Attached files
| file | filename |
|---|---|
| EX-10.1 - REVISED 2009 EQUITY INCENTIVE PLAN - Advantego Corp | golden_8k-plan.htm |
| EX-10.2 - TERRY C. TURNER EMPLOYMENT AGMT - Advantego Corp | golden_8k-turner.htm |
| EX-10.3 - TRACY A. MADSEN EMPLOYMENT AGMT - Advantego Corp | golden_8k-madsen.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________________
FORM
8-K
|
|
CURRENT
REPORT
|
|
|
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Date
of Report: October 7, 2009
| Golden Eagle International, Inc. | ||
|
(Name
of registrant as specified in its charter)
|
| Colorado | 0-23726 | 84-1116515 | ||
| State of Incorporation | Commission File Number | IRS Employer Identification No. |
9661
South 700 East, Salt Lake City, Utah 84070
Address
of principal executive offices
801-619-9320
Telephone
number, including
Area
code
Not
applicable
Former
name or former address if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 7, 2009 the Board of
Directors of Golden Eagle International Inc. (the “Company”) adopted a new
equity compensation plan and granted options under that plan and approved the
terms of employment agreements between both the Company’s chief executive
officer and its chief financial officer. Both employment agreements
and the equity compensation plan itself are subject to shareholder
approval. Since they are subject to shareholder approval, the
employment agreements are not enforceable against the Company and the options
granted pursuant to the plan are not exercisable. Consequently the
disclosure in this report is being voluntarily provided by the
Company.
1. Revised 2009 Equity Incentive
Plan. On October 7, 2009 the Company adopted the Golden Eagle
International, Inc. Revised 2009 Equity Incentive Plan (the “Revised
Plan”). Additionally, on that date the Board of Directors nullified
the 2009 Equity Incentive Plan which was adopted on March 27,
2009. The earlier (March 2009) plan is not effective because it, too,
was subject to shareholder approval which has not been obtained. The
Revised Plan and all options granted pursuant to it, are subject to
consideration and approval by our shareholders by no later than October 6,
2010.
Concurrent with the adoption of the
Revised Plan the Board of Directors granted options to our executive officers
and directors, as well as several of our key employees. The options granted
under the Revised Plan only vest if and when the Company’s shareholders approve
the Revised Plan, and will be exercisable for a three year term through October
7, 2012. The exercise price of all options granted under the Revised
Plan is $0.0011 which was established by calculating the average of the closing
price for the 10 trading days prior to October 7, 2009 ($0.0010), the date the
Board approved the Plan, plus the addition of 10% to that average
price. The options were granted as follows:
|
Terry
C. Turner, President, Chief Operating Officer and Chairman of the Board of
Directors
|
200,000,000
|
|
|
Harlan
(Mac) DeLozier, Vice President for Bolivian Operations and
Director
|
100,000,000
|
|
|
Tracy
A. Madsen, Vice President for U.S. Operations, Chief Financial Officer,
Corporate Secretary and Treasurer
|
75,000,000
|
|
|
Alvaro
Riveros, Director
|
10,000,000
|
|
|
Blane
W. Wilson, Chief Operating Officer
|
80,000,000
|
2. Executive Employment
Agreements.
On October 7, 2009 the Company’s Board
of Directors approved the general terms of employment agreements between the
Company and:
1) Terry
Turner, the Company’s Chief Executive Officer, President and Chairman of the
Board of Directors (the “Turner Agreement”); and
2) Tracy
A. Madsen, the Company’s Chief Financial Officer and Vice President of U.S.
Administration (the “Madsen Agreement”).
Collectively
the Turner Agreement and the Madsen Agreement are referred to the “Agreements”
and Mr. Turner and Mr. Madsen are each referred to herein as the
“Executive.”
The Agreements are contingent upon
receiving shareholder approval by October 7, 2010. If the
Agreements are not approved by our shareholders before October 7, 2010 they will
be void ab
initio. However, it is expected that if the shareholders do
not approve the Agreements Mr. Turner will continue to serve as an at-will
employee and Mr. Madsen will continue to serve under the terms of his existing
employment arrangement. The Agreements are attached as exhibits to
this current report.
If they
become effective following shareholder approval, the Agreements are both for an
initial 3-year term and will renew for successive one year terms unless
terminated by the Company or the Executive. The Turner Agreement
provides for a base salary of $180,000, which is equal to Mr. Turner’s current
salary; the Madsen Agreement provides for a base salary of $110,000, which is
equal to his current salary. The Agreements provide that the
Executive is eligible to receive a discretionary cash bonus based on the
Company’s business and results are eligible to participate in the Company’s
equity based compensation plans and to receive other standard employee
benefits. The Agreements impose restrictive covenants on the
Executive, such as confidentiality obligations and non-solicitation
restrictions.
If the
Agreements are terminated by the Company without cause, or not as a result of
the Executive’s death or disability, the Executive is entitled to a severance
payment equal to the Executive’s base salary at the rate in effect on the
termination date for a period of 6 months, plus one month for each year that
Executive has been with the Company, or through expiration of the Agreement’s
original term, whichever is a shorter period of time. However, in no
event will the Executive be entitled to less than 6 months of severance
pay.
The
Agreements also provide for a severance payment upon a “change of control event”
(as defined in the Agreements) or if the Agreements are terminated by the
Executive for “good reason.” For the purpose of the
Agreements “good reason” includes: a material breach of the Agreement or other
terms of employment by the Company; a significant change or diminution in the
Executive’s duties; and the requirement that the Executive, without his consent,
be based at an office or location more than 50 miles from his current work
location. The severance to be paid to Mr. Turner upon a change of
control event or upon the Agreement being terminated for good reason is
calculated using the greater of:
1) An
amount equal to Mr. Turner’s base salary at the rate in effect on the
termination date for a period of 6 months, plus one month for each year that Mr.
Turner has been with the Company, or through expiration of the Agreement’s
original term, whichever is a shorter period of time; or
2) An
amount equal to 2 times the sum of (a) Mr. Turner’s then current annual base
salary and (b) the amount of the most recent discretionary bonus paid to Mr.
Turner (if any) less applicable withholding.
The
severance to be paid to Mr. Madsen upon a change of control event or upon the
Agreement being terminated for good reason is calculated using the greater
of:
1) An
amount equal to Mr. Madsen’s base salary at the rate in effect on the
termination date for a period of 6 months, plus one month for each year that Mr.
Madsen has been with the Company, or through expiration of the Agreement’s
original term, whichever is a shorter period of time; or
2) An
amount equal to (a) one year of Mr. Madsen’s current annual base salary and (b)
the amount of the most recent discretionary bonus paid to Mr. Madsen (if any)
less applicable withholding.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Revised
2009 Equity Incentive Plan.
10.2 Turner
Executive Employment Agreement.
10.3 Madsen
Executive Employment Agreement.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 16th day of
October, 2009.
Golden
Eagle International, Inc.
By: /s/ Terry C.
Turner
Terry C.
Turner,
President
and Chief Executive Officer