business and wishes to retain the services
of the most highly qualified mining professionals; and
WHEREAS, Employee has been an employee of the Company since August 16, 2006,
serving as a Senior Manager Permitting and Technical; and
WHEREAS, Employee has been the Senior Manager of Permitting and Technical of the
Company since that date; and
WHEREAS, the Company desires to restate its employment arrangement with Employee
and employ Employee as its Director of Projects and Operations ("DPO"); and
WHEREAS, Employee desires to by employed by the Company as its DPO all on the
terms and conditions provided herein; and
NOW, THEREFORE, in consideration of the foregoing, and the respective covenants
and promises of the parties contained herein, the Company and Employee enter
into this Agreement and agree as follows:
1.
DESCRIPTION OF SERVICES
1.1
EMPLOYER IS A RESIDENT OF ARIZONA AND THE COMPANY UNDERSTANDS HIS
BASE OF OPERATION AS DPO WILL BE FROM THE PHOENIX, ARIZONA AREA.
EMPLOYEE
UNDERSTANDS THAT DESPITE THE FOREGOING, HIS DUTIES WILL REQUIRE EXTENSIVE TRAVEL
TO, WITHOUT LIMITATION, THE LOCATION OF THE COMPANY ASSETS AND ITS
HEADQUARTERS.
EMPLOYEE SHALL, TO THE BEST OF HIS ABILITY, INDUSTRIOUSLY AND
FAITHFULLY PERFORM THE RESPONSIBILITIES AS DPO OF THE COMPANY.
EMPLOYEE SHALL
DEVOTE ALL OF HIS BUSINESS TIME, ATTENTION, SKILL AND EFFORTS EXCLUSIVELY TO THE
BUSINESS AND AFFAIRS OF COMPANY.
EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS
THE NECESSARY KNOWLEDGE AND EXPERIENCE TO COMPETENTLY AND PROFESSIONALLY
ACCOMPLISH THE DUTIES OF DPO AS OUTLINED IN THIS AGREEMENT.
1.2
SUBJECT TO THE DIRECTION OF THE CHIEF EXECUTIVE OFFICER,
EMPLOYEE'S DUTIES AS DPO OF THE COMPANY, AT THE COMPANY'S SOLE DISCRETION, MAY
INCLUDE FROM TIME TO TIME, WITHOUT LIMITATION, ANY OR ALL OF THE FOLLOWING:
(A)
OVERALL MANAGEMENT OF ALL DAY-TO-DAY COMPANY OPERATIONS;
(B)
MANAGEMENT OF ALL STAFFING REQUIREMENT FOR COMPANY DAY-TO-DAY
OPERATIONS;
(C)
DEVELOPMENT OF BUDGETS AND FORECASTS FAT-REVIEW AND ADOPTION BY
THE COMPANY FOR ALL DAY-TO-DAY OPERATIONS OF THE COMPANY;
(D)
MANAGEMENT OF ALL COMPANY DAY-TO-DAY OPERATIONS WITHIN BUDGETS
ADOPTED BY THE COMPANY FROM TIME TO TIME;
(E)
ATTAINMENT OF GOALS ADOPTED BY THE COMPANY FOR ITS DAY-TO-DAY
OPERATIONS; AND
(F)
SUCH OTHER DUTIES THAT MAY BE ASSIGNED TO EMPLOYEE FROM TIME TO
TIME BY THE COMPANY.
Employee's duties shall also include other obligations as set forth elsewhere in
this Agreement.
1.3
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, EMPLOYEE
WILL NOT DURING THE TERM OF THIS AGREEMENT UNDERTAKE OR ENGAGE IN ANY OTHER
EMPLOYMENT OR OCCUPATION.
IT IS UNDERSTOOD THAT RUSSELL IS AN OWNER IN TWO
BUSINESSES UNRELATED TO THE COMPANY AND THAT THESE ENTITIES ARE IN NO WAY IN
MARKET COMPETITION WITH THE COMPANY.
SUCH ENTITIES DO FROM TIME TO TIME REQUIRE
THE TERTIARY INVOLVEMENT OF RUSSELL.
THIS PROVISION SHALL