GOLD BAG, INC. C/O WEED & CO. LLP 4695 MACARTHURCOURT, SUITE1430, NEWPORTBEACH, CALIFORNIA92660 TELEPHONE(949) 475-9086 FACSIMILE(949) 475-9087

 

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Exhibit 10.6

 

email: ***@***

(949)  ###-###-#### EXT. 22

 

Mr. Dorian L. (Dusty) Nicol

1590 Little Raven Street, Unit 602

Denver Colorado 80202 USA

 

Phone: 303 ###-###-####

Email: ***@***

 

RE: Employment Agreement

 

Greetings:

 

The purpose of this letter is to set forth the terms and conditions of an at-will employment agreement (the “Agreement”) between Dorian L. (Dusty) Nicol, an individual (“NICOL” or the “Executive”), and Gold Bag, Inc., a Nevada corporation (“GBGI” or the “Company”) that shall become effective as of January 1, 2011.

 

GBGI shall appoint NICOL to serve as GBGI’s Director of Exploration (“DOE”).  GBGI shall provide NICOL with the indemnification protections set forth under Nevada law.

 

For a minimum period of one year, NICOL shall devote so much of his time and attention to his duties as DOE as is reasonably required to meet the objectives specified by GBGI’s CEO, Grant White.  After one year from the effective date of this Agreement, termination of this Agreement by either party will require a minimum of 90 days’ written notice.  NICOL will report directly to the CEO, Grant White and his role and responsibilities will include among other things:

i)

Coordinating and ensuring that all geologic due diligence on all potential acquisitions and investments is carried out professionally, responsibly, thoroughly and accurately with the best possible consultants and employees being selected by and manged by NICOL for this purpose.

 

ii)

Managerial oversite over all existing and future owned projects with regards to exploration work carried out on the properties including budget, third party contractor and consultant retention, and drill target review.

iii)

All such other geologic and exploration work deemed appropriate by the CEO, Grant White.

 

Commencing upon signing of this agreement and retroactive to January 1, 2011, GBGI shall compensate NICOLwith a payment of Twelve Thousand Dollars ($12,000) per month, paid bi- monthly in arrears.   This compensation shall be reviewed annually.  NICOL shall also be able to receive a possible bonus every 6 months as determined by the board based on business success during the prior 6 month period.  Notwithstanding this periodic review, GBGI shall pay to NICOL a bonus of $ 15,000 within 5 days of the closing of GBGI’s acquisition of Metallum Resources PLC as a Bonus Finder’s Fee.  GBGI shall also reimburse NICOL for all approved business related expenses. NICOL shall also be able to participate in a GBGI employee stock option plan with an initial grant of 1 million options under the plan with an exercise price of $0.50 per share.

 

Trade Secrets and Proprietary Information.  The Executive agrees and understands that due to the Executive's position with the Company, the Executive will be exposed to, and has received and will receive, confidential and proprietary information of the Company or relating to the Company's business or affairs collectively, the “Trade Secrets”), including but not limited to technical information, product information and formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company's services or products, promotions, development, financing, expansion plans, business policies and practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of trade secrets. Trade Secrets shall not include any such information which (A) was known to the Executive prior to his employment by the Company or (B) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this Section.  Except to the extent that the proper performance of the Executive's duties, services and responsibilities hereunder may require disclosure, the Executive agrees that during the Employment Term and at all times thereafter the Executive will keep such Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company.  This confidentiality covenant has no temporal, geographical or territorial restriction.  On the Termination Date unless the Executive remains as an employee of the Company thereafter (in which case, on the date which the Executive is no longer an employee of the Company), the Executive will promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible product or document which has been produced by, received by or otherwise submitted to and retained by the Executive in the course of his employment with the Company.  Any material breach of the terms of this Paragraph shall be considered Cause.

 

Prohibited and Competitive Activities.  The Executive and the Company recognize that due to the nature of the Executive's engagement hereunder and the relationship of the Executive to the Company, the Executive has had and will have access to, has had and will acquire, and has assisted and may continue to assist in, developing confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, without limitation, Trade Secrets.  The Executive acknowledges that such information has been and will be of central importance to the business of the Company and its affiliates and that disclosure of it to, or its use by, others (including, without limitation, the Executive (other than with respect to the Company's business and affairs)) could cause substantial loss to the Company.

