AG Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AG Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.

On November 28, 2016, AGE Holdings Inc. (the Company) appointed
Renee Zimmerman as its Chief Financial Officer, Secretary,and
Treasurer. Prior to joining the Company, Ms. Zimmerman, age 50,
was the Manager Finance Administration for Navistar Inc. Prior to
this, from September 2006 to December 2015, she served in various
officer roles for the Company, including as Senior Vice
President, Chief Financial Officer, Secretary and Treasurer of
the Company from October 2014 to December 2015. Before joining
the Company in 2006, she was Senior Finance Manager at Tellabs
Inc. from September 2002 to September 2006 and Cost Accounting
Manager at Knowles Electronics, a hearing aid transducer
manufacturer, from April 2001 to September 2002.

The Company has entered into an Employment Agreement with Ms.
Zimmerman (the Employment Agreement) setting forth the terms and
conditions of her employment. to the Employment Agreement, the
Company will pay to Ms. Zimmerman an annual base salary of
$185,000, subject to annual evaluation and adjustment, along with
any bonuses as determined by the Compensation Committee of the
Companys Board of Directors. The Employment Agreement expires on
November 28, 2019.

In addition to customary employment benefits that are broadly
provided to the Companys employees, such as participation inthe
Company’slife insurance, hospitalization, major medical and
other health benefits, Ms. Zimmerman is entitled to a car
allowance of $750 per month. She is also entitled to severance in
the form of monthly salary payments for the remainder of the
original term under the Employment Agreement in the event her
employment is terminated by the Company other than for cause or
by Ms. Zimmerman for Good Reason. In addition, if Ms. Zimmermans
employment is terminated for cause or due to her death or
disability, she is entitled to payment of all amounts accrued
prior to the date of termination. Under the Employment Agreement,
Good Reason shall be deemed to occur upon: (i) failure by the
Company to pay Ms. Zimmermans base salary or other benefits to
which she is entitled; (ii) a material and permanent reduction in
salary without Ms. Zimmermans consent, unless any such reduction
is otherwise part of an overall reduction in executive
compensation experienced on a pro rata basis by other executive
officers; or (iii) a material diminution of Ms. Zimmermans duties
and responsibilities, other than in connection with hiring a new
chief executive officer or other senior executive officer.

The description of the Employment Agreement is qualified in its
entirety by reference to the full text of such agreement, a copy
of which is filed herewith as Exhibit 10.1, and is incorporated
by reference herein.

Item 9.01Financial Statements and
Exhibits.

(d)Exhibits.

ExhibitNo.

Description

10.1

Employment Agreement dated November 28, 2016 between AGE
Holdings Inc. and Renee Zimmerman


About AG&E HOLDINGS INC. (NYSE:AG)

First Majestic Silver Corp. (First Majestic) is a mining company. The Company is engaged in the business of silver production, development, exploration, and acquisition of mineral properties with a focus on silver production in Mexico. The Company operates through eight segments: six segments located in Mexico, one retail market segment in Canada and one metal trading segment in Europe. Its segments in Mexico are Santa Elena, La Encantada, La Parrilla, Del Toro, San Martin and La Guitarra. Its segment in Canada is Coins and Bullion Sales, and Europe is Silver Sales. The Company owns and operates approximately six producing silver mines: the La Encantada Silver Mine, La Parrilla Silver Mine, Del Toro Silver Mine, San Martin Silver Mine, La Guitarra Silver Mine and Santa Elena Silver Mine. Its major products are precious and base metals concentrates, which are refined or smelted into pure silver, gold, lead and zinc and sold to global metal brokers.

AG&E HOLDINGS INC. (NYSE:AG) Recent Trading Information

AG&E HOLDINGS INC. (NYSE:AG) closed its last trading session up +0.86 at 9.76 with 4,250,172 shares trading hands.

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