* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSONS
Christopher
P. Vallos
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
60,000,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
60,000,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.50%
(1)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
Based on 67,794,661 shares of Common Stock outstanding on August 17, 2018.
|
Item
1.
|
Security
and Issuer
|
This
Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”) of Core Lithium Corp.
(the “Issuer”). The principal executive offices of the Issuer are located at 250 East Fifth Street, 15
th
Floor PMB #121, Cincinnati, Ohio 45202.
|
Item
2.
|
Identity
and Background
|
(a) This
Schedule 13D is being filed by Christopher P. Vallos (the “Reporting Person”).
(b) The
business address of the Reporting Person is 250 East Fifth Street, 15
th
Floor PMB #121, Cincinnati, Ohio 45202.
(c) The
principal occupation or employment of the Reporting Person is Chief Executive Officer and President of the Issuer. The business
address of such organization of employment is 250 East Fifth Street, 15
th
Floor PMB #121, Cincinnati, Ohio 45202.
(d) During
the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect
to such laws.
(f) The
Reporting Person is a citizen of the United States of America.
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
On
January 4, 2018, the Reporting Person received 60,000,000 shares (the “Shares”) of Common Stock, in consideration
for services to be provided to the Issuer by the Reporting Person, pursuant to the Employment Consulting Agreement, between the
Issuer and the Reporting Person, which was executed on May 2, 2017 and amended on December 15, 2017 (the “Employment Agreement”).
Item
4.
|
Purpose
of the Transaction
|
The
Reporting Person received the Shares in consideration for services to be provided to the Issuer by the Reporting Person, pursuant
to the terms of the Employment Agreement.
Subject
to on going evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would
result in any of the following:
(a) The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote
is required by Section 13 of the Investment Company Act of 1940;
(g) Changes
in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which September impede the acquisition
of control of the issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any
action similar to any of those enumerated above.
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a) The
Reporting Person beneficially owns 60,000,000 shares of Common Stock, which represent approximately 88.50% of the outstanding
shares of Common Stock.
(b) The
Reporting Person has the sole power to vote and the sole power to dispose of 60,000,000 shares of Common Stock, which represent
approximately 88.50% of the outstanding shares of Common Stock.
(c) No
transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Person except as set forth
in Item 3 above.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Reference
is made to the transactions stated in Item 3 above.
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit A – the Amended Executive Consulting Agreement.
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete, and correct.
Dated:
September 5, 2018
|
/s/ Christopher
P. Vallos
|
|
Christopher
P. Vallos
|
EXHIBIT
A
Amended
Executive Consulting Agreement
THIS AMENDED EXECUTIVE CONSULTING
AGREEMENT (this “Agreement”), dated as of December 15, 2017, (the “Effective Date”) is made and entered
by and between All American Energy Corp, a Nevada corporation (the “Company”), and Christopher P. Vallos (the “Executive”).
WITNESSETH:
WHEREAS,
the Company agrees to retain Consultant to serve as its President, Chief Executive Officer, Chairman of the Board of Directors
and to provide the Services described on Exhibit A, and Consultant agrees to serve as Chief Executive Officer and to provide such
Services, on the terms and conditions provided herein.
WHEREAS, during the Term,
Consultant’s Services shall include serving as the Company’s Principal Executive Officer with respect to all
filings the Company is required to make with the Securities and Exchange Commission.
WHEREAS, the Company has determined that
appropriate arrangements should be taken to encourage the continued attention and dedication of the Executive to his assigned
duties without distraction; and
WHEREAS, in consideration
of the Executive’s employment with the Company, the Company desires to provide the Executive with certain compensation and
benefits as set forth in this Agreement in order to ameliorate the financial and career impact on the Executive in the event the
Executive’s employment with the Company is terminated for a reason related to, or unrelated to, a Change in Control (as defined
below) of the Company.
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company
and the Executive agree as follows:
1.
Certain
Defined Terms
. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in
this Agreement with initial capital letters:
(a)
Duties and Services. Consultant is hereby appointed as the Company’s Chief Executive Officer and Principal Executive Officer.
Consultant agrees to provide the services described on Exhibit A, and such other services as may be mutually agreed upon by the
parties from time to time (collectively, the “Services”). Performance of the Services shall be governed by the terms
and conditions of this Agreement.
(b)
“Compensation” As compensation for the Services to be provided hereunder, and conditioned upon Consultant’s
performance of such services, Consultant shall be entitled to the Compensation as set forth on Exhibit B.
