EXHIBIT 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment ") is made
and entered as of the 1st day of January, 2005 (the "Effective Date"), by and
between GRYPHON GOLD CORPORATION., a Nevada corporation ("Gryphon"), EVERGREEN
MINERAL VENTURES LLC, a single member Colorado limited company ("Assignor ") and
ALLEN GORDON, a Colorado resident ("Gordon").
W I T N E S S E T H:
WHEREAS, Assignor has agreed to assign its benefits and obligations
under an Executive Compensation Agreement ("Agreement") dated as of October 1,
2003 between Gryphon and Assignor and Gordon has agreed to assume the benefits
and obligations of Assignor under the Agreement as of the Effective Date. The
Agreement is attached as Exhibit A hereto.
WHEREAS, Gryphon consents to the Assignment by Assignor and the
assumption by Gordon of the Agreement referred to herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Gryphon, Assignor and Gordon
hereby agrees as follows:
1. Assignment. Subject to the terms of this Assignment, Assignor hereby
assigns, conveys and transfers to Gordon, his successors and assigns, Assignor's
title, interest, privilege, benefit and remedies in the Agreement.
2. Acceptance and Assumption. Upon execution of this Assignment, and at
all times thereafter, Gordon accepts the assignment, and assumes and agrees to
keep, perform and be bound by all of the terms, covenants, conditions and
obligations which are required to be performed by Gordon under the Agreement.
3. Consent. Gryphon hereby consents to the assignment of the Agreement
by Assignor to Gordon and Gryphon and Gordon acknowledge, confirm and agree that
there shall be no lapse in any benefits contained in the Agreement and Gordon
shall personally be entitled to all benefits under the Agreement as if Gordon
originally executed the Agreement as of October 1, 2003.
4. Other Acts. The parties agree to sign all documents or instruments
and do all acts as may be reasonably necessary or desirable to carry out the
intent of this Assignment.
5. Indemnity.
5.1 Indemnity by Assignor. Assignor agrees to indemnify and hold
Gordon harmless from any loss, liability or expense (including reasonable
attorney fees) arising out of or related to the performance of Assignor's
obligations under the Agreement and this Assignment.
5.2 Indemnity by Gordon. Gordon agrees to indemnify and hold
Assignor
harmless from any loss, liability or expense (including reasonable attorney
fees) arising out of or related to the performance of Assignor's obligations
under the Agreement and this Assignment.
6. Miscellaneous Provisions.
6.1 No Oral Modifications. This Assignment may not be amended or
modified except in writing executed by all parties hereto.
6.2 Binding Effect. This Assignment shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
assigns, and no other party shall be a beneficiary hereunder.
6.3 Attorneys' Fees. In the event a suit, action, arbitration, or
other proceeding of any nature whatsoever, including, without limitation, any
proceeding under the U.S. Bankruptcy Code, is instituted, or the services of an
attorney are retained, to interpret or enforce any provision of this Assignment
or with respect to any dispute relating to this Assignment, the prevailing party
shall be entitled to recover from the losing party its reasonable attorneys',
paralegals', accountants', and other experts' fees and all other fees, costs,
and expenses actually incurred and reasonably necessary in connection therewith.
In the event of suit, action, arbitration, or other proceeding, the amount
thereof shall be determined by the judge or arbitrator, shall include fees and
expenses incurred on any appeal or review, and shall be in addition to all other
amounts provided by law. As used herein, the term "attorneys' fees" means
attorneys' fees whether or not litigation ensues and if litigation ensues
whether incurred at trial, on appeal, on discretionary review or otherwise.
6.4 Severability. The invalidity, illegality or unenforceability
of any provision of this Assignment shall not affect the enforceability of any
other provision of this Assignment, all of which shall remain in full force and
effect.
6.5 Non-Waiver. No delay or failure by any party to exercise any
right hereunder, and no partial or single exercise of any such right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
6.6 Laws. This Assignment shall be interpreted and construed in
accordance with laws of the State of Arizona.
6.7 Counterparts. This Assignment may be executed by any number
of counterparts and each such counterpart shall be deemed to be an original, but
all of which, when taken together, shall constitute one agreement.
[Signature page follows.]
IN WITNESS WHEREOF, Gordon, Assignor and Gryphon have caused this
Assignment to be duly executed as of and on the date first above written.
EVERGREEN MINERAL VENTURES LLC
By: /s/ Allen Gordon
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Name: Allen Gordon
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Title: President
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GRYPHON GOLD CORPORATION
By: Illegible
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Name:
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Title:
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ALLEN GORDON, IN HIS PERSONAL CAPACITY
/s/ Allen Gordon
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EXHIBIT A
Executive Compensation Agreement