Employment Agreement of Douglas L. Tobler, dated July 1, 2019
DOUGLAS L. TOBLER
THIS AGREEMENT shall be effective as of July 1, 2019 ("Effective Date") by and among Vista Gold Corp. (“VGC”), a Yukon Territory Corporation, Vista Gold U.S. Inc., a Delaware Corporation ("Employer" or the “Company”), and Douglas L. Tobler ("Employee").
1.Employment. Employer hereby employs Employee and Employee hereby accepts employment by Employer upon the terms and conditions hereinafter set forth.
2.Term. The term of this Agreement (the "Term") shall begin on the Effective Date, shall not be for a definite period, but rather continued indefinitely until terminated in accordance with paragraph 6 of this Agreement.
Employer shall pay Employee a base salary at an annual rate of $275,000 (less such withholdings and deductions as required or permitted by law or by Employer’s policies) ("Base Salary"). Employee’s Base Salary will be reviewed annually by the Board of Directors of VGC (the “Board”) and may be adjusted in the sole discretion of the Board based on such review.
Employee shall be entitled to receive health, dental, life, disability and accidental death and dismemberment insurance, and a 401(k) benefit plan, on the same basis as made available to other United States employees of Employer. Employer may, in its discretion, also reimburse Employee for dues for professional organizations of which Employee is a member.
In addition to the foregoing, Employee shall be entitled to four (4) weeks paid vacation per year plus one (1) additional week per year after five (5) continuous years of service from the date of hire, subject to the following conditions:
Employee may carry a maximum of 6 weeks of vacation from one year to the next and will forfeit any vacation in excess of this amount accrued and not used prior to December 31st of each year; and
Employee shall take at least one vacation period per year with a planned absence of at least one (1) week during which his responsibilities shall be assumed by a subordinate or other executive officer of the Company.
On such terms and conditions as may be approved by the Board in its discretion, Employee may be permitted to participate in VGC’s Short Term Incentive Plan (“STIP”) and Long Term Equity Incentive Plan (“LTIP”).
a.Employer hereby employs Employee, and Employee agrees to be employed, as
- 1 -
Chief Financial Officer of VGC and Employer. Employee shall, subject to the direction and control of the Board, devote his full time and attention and his skills to the business of VGC, Employer and their Subsidiaries (as defined in Section 5 hereof) and shall properly and efficiently carry out the duties assigned to him by the Board. Employee shall at all times act in the best interests of VGC, Employer and their Subsidiaries and shall not, without the prior consent in writing of the Board, engage in any other activity or employment which, in the judgment of the Board, conflicts with or impairs the ability of Employee to perform his duties under this Agreement.
b.Employee shall comply with all policies, procedures, and rules of Employer as may be in effect or modified from time to time. Employee shall perform all of his duties, and shall insure that all actions performed within his area of responsibility are performed, in full compliance with all applicable laws
5.Other Duties. Upon request by the Board, for so long as the Board may specify in its discretion, and without compensation in addition to that provided by this Agreement, Employee shall:
a. serve as a member of the board of directors of the Employer.
b.serve as an officer of or the nominee of VGC on the board of directors of any other companies in which either or both of VGC and Employer has an interest (each such company being hereinafter referred to collectively as the "Subsidiaries"), subject to appropriate authorization by the companies involved.
Upon termination of this Agreement or upon request by the Board, Employee shall resign from each of the positions which he has assumed pursuant to this paragraph 5, and shall sign all documents and take all steps as the Board may in its discretion deem necessary or advisable to effect such resignations.
- 2 -
- 3 -
- 4 -
7.Lawsuits. Employee shall promptly notify the Board of any suit, proceeding or other action commenced or taken against VGC, Employer or any Subsidiary, or of any facts or circumstances of which Employee is aware which may reasonably form the basis of any suit, proceeding or action against VGC, Employer or any Subsidiary.
- 5 -
8.Board Information. Employee shall keep the Board fully informed of all relevant matters concerning VGC, Employer and the Subsidiaries and shall provide the Board with status reports concerning such entities at such times, in such manner and containing such information as the Board may request from time to time.