(c)
“Board” means the Board of Directors of the Company.
(d)
“Cause” means:
(i) an
intentional tort (excluding any tort relating to a motor vehicle) which causes substantial loss, damage or injury to the property
or reputation of the Company or its subsidiaries;
(ii)
any serious crime or intentional, material act of fraud or dishonesty against the Company;
(iii)
the commission of a felony that results in other than immaterial harm to the Company’s business or to the reputation of
the Company or Executive;
(iv) habitual
neglect of Executive’s reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10)
days after written notice thereof by the Board to the Executive;
(v) the
disregard of written, material policies of the Company or its subsidiaries which causes other than immaterial loss, damage or injury
to the property or reputation of the Company or its subsidiaries which is not cured within ten (10) days after written notice thereof
by the Board to the Executive; or
(vi) any
material breach of the Executive’s ongoing obligation not to disclose confidential information and not to assign intellectual
property developed during employment which, if capable of being cured, is not cured within ten (10) days after written notice thereof
by the Board to the Executive.
(d) “Change
in Control” means:
(i) any
person or entity becoming the beneficial owner, directly or indirectly, of securities of the Company representing forty (40%) percent
of the total voting power of all its then outstanding voting securities;
(ii) a
merger or consolidation of the Company in which its voting securities immediately prior to the merger or consolidation do not represent,
or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity
immediately after the merger or consolidation;
(iii) a
sale of substantially all of the assets of the Company or a liquidation or dissolution of the Company; or
(iv)
individuals who, as of the date of the signing of this Agreement, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes
a director of the Company subsequent to the date of the signing of this Agreement, whose election, or nomination for election
by the Company stockholders, was approved by the vote of at least a majority of the directors then in office shall be deemed
a member of the Incumbent Board.
(e)
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.
(f)
“Disability” means
(
i) the Executive has been incapacitated by bodily injury, illness or disease so as to
be prevented thereby from engaging in the performance of the Executive’s duties (provided, however, that the Company
acknowledges its obligations to provide reasonable accommodation to the extent required by applicable law); (ii) such total
incapacity shall have continued for a period of six (6) consecutive months; and (iii) such incapacity will, in the opinion of
a qualified physician, be permanent and continuous during the remainder of the Executive’s life.
(g)
“Good Reason Termination” means:
(i) a
material diminution in the Executive’s base compensation or target bonus below the amount as of the date of this Agreement
or as increased during the course of his employment with the Company, excluding one or more reductions (totaling no more than
20% in the aggregate) generally applicable to all senior executives provided, however, that such exclusion shall not apply if
the material diminution in the Executive’s base compensation occurs within (A) 60 days prior to the consummation of a Change
in Control where such Change in Control was under consideration at the time of Executive’s Termination Date or (B) twelve
(12) months after the date upon which such a Change in Control occurs;
(ii)
a material diminution in the Executive’s authority, duties or responsibilities;
(iii) a
requirement that that the Executive report to a corporate officer or employee of the Company instead of reporting directly to the
Board (or if the Company has a parent corporation, a requirement that the Executive report to any individual or entity other than
the board of the ultimate parent corporation of the Company);
(iv)
a material diminution in the budget over which the Executive retains authority;
(v) a
material change in the geographic location at which the Executive must perform services; or
(vi) any
action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that for the
Executive to be able to terminate his employment with the Company on account of Good Reason he must provide notice of the
occurrence of the event constituting Good Reason and his desire to terminate his employment with the Company on account of
such within ninety (90) days following the initial existence of the condition constituting Good Reason, and the Company must
have a period of thirty (30) days following receipt of such notice to cure the condition. If the Company does not cure the
event constituting Good Reason within such thirty (30) day period, the Executive’s Termination Date shall be the day
immediately following the end of such thirty (30) day period, unless the Company provides for an earlier Termination
Date.
(h) “Target
Bonus” means the target payout (i.e., at 100% achievement of each of the applicable metric(s) in effect from time to time)
under the Company’s Executive Annual Incentive Plan in effect for the Executive as of the Termination Date. As of the Effective
Date, Executive’s target bonus percentage under the Executive Annual Incentive Plan is 150% of annual base salary.
(i)
“Termination Date” means the last day of Executive’s employment with the Company.
(j)
“Termination of Employment” means the termination of Executive’s active employment relationship with the
Company.
2.