 

The Executive and the Company also recognize that an important part of the Executive's duties will be to develop good will for the Company and its affiliates through the Executive's personal contact with Clients (as defined below), employees, and others having business relationships with the Company, and that there is a danger that this good will, a proprietary asset of the Company, may follow the Executive if and when the Executive's relationship with the Company is terminated.  The Executive accordingly agrees as follows:

 

(i) Prohibited Activities.  The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates’ relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity”); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable.  As used herein, the term “Clients” shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

 

Remedies.  The Executive agrees that any breach of the terms of this Section would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive therefore agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages. The terms of this Paragraph shall not prevent the Company from pursuing any other available remedies to which the Company may be entitled at law or in equity for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The provisions of this Section 6 shall survive any termination of this Agreement. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section.

 

Proprietary Information and Inventions.  The Executive agrees that any and all inventions, discoveries, improvements, processes, formulae, business application software, patents, copyrights and trademarks made, developed, discovered or acquired by him prior to and during the Employment Term, solely or jointly with others or otherwise, which relate to the business of the Company, and all knowledge possessed by the Executive relating thereto collectively, the “Inventions”), shall be fully and promptly disclosed to the Board of Directors and to such person or persons as the Board of Directors shall direct and the Executive irrevocably assigns to the Company all of the Executive's right, title and interest in and to all Inventions of the Company and all such Inventions shall be the sole and absolute property of the Company and the Company shall be the sole and absolute owner thereof.  The Executive agrees that he will at all times keep all Inventions secret from everyone except the Company and such persons as the Board of Directors may from time to time direct.  The Executive shall, as requested by the Company at any time and from time to time, whether prior to or after the expiration of the Employment Term, execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment of the Inventions to the Company or its designees and any patent applications (United States or foreign) and renewals with respect thereto, including any other instruments deemed necessary by the Company for the prosecution of patent applications, the acquisition of letters patent and/or the acquisition of patents or copyrights in any and all countries and to vest title thereto in the Company or its nominee.

 

Representations and Warranties of the Executive.  The Executive represents and warrants to the Company that:

 

(i) The Executive's employment by the Company as contemplated will not conflict with, and will not be constrained by, any prior or current employment, consulting agreement or relationship, whether written or oral and it is understood and agreed by the Company that NICOL will be able to continue his role as CEO of Tournigan Energy; and

 

(ii)  The Executive does not possess confidential information arising out of any employment, consulting agreement or relationship with any person or entity other than the Company which could be utilized in connection with the Executive's employment by the Company.

 

Binding Effect or Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, representatives, states, successors and assigns, including any successor or assign to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise; provided, however, that the Executive, or any beneficiary or legal representative of the Executive, shall not assign all or any portion of the Executive's rights or obligations under this Agreement without the prior written consent of the Company.

 

Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt.

 

Amendment and Modification.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by each of the Executive and the Company. No such waiver or discharge by either party hereto at any time or any waiver or discharge of any breach by the other party hereto of, or compliance with, any condition or provision of this agreement to be performed by such other party, shall be deemed a waiver or discharge of similar or dissimilar provisions or conditions, or a waiver or discharge of any breach of any provisions, at the same or at any prior or subsequent time.

 

Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of Nevada without giving effect to the conflict of law principles of that state.

 

Severability.  In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other portion of this Agreement, and this Agreement shall be construed as if such provision had never been contained herein.

 

Withholding Taxes.  Notwithstanding anything contained herein to the contrary, all payments required to be made hereunder by the Company to the Executive, or his estate or beneficiaries, shall be subject to the withholding of such amounts as the Company may reasonably determine it should withhold pursuant to any applicable federal, state or local law or regulation.

 

Arbitration of Disputes.  The parties hereto mutually consent to the resolution by arbitration of all claims and controversies arising out of or relating to this Agreement.

 

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

 

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, written or oral, understandings and arrangements, either oral or written, between the parties with respect to the subject matter, and shall, as of the date hereof, constitute the only employment agreement between the parties.

 

Further Assurances.  Each party shall do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all other agreements, certificates, instruments, and documents as any other party reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated.

 

Construction.  The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning or interpretation of this Agreement. GBGI

 

If this Agreement is acceptable to NICOL, then sign and return a copy, together with a complete business biography that includes the information required for the Form 8-K.

 

 

 

 

APPROVED & AGREED:

 

Dorian L. (Dusty) Nicol

 

Grant White

President and CEO

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