9.Compliance with Laws. To carry out his obligations hereunder, Employee shall make reasonable efforts to familiarize himself with and shall cause VGC, Employer and the Subsidiaries to comply with all relevant and applicable laws, regulations and orders and in particular, shall conduct the business of VGC, Employer and the Subsidiaries in a manner so as to cause VGC to comply in all material respects with all federal, provincial, state or local environmental laws, regulations and orders of application in each jurisdiction where VGC, Employer and the Subsidiaries carries on business or owns assets. Employee shall promptly notify the Board if he becomes aware that VGC, Employer or any of the subsidiaries has violated any law.
10.Disclosure of Information. By acceptance of this Agreement, Employee expressly acknowledges that he has received or will receive certain confidential information pertaining to the operations and business affairs of VGC, Employer and the Subsidiaries and, as the same may exist from time to time, such information is a valuable, special and unique asset of the business of VGC. Employee agrees that he shall not, during his employment under this Agreement or at any time thereafter, disclose any such information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior written consent of VGC. Employee also hereby agrees that immediately upon any termination of this Agreement, for any reason whatsoever, Employee shall return to VGC all copies of any such information (in whatever form) then in Employee's possession. The Employee, VGC and the Employer agree that upon a breach or violation of any provision of Section 10, VGC and the Employer, in addition to all other remedies which might be available to them, shall be entitled as a matter of right to equitable relief in any court or competent jurisdiction, including the right to obtain injunctive relief or specific performance. The Employee, VGC and the Employer agree that the remedies at law for any such breach or violation are not fully adequate and that the injuries to VGC and the Employer as a result of the continuation of any breach or violation are incapable of full calculation in monetary terms and, therefore, constitute irreparable harm. The provisions of Section 10 shall survive termination of this Agreement.
Employer and Employee agree that: this provision does not impose an undue hardship on Employee and is not injurious to the public; that this provision is necessary to protect
- 6 -
the business of VGC, Employer, and the Subsidiaries; the nature of Employee’s responsibilities with VGC, Employer, and its affiliates under this Agreement require Employee to have access to confidential information which is valuable and confidential; the scope of this Section 11 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 11, including consideration herein. The provisions of Section 11 shall survive the termination of this Agreement.
11.Assignment. This Agreement and rights and obligations of the parties hereto may be assigned by VGC, or Employer and shall bind and inure to the benefits of the assigns, successor or successors of VGC, and Employer and, insofar as payments are to be made to Employee after his death, shall inure to the benefit of the assigns, heirs, estate or legal representative of Employee. This Agreement is personal to Employee and may not be assigned by Employee.
12.Entire Agreement; Modifications. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions of the parties. There are no conditions, representations, warranties, covenants, agreements or other provisions, express or implied, relating to the subject matter of this Agreement except as expressly provided in this Agreement. This Agreement may only be changed, modified, supplemented or amended by an agreement in writing signed by the party to be bound thereby.
13.Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of Colorado.
14.Arbitration. Any controversy or claim arising from or related to Employee's employment, this Agreement, or the breach thereof, will be settled by final and binding arbitration before a panel of three arbitrators in Denver, Colorado and judgment may be entered upon the arbitration award by any court having jurisdiction thereof. Matters subject to this provision include, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits. Matters to be resolved under this provision also include claims and disputes arising out of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act and any other anti-discrimination statute, ordinance or rule. Such arbitration shall be administered by the American Arbitration Association under the then prevailing applicable rules of the American Arbitration Association. Within 15 days after the commencement of such arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. All fees and expenses of the arbitration shall be borne by Employer. However, each party shall be responsible for and shall pay his or its own attorneys' fees. Notwithstanding this provision, however, either party may apply to any court having jurisdiction hereof and seek injunctive relief to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved.
15.Severability. If any part of this Agreement is for any reason declared to be illegal, invalid, unconstitutional, void or unenforceable, all other provisions hereof not so held shall be and remain in full force and effect, and the intention of the parties as expressed in the stricken provision(s) shall be given effect to the extent possible.
- 7 -
16.Dollar References. All references to "dollars" and "$" shall mean United States Dollars.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth below their signatures, effective as of the day and year first above written.
Vista Gold U.S. Inc.
/s/ Fredrick H. Earnest
Vista Gold Corp.
/s/ Fredrick H. Earnest
/s/ Douglas L. Tobler
- 8 -