Termination Unrelated to a Change in Control
.
(a)
Involuntary
Termination Unrelated to a Change in Control
. In the event of: (i) an involuntary termination of Executive’s employment
by the Company for any reason other than Cause, death or Disability, or (ii) Executive’s resignation for Good Reason, and
if Section 3 does not apply, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.
(b)
Compensation
Upon Termination Unrelated to a Change in Control
. Subject to the provisions of Section 5 hereof, in the event a termination
described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following, provided that Executive
executes and does not revoke the Release (as defined in Section 5):
(i) 1.5
times the sum of Annual Consulting Fee and Target Bonus
,
paid in a single lump sum cash payment on the sixtieth (60th)
day following Executive’s Termination Date. (For purposes of this subsection (i), Annual Consulting Fee will mean the largest
among the following: Annual Consulting Fee immediately prior to (A) Executive’s Termination Date, or (B) any reduction of
Executive’s base salary described in the first clause of subsection (i) in the definition of Good Reason. For purposes of
this subsection (i), Target Bonus will mean the largest among the following: Executive’s target bonus immediately prior
to (A) Executive’s Termination Date, or (B) any reduction of Executive’s target bonus described in the first clause
of subsection (i) in the definition of Good Reason.)
(ii) For
a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable,
Executive’s spouse and eligible dependents, will continue to be eligible to receive medical coverage under the
Company’s medical plans in accordance with the terms of the applicable plan documents; provided, that in order to
receive such continued coverage at such rates, Executive will be required to pay the applicable premiums to the plan
provider, and the Company will reimburse the Executive, within 60days following the date such monthly premium payment is due,
an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if
Executive obtains full-time employment during this eighteen (18) month period that entitles him and his spouse and eligible
dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by
the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA
premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further
reimbursements will be paid by the Company to the Executive pursuant to this subsection. Notwithstanding the above, if the
Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu
thereof provide to Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium
that Executive would be required to pay to continue his group health coverage in effect on the Termination Date (which amount
shall be based on the premium for the first month of COBRA coverage).
(iii) With
respect to any outstanding Company stock options held by the Executive as of his Termination Date that are not vested and
exercisable as of such date, the Company shall accelerate the vesting of that portion of the Executive’s stock options,
if any, which would have vested and become exercisable within the eighteen (18) month period after the Executive’s
Termination Date, such options (as well as any outstanding stock options that previously became vested and exercisable) to
remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period
of one year after the Executive’s Termination Date, or (B) the original term of the option. Except as provided in this
Section 2(b)(iii) and in Section 3(b)(iii) below, any portion of Executive’s outstanding stock options that are not
vested and exercisable as of Executive’s Termination Date shall terminate.
(iv)
With respect to any restricted stock units representing shares of Company common stock (“Restricted Stock
Units”) held by the Executive that are unvested at the time of his Termination Date, the number of unvested Restricted
Stock Units that would have vested within the eighteen (18) month period after the Executive’s Termination Date shall
vest, and settle not later than sixty (60) days following the Termination Date. Except as provided in this Section 2(b)(iv)
and in Section 3(b)(iv) below, any Restricted Stock Units that are not vested as of Executive’s Termination Date shall
terminate.
(v)
Any amounts that have been accrued for the account of the Executive under the Company’s Long Term Incentive Plan
(“LTIP”) that have not been released to the Executive as of the Termination Date shall be released to the
executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances
described therein as an involuntary termination other than for cause.
(vi)
With respect to any Performance-based Restricted Stock Units (“PRUs”) held by the Executive that have not been
released to the Executive pursuant to the terms of the applicable Performance Based Restricted Share Unit Award Agreement
(the “PRU Agreement”) as of the Termination Date shall be treated in accordance with the terms of the applicable
PRU Agreement as an involuntary termination other than for cause.
(vii) With
respect to any Performance Contingent Stock Units (“PCSUs”) held by the Executive that have not been released to
the Executive pursuant to the terms of the applicable Performance Contingent Stock Unit Agreement (the “PCSU
Agreement”) as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement
as an involuntary termination other than for cause.
(viii) Executive
shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump
sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
3.
Termination Related to a Change in Control
.
