Executive Employment Agreement (2011)Full Document 

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                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS  AGREEMENT  made  as  of  the  31ST  day  of  May,  2011,

BETWEEN

AMERICAN MINING CORPORATION, a corporation incorporated under the laws of the
State of Nevada, having a registered office located at 2533 North Carson Street,
Carson City, Nevada  89706 (the "Corporation"),

AND

GARY MACDONALD, of Oceanside, California (the "Executive").

WHEREAS,

A.     the Corporation has acquired substantial assets from a company founded by
the  Executive for the purpose of expanding the business of the Corporation (the
"Acquisition");

B.     it  was  a  condition  to  the  completion  of  the  Acquisition that the
Executive accept an offer of employment from the Corporation in the form of this
agreement  to  provide  the  services  described  herein;

C.     the Corporation recognizes that the Executive has special skills relating
to  and  extensive  familiarity with the assets acquired through the Acquisition
and  the  expanded  business  of  the  Corporation;

D.     the  Executive  has  expressed  concern  to  the  Corporation  that  the
Executive's  employment  could  be  terminated before the expiration of the Term
without  cause  or  adversely  modified;  and

E.     the board of directors of the Corporation has determined that it would be
in  the  best  interests of the Corporation to induce the Executive to remain in
the  employ  of  the Corporation, and that provisions of this agreement are fair
and  reasonable  and  in  the  best  interests  of  the  Corporation.

NOW  THEREFORE  in  consideration  of  the  premises  hereof  and  of the mutual
covenants  and  agreements hereinafter set forth and for other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged by
the  parties,  the  parties  agree  as  follows:

1.     INTERPRETATION

1.1     The  headings  of the Articles, sections, subsections and clauses herein
are  inserted for convenience of reference only and shall not affect the meaning
or  construction  hereof.

1.2     This agreement shall be construed and interpreted in accordance with the
laws of the State of Nevada and the federal laws of the United States of America
applicable  therein.  Each  of  the  parties  hereby  irrevocably attorns to the
jurisdiction  of  the  courts of the State of Nevada with respect to any matters
arising  out  of  this  agreement.

1.3     If  any  provision  of  this  agreement  is  determined  to  be  void or
unenforceable  in  whole  or in part, it shall not be deemed to affect or impair
the  validity of any other provision herein and each such provision is deemed to
be  separate,  distinct  and  severable.

1.4     For  the  purposes of this agreement, the following terms shall have the
following  meanings,  respectively:

(a)     "ANNUAL  SALARY"  means  the  sum  of:

(i)     the  aggregate  of  the annual salaries of the Executive, payable to the
Executive  by  the  Corporation  and its subsidiaries as at the end of the month
immediately  preceding  the  month  in  which  the  Executive's  employment  is
terminated;  and

(ii)     an  amount  equal  to  the  greater  of:

(1)     the aggregate amount of all remuneration, salaries, bonuses and benefits
(including  the  present  cash  value  of  any non-cash remuneration, bonuses or
benefits)  not included in clause 1.4(a)(i) above that the board of directors of
the  Corporation  in  its  absolute discretion estimates would be payable to the
Executive  during  the  fiscal  year of the Corporation in which the Executive's
employment  is terminated by the Corporation and its subsidiaries, assuming: (1)
the employment of the Executive was not terminated during such year; and (2) the
Executive benefits from and participates in such remuneration, salaries, bonuses
and  benefits on a basis consistent with the Corporation's established practices
in  effect  for  senior  executives  of  the  Corporation  and  its subsidiaries
immediately  prior  to  the  Termination  Date;  and

(2)     one-half  of the aggregate amount of all remuneration, salaries, bonuses
(including  the  present  cash  value  of  any non-cash remuneration, bonuses or
benefits)  not  included  in  clause  1.4(a)(i)  above  paid  or  payable to the
Executive  by the Corporation and its subsidiaries during the 24 calendar months
immediately  preceding  the  Termination  Date;

(b)     "BOARD"  means  the  board  of  directors  of  the  Corporation.

(d)     "EFFECTIVE  DATE"  means  June  1,  2011.

(e)     "GOOD  REASON"  means the occurrence of any of the following without the
Executive's  written  consent,  except in connection with the termination of the
employment  of  the  Executive  for  Just  Cause,  Death  or  Disability:

(i)     a change (other than those that are clearly consistent with a promotion)
in  the  Executive's  position  or duties (including any position or duties as a
director  of the Corporation), responsibilities, title or office, which includes
any  removal  of the Executive from or any failure to re-elect or re-appoint the
Executive  to  any  such  positions  or  offices;

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