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[QUOTE]Originally posted by searlest: [QB] Form 8-K for WITS BASIN PRECIOUS MINERALS INC -------------------------------------------------------------------------------- 23-Feb-2007 Entry into a Material Definitive Agreement, Financial Statements Item 1.01. Entry into a Material Definitive Agreement. On February 19, 2007, Wits Basin Precious Minerals Inc. (the "Company") entered into an employment agreement with William Green reflecting the terms of Mr. Green's employment with the Company as President of Asia Operations. The term of the agreement is for a period of three years, and is terminable by either party with one year written notice. Under the agreement, Mr. Green is entitled to a base salary of $10,000 per month and standard benefits provided by the Company to its management team. Additionally, the Company has agreed to pay Mr. Green an advance of $10,000 and reimburse him for certain expenses in excess of such amount relating to his relocation to Hong Kong. The Company further issued Mr. Green a ten-year option to purchase 2,500,000 shares of the Company's common stock at an exercise price of $0.43 per share, the fair market value of the Company's common stock on the date of grant. The option shall vest in three installments as follows: (i) with respect to 1,000,000 shares at such time Mr. Green relocates to Hong Kong and establishes a home office for the Company in Hong Kong; (ii) with respect to an additional 500,000 shares on (A) the earlier of the first anniversary of the effective date or (B) the achievement of a milestone, as determined by the Board of Directors or (C) the termination of Executive's employment with the company; and (iii) with respect to the remaining 1,000,000 shares on the earlier of (A) the time the Company achieves certain performance criteria to be established by the Company's board of directors or (B) the third anniversary of the option grant. The Company entered into a stock option agreement with Mr. Green dated February 19, 2007 memorializing the terms of the option grant and providing other standard option terms. The employment agreement further provides standard confidentiality and one-year non-competition and non-solicitation provisions. Mr. Green is a sibling of Andrew Green, a significant shareholder and creditor of the Company. The foregoing is qualified in its entirety by reference to the employment agreement and the stock option agreement, which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K; and such exhibits are incorporated herein by reference On February 23, 2007, in consideration of a $700,000 loan to the Company from Andrew Green, a significant shareholder of the Company, the Company issued a promissory note in the principal amount of $700,000 to Mr. Andrew Green. The promissory note has a maturity date of March 31, 2007, and bears interest at a rate of 6% per annum. Under the terms of the note, in the event the aggregate principal and interest due under the note is not paid on or before March 31, 2007, either the Company or Mr. Andrew Green may convert the remaining obligation under the note into the payment by Mr. Andrew Green of an exercise price relating to all or any portion of (i) outstanding warrants held by Mr. Andrew Green to purchase up to 3,550,000 shares of the Company's common stock (the "Warrants"), and (ii) an outstanding right held by Mr. Andrew Green to purchase up to 3,000,000 shares of the Company's common stock at a price per share of $0.20 (the "Right"). Under the terms of the note, and as additional consideration for the loan, the Company reduced the exercise price of the Warrants from $0.12 to $.09125 and extended the expiration date of the Right from March 31, 2007 to December 31, 2007. The foregoing is qualified in its entirety by reference to the promissory note issued to Mr. Andrew Green, which is being filed as Exhibit 10.3 to this Current Report on Form 8-K; and such exhibit is incorporated herein by reference Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description of Document 10.1 Employment Agreement between the Company and William Green dated February 19, 2007 10.2 Stock Option Agreement between the Company and William Green dated February 19, 2007 10.3 Promissory Note dated February 23, 2007 issued in favor of Andrew Green. [/QB][/QUOTE]
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