(a)
Involuntary
Termination Relating to a Change in Control
. In the event Executive’s employment is terminated on account of (i) an involuntary
termination by the Company for any reason other than Cause, death or Disability, or (ii) the Executive voluntarily terminates employment
with the Company on account of a resignation for Good Reason, in either case that occurs (x) at the same time as, or within the
twelve (12) month period following, the consummation of a Change in Control or (y) within the sixty (60) day period prior to the
date of a Change in Control where the Change in Control was under consideration at the time of Executive’s Termination Date,
then Executive shall be entitled to the benefits provided in subsection (b) of this Section 3.
(b)
Compensation
Upon Involuntary Termination Relating to a Change in Control
. Subject to the provisions of Section 5 hereof, in the event a
termination described in subsection (a) of this Section 3 occurs, the Company shall provide that the following be paid to the Executive
after his Termination Date, provided that Executive executes and does not revoke the Release:
(i) 3.0
times the sum of Annual Consulting Fee and Target Bonus, paid in a single lump sum cash payment on the sixtieth (60th) day
following Executive’s Termination Date. Notwithstanding the foregoing, to the extent Executive is entitled to receive
the severance benefit payable pursuant to Section 2(b)(i) as a result of a qualifying termination prior to a Change in
Control and then becomes entitled to receive the severance benefit payable pursuant to this Section 3 as a result of the
Change in Control that was considered at the time of Executive’s Termination Date becoming consummated within sixty
(60) days following Executive’s Termination Date, Executive shall not receive the severance benefit payable pursuant to
Section 2(b)(i) of this Agreement, but instead shall receive the severance benefit payable pursuant to this Section 3(b)(i)
on the sixtieth (60th) day following Executive’s Termination Date. (For purposes of this subsection (i), Annual
Consulting Fee will mean the largest among the following: Executive’s annual base salary immediately prior to
(A) Executive’s Termination Date, (B) any reduction of Executive’s base
consulting fee described in the first clause of subsection (i) in the definition of Good Reason, or (C) immediately prior to
the Change in Control. For purposes of this subsection (i), Target Bonus will mean the largest among the following:
Executive’s target bonus (A) immediately prior to Executive’s Termination Date, (B) immediately prior to any
reduction of Executive’s target bonus described in the first clause of subsection (i) in the definition of Good
Reason, (C) immediately prior to the Change in Control, or (d) for the fiscal year preceding the year in which the Change in
Control.)
(ii) For
a period of up to twenty-four (24) months following Executive’s Termination Date, Executive and where applicable,
Executive’s spouse and eligible dependents, will continue to be eligible to receive medical coverage under the
Company’s medical plans in accordance with the terms of the applicable plan documents; provided, that in order to
receive such continued coverage at such rates, Executive will be required to pay the applicable premiums to the plan
provider, and the Company will reimburse the Executive, within sixty (60) days following the date such monthly premium
payment is due, an amount equal to the monthly COBRA (or, as applicable, other) premium payment, less applicable tax
withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this twenty-four (24) month
period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the
Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition,
if Executive does not pay the applicable monthly COBRA (or other) premium for a particular month at any time during the
twenty-four (24) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the
Executive pursuant to this subsection. Notwithstanding the foregoing, to the extent Executive is entitled to receive the
severance benefit provided pursuant to Section 2(b)(ii) of the Agreement as a result of a qualifying termination prior to a
Change in Control, if Executive becomes entitled to receive the severance benefits payable pursuant to this Section 3 as a
result of the Change in Control that was considered at the time of Executive’s Termination Date becoming consummated
within sixty (60) days following Executive’s Termination Date, Executive shall be entitled to receive the severance
benefit provided pursuant to this clause (ii) and not the benefit provided pursuant to Section 2(b)(ii). Notwithstanding the
above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without
potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the
Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the monthly (or then
remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the
Termination Date (which amount shall be based on the premium for the first month of COBRA coverage).
(iii) With
respect to any outstanding Company stock options held by the Executive as of his Termination Date, the Company shall fully
accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and
exercisable as of Executive’s Termination Date, such options (as well as any outstanding stock options that previously
became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options,
until the earlier of (A) a period of one year after the Executive’s Termination Date, or (B) the original term of the
option. Notwithstanding the foregoing, to the extent Executive is entitled to receive the vesting and exercisability
acceleration provided pursuant to Section 2(b)(iii) of the Agreement as a result of a qualifying termination prior to a
Change in Control, if Executive becomes entitled to receive the severance benefits payable pursuant to this Section 3 as a
result of the Change in Control that was considered at the time of Executive’s Termination Date becoming consummated
within sixty (60) days following Executive’s Termination Date, any outstanding stock options that did not become vested
and exercisable pursuant to Section 2(b)(iii) shall become vested and exercisable as of the date of the Change in Control;
provided, however, if a Change in Control does not occur within sixty (60) days following Executive’s Termination Date,
any stock options held by Executive that are not vested and exercisable shall terminate as of the sixtieth (60th) day
following Executive’s Termination Date or the end of the term, if earlier.
(iv) With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his Termination Date, all such
unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following the Termination Date.
Notwithstanding the foregoing, to the extent Executive is entitled to receive the vesting acceleration provided pursuant to
Section 2(b)(iv) of the Agreement as a result of a qualifying termination prior to a Change in Control, if Executive becomes
entitled to receive the severance benefits payable pursuant to this Section 3 as a result of the Change in Control that was
considered at the time of Executive’s Termination Date becoming consummated within sixty (60) days following
Executive’s Termination Date, any outstanding Restricted Stock Units that did not become vested pursuant to Section
2(b)(iv) shall become vested as of the date of the Change in Control; provided, however, if a Change in Control does not
occur within sixty (60) days following Executive’s Termination Date, any Restricted Stock Units held by Executive that
are not vested shall terminate as of the sixtieth (60th) day following Executive’s Termination Date.
(v) Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive
as of the Termination Date shall be released to the executive, as applicable, in accordance with the terms of any applicable
LTIP then in effect under the circumstances described therein as a “Change of Control of the Company” (as defined
therein).With respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of
the applicable PRU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PRU
Agreement as a “Change of Control of the Company” (as defined therein).
(vi) With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement as a “Change
of Control of the Company” (as defined therein).
(vii) Executive
shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump
sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
4.
Termination of Employment on Account of Disability, Death, Cause or Voluntarily Without Good Reason
.
(a)
Termination
on Account of Disability
. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment
terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program
maintained by the Company that covers Executive, and Executive shall not receive benefits pursuant to Sections 2 and 3
hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits
provided that Executive executes and does not revoke the Release:
(i) For
a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable, Executive’s
spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans
in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such
rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive,
within 60 days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less
applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18)
month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify
the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition,
if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month
period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive pursuant to this
subsection. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA
benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), the Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the monthly (or then
remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination
Date (which amount shall be based on the premium for the first month of COBRA coverage).
(ii) With
respect to any outstanding Company stock options held by the Executive as of his Termination Date that are not vested and
exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that
all such stock options shall be fully vested and exercisable as of the Executive’s Termination Date, such options (as
well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding
anything in any other agreement governing such options, until the earlier of (A) a period of one year after the
Executive’s Termination Date, or (B) the original term of the option.
(iii) With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his Termination Date, all such unvested
Restricted Stock Units shall vest and settle not later than sixty (60) days following his Termination Date.
(iv) Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as
of the Termination Date shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP
then in effect under the circumstances described therein as a termination by reason of total and permanent disability.
(v) With
respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PRU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PRU Agreement as a termination
of employment by reason of total and permanent disability.
(vi) With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination
of employment by reason of total and permanent disability.
(b)
Termination
on Account of Death
. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates
on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company
that covers Executive, and Executive not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions
of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive’s estate executes
and does not revoke the Release:
(i) With
respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as of
such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options
shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock options
that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing
such options, until the earlier of (A) a period of one year after the Executive’s death or (B) the original term of the option.
(ii) With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted
Stock Units shall vest and settle not later than sixty (60) days following his death.
(iii) Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as
of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect
under the circumstances described therein as a termination by reason of death.
(iv) With
respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of
employment by reason of death.
(v) With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination
of employment by reason of death.
(c)
Termination on
Account of Cause
. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates by
the Company on account of Cause, Executive shall not receive benefits pursuant to Sections 2 and 3 hereof.
(d)
Termination
on Account of Voluntary Resignation Without Good Reason
. Notwithstanding anything in this Agreement to the contrary, if Executive’s
employment terminates on account of a resignation by Executive for no reason or any reason other than on account of Good Reason,
Executive shall not receive benefits pursuant to Sections 2 and 3 hereof.
5.
Release
.
Notwithstanding the foregoing, no payments or other benefits under this Agreement shall be made unless Executive executes, and
does not revoke, the Company’s standard written release
,
substantially in the form as attached hereto as Annex A, (the
“Release”), of any and all claims against the Company and all related parties with respect to all matters arising out
of Executive’s employment by the Company (other than entitlements under the terms of this Agreement or under any other plans
or programs of the Company in which Executive participated and under which Executive has accrued or become entitled to a benefit)
or a termination thereof, with such release being effective not later than sixty (60) days following Executive’s Termination
Date.
6.
No
Mitigation Obligation
. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced
by any compensation earned by other employment or otherwise.
7.
Employment
Rights
. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the
Executive to have the Executive remain in the employment of the Company or any subsidiary prior to or following any Change in
Control.
9.
Tax
Matters
(a)
Withholding
of Taxes
. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as
the Company is required to withhold pursuant to any applicable law, regulation or ruling.
(b) Parachute
Excise Tax. In the event that any amounts payable under this Agreement or otherwise to Executive would (i) constitute
“parachute payments” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), or any comparable successor provisions and (ii) but for this Subsection (b) would be subject to the
excise tax imposed by section 4999 of the Code or any comparable successor provisions (the “Excise Tax”), then
such amounts payable to Executive hereunder shall be either:
(i)
Provided to Executive in full; or
(ii)
Provided to Executive to the maximum extent that would result in no portion of such benefits being subject to the Excise
Tax;whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and
employment taxes, the Excise Tax and any other applicable taxes, results in the receipt by Executive, on an after-tax basis,
of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise
Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Subsection (b) shall
be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of
a reduction in benefits hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in
writing and such agreement is in compliance with section 409A of the Code:
(i) any cash severance payments subject to Section 409A of
the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and
sequentially thereafter working from the next last payment, (ii) any cash severance payments not subject to Section 409A of
the Code due under this Agreement shall be reduced, with the last such payment due first forfeited and reduced, and
sequentially thereafter working from the next last payment; (iii) any acceleration of vesting of any equity subject to
Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without any
such acceleration) first remaining as originally scheduled to vest; and (iv) any acceleration of vesting of any equity not
subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last
(without any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations
required by this Subsection (b), the Accountants may make reasonable assumptions and approximations concerning applicable
taxes and may rely on reasonable, good-faith interpretations concerning the application of the Code and other applicable
legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants
may reasonably request in order to make a determination under this Subsection (b). The Company shall bear all costs that the
Accountants may reasonably incur in connection with any calculations contemplated by this Subsection (b).If,
notwithstanding any reduction described in this Subsection (b), the Internal Revenue Service (“IRS”) determines
that Executive is liable for the Excise Tax as a result of the receipt of amounts payable under this Agreement or otherwise
as described above, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS
determination or, in the event that Executive challenges the final IRS determination, a final judicial determination, a
portion of such amounts equal to the Repayment Amount. The “Repayment Amount” with respect to the payment of
benefits shall be the smallest such amount, if any, that is required to be paid to the Company so that Executive’s net
after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to the payment of benefits
shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with
respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph,
Executive shall pay the Excise Tax.
Notwithstanding any other provision of this Subsection
(b), if (i) there is a reduction in the payment of benefits as described in this Subsection (b), (ii) the IRS later determines
that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax
proceeds (calculated as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax,
then the Company shall pay to Executive those benefits which were reduced pursuant to this Subsection (b) as soon as administratively
possible after Executive pays the Excise Tax, so that Executive’s net after-tax proceeds with respect to the payment of benefits
are maximized.
10.
Term
of Agreement
. This Agreement shall continue in full force and effect until the third anniversary of the Effective Date
(the “Initial Term”), and shall automatically renew for additional one (1) year renewal periods (a
“Renewal Term”) if Executive is employed by the Company on the last day of the Initial Term and on each Renewal
Term; provided, however, that within the sixty (60) to ninety (90) day period prior to the expiration of the Initial Term or
any Renewal Term, at its discretion, the Board may propose for consideration by Executive, such amendments to the Agreement
as it deems appropriate. If Executive’s employment with the Company terminates during the Initial Term or a Renewal
Term, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have
expired.
11.
Successors and Binding Agreement
.
(a) The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory
to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit
of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all
or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise
be assignable, transferable or delegable by the Company.
(b) This
Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any employment, severance
or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement,
and such provisions in such other agreements will be null and void.
(c) This
Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer
or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 10(a) and 10(b).
Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will
not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by
a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section 10(c), the Company will have no liability to pay any amount so attempted to
be assigned, transferred or delegated.
12.
Notices
.
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals,
required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or
dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having
been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after
having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Company (to the attention
of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such
other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes
of address will be effective only upon receipt.
13.
Section 409A of
the Code
.
(a)
Interpretation
.
Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the
Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the
Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with section
409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations
thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under
section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions
will not be imposed. Any amount payable under this Agreement that constitutes deferred compensation subject to section 409A of
the Code shall be paid at the time provided under this Agreement or such other time as permitted under section 409A of the Code.
No interest will be payable with respect to any amount paid within a time period permitted by, or delayed because of, section 409A
of the Code. All payments to be made upon a termination of employment under this Agreement that are deferred compensation may only
be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code,
each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly,
designate the calendar year of payment.
(b)
Payment
Delay
. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this
Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4),
and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg.
§1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following
Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred
compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as
the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any
entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established
securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code
and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or
any successor thereto) “specified employee” determination policy), then the Company shall postpone the
commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period
following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following
Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a
lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Termination
Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment
of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount
shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s
death.
(c)
Reimbursements
.
All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section
409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during
Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses
eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other
calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year
following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or
exchange for another benefit. Any tax gross up payments to be made hereunder shall be made not later than the end of
Executive’s taxable year next following Executive’s taxable year in which the related taxes are remitted to the
taxing authority.
14.
Governing
Law
. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.
15.
Validity
.
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any
other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.
16.
Miscellaneous
.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set
forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement. Any reference in this
Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto.
17.
Board
Membership
. At each annual meeting of the Company’s stockholders prior to the Termination Date, the Company will nominate
Executive to serve as a member of the Board. Executive’s service as a member of the Board will be subject to any required
stockholder approval. Upon the termination of Executive’s employment for any reason, unless otherwise requested by the Board,
Executive agrees to resign from the Board (and all other positions held at the Company and its affiliates), and Executive, at the
Board’s request, will execute any documents necessary to reflect his resignation.
18.
Indemnification
and D&O Insurance
. Executive will be provided indemnification to the maximum extent permitted by the Company’s and
its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, including, if applicable, any directors and
officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on
terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate
written indemnification agreement.
19.
Employee
Benefits
. Executive will be eligible to participate in the Company employee benefit plans, policies and arrangements that are
applicable to other executive officers of the Company, as such plans, policies and arrangements may exist from time to time and
on terms at least as favorable as provided to any other executive officer of the Company.
20.
No
Duplication of Benefits
. The benefits provided to Executive in this Agreement shall offset substantially similar benefits provided
to Executive pursuant to another Company policy, plan or agreement (including without limitation the All American Energy Corp Executive
Severance Plan and the All American Energy Corp Executive Retention Plan).
21.
Survival
.
Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections
2 and 3, will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for
any reason whatsoever.
22.
Counterparts
.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together
will constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the date first above written.
ALL AMERICAN ENERGY CORP.
|
|
CONSULTANT
|
By:
|
/s/ Christopher
P. Vallos
|
|
By:
|
/s/ Christopher
P. Vallos
|
Name:
|
Christopher P. Vallos
|
|
|
Christopher P. Vallos
|
Title:
|
President
|
|
|
|
EXHIBIT
A
Services
Consultant shall serve as the Company’s Chief
Executive Officer and Principal Executive Officer, Secretary, and Chairman of the Board of Directors. Consultant shall have general
charge of the business and affairs of the Company.
Primary duties of the consultant:
|
(a)
|
Acquisition of various lithium properties throughout North America, to acquire and develop mineral
resource to mine operations including the potential Definitive Agreement that the Company is currently in final negotiations to
enter into with Contigo Resources Ltd. for the acquisition of certain lithium licenses and claims in the Province of Quebec;
|
|
(b)
|
Acquisition of sourcing and locating suitable financing for the Company in order to further the Company’s business plan; and
|
|
(c)
|
General daily duties of the Company.
|
EXHIBIT
B
Compensation
The parties agree that the compensation payable
to Consultant for the Services set forth in Exhibit A and any subsequently agreed upon Services to be provided by Consultant shall
be as follows:
1. Cash Compensation.
Consultant will be entitled to cash compensation equal to $3,000 per month, payable on the 15
th
of each month that
Consultant is retained by the Company.
2. Equity Compensation.
In addition, the Company shall compensate the Consultant with a one time share issuance of 60,000,000 restricted common shares
at a deemed issuance price of US $.05 per share.