EMPLOYMENT CONTRACT
Between:
CENTURION GOLD HOLDINGS INC
(Registration No. LISTED NASDAQ OTCBB COMPANY)
("the Company")
and
XXXXXX XXXX XXXX/INVESTPRO COMMODITIES
(Identity No.6203075272082)
("the Executive")
TABLE OF CONTENTS
NO CLAUSE PAGE
1 APPOINTMENT AND DURATION 3
2 THE EXECUTIVE'S OBLIGATIONS 3
3 REMUNERATION 4
4 LEAVE AND SICK LEAVE 5
5 BOARD INFORMATION 6
6 CONFIDENTIALITY 6
7 BOOKS OF ACCOUNT 6
8 TERMINATION 7
9 DOMICILIUM AND NOTICES 9
10 GENERAL 10
11 COSTS 11
1 APPOINTMENT AND DURATION
1.1 The Company hereby
employs the Executive, who hereby accepts the
appointment as, the Chief Executive Officer of the
Company on the terms and conditions set out in this
agreement.
1.2 Notwithstanding the
date of signature of this agreement, it shall be
deemed to have commenced on the 1st April 2004 and
shall continue for an indefinite period until
terminated in terms of the provisions clause 8.
2 THE EXECUTIVE'S OBLIGATIONS
The Executive shall:
2.1 perform all the duties
of the Chief Operation Officer as determined from
time to time by the board of directors ("the board")
of the Company and devote substantially all his time
and attention to such duties;
2.2 comply with all
reasonable instructions given to him from time to time
by the board of the Company;
2.3 carry out his duties
in a proper, loyal and efficient manner and shall use
his best endeavours to properly conduct, improve,
extend, develop, promote, protect and preserve the
business interests, reputation and goodwill of the
Company and its associated companies and not do
anything which is harmful to them;
2.4 travel to such places
(whether in or outside the Republic) and in such
manner and on such occasions as the Company may from
time to time reasonably require; and
2.5 comply with all the
Company's reasonable rules, regulations, policies,
practices and procedures as laid down and amended from
time to time for the efficient and harmonious
operation of the Company's business.
3 REMUNERATION
3.1 As remuneration for
the services to be rendered by the Executive in terms
of this agreement, and with effect from 1st April 2004,
the Executive shall receive an all-inclusive annual
remuneration package, the total cost of which to the
Company shall be R1 200 000,00(One million two hundred
thousand rand). The Executive will be permitted to
insure not more than two private vehicles under the
Company's group insurance scheme on which tax will be
paid on the deemed benefit. Subject to the applicable
legal provisions, and by agreement between the
parties, this remuneration may be structured in a tax
efficient manner. Subject to clauses 3.3.2 , 3.3.3
and 3.6, the Executive shall receive no other
remuneration or benefits and shall be liable for the
payment of any insurance contributions and
contributions to medical aid schemes and
pension/provident funds.
3.2 It is recorded that
the remuneration paid to the Executive by the Company
prior to 1 April was the equivalent of that paid to
the Executive by Consultation work for Investpro
Commodities Pty Ltd prior to his taking up employment
with the Company.
3.3 The remuneration
package referred to in clause Error! Reference source
not found.:
3.3.1
does not include the reimbursement of bona fide
business expenditure such as business travel
claims;
3.3.2
does not include such annual bonuses as the board
may, in its sole discretion, award to the
Executive; and
3.3.3
will be payable up to and including June 2005,
after which it will be reviewed by the
Remuneration Committee with the principal
intention of applying an inflation related
adjustment, but which will also take into
account market-related packages at the time of
such review and the performance and experience of
the Executive.
3.4 Notwithstanding
anything to the contrary contained in the Articles of
Association of the Company or that of any of its
associated companies from time to time, the Executive
shall be entitled to receive any remuneration,
either as an ordinary or executive director or
employee of the Company or any of its associated
companies, and the Executive shall, as the Company may
direct, either waive his right to any such
remuneration or shall account for and pay over the
same to the Company immediately on his receipt
thereof.
3.5 The Company shall
reimburse to the Executive all such reasonable
disbursements and expenses that he may incur in the
fulfilment of his obligations in terms of this
agreement, which reasonableness shall be determined by
the Remuneration Committee in its discretion.
3.6 The Executive will
participate in a management share trust scheme which
is currently being established.
4 LEAVE AND SICK LEAVE
4.1 The Executive shall be
entitled to 30 (thirty) working days leave on full pay
after every 12 (twelve) months of completed service in
terms of this agreement, which leave shall be taken at
a time convenient to the Company. Any leave
entitlement that is not taken may be accumulated up to
a maximum of 25 (twenty five) days or encashed at the
pro-rata value of the gross annual remuneration
package referred to in clause 3.1 and as amended in
terms of clause 3.3.3.
4.2 Sick leave shall be
granted in terms of the provisions of the Company's
sick leave policies as formulated from time to time
5 BOARD INFORMATION
The Executive shall at all times promptly give to the board,
in writing if so requested, all such information and
explanations as it may require in connection with matters
relating to his employment in terms of this agreement or
with the business of the Company or any of its associated
companies from time to time.
6 CONFIDENTIALITY
The Executive shall not use in any manner and for any
purpose whatsoever, or divulge or disclose to any person,
firm or organisation whatsoever, (except as required by his
employment), any confidential, commercial, financial or
technical information relating to the affairs of the
Company or any associated company. This restriction shall
remain in force after the termination of the Executive's
employment, for any reason whatsoever, without time limit,
but will not apply to information which is or comes into
the public domain otherwise than through the Executive's
unauthorised disclosure.
7 BOOKS OF ACCOUNT
7.1 All books of account,
records, papers, correspondence and documents
concerning or containing any reference to the Company
or its affairs in the Executive's possession shall be
deemed to be the property of the Company and shall be
given up to the Company whenever the Executive is
required to do so by the Company and, in any event, on
the termination of the Executive's employment with
the Company. No copies of such books of account,
records, papers, correspondence and documents shall be
kept by the Executive.
7.2 The above shall also
apply to records and information stored
electronically.
7.3 This clause shall also
apply to books of account, records, papers,
correspondence and documents, as well as
electronically stored information concerning, or
containing reference to, any associated company.
7.4 For the purposes of
this clause and this agreement an associated company
shall include, unless the context dictates otherwise,
a company which is from time to time a subsidiary or a
holding company (as those expressions are defined in
the Companies Act, 61 of 1973) of the Company or a
subsidiary (other than the Company) of a holding
company of the Company;
8 TERMINATION
8.1 This agreement may be
terminated by either party giving the other party 3
(three) months' written notice of termination.
8.2 Should notice in
terms of clause 8.1 be given by the Executive, the
Company may elect not to require the Executive to
perform his duties and functions during the period of
notice, provided that the Executive is paid his full
remuneration during the period of notice.
8.3 Should notice in terms
of clause 8.1 be given by the Company, the Company may
elect not to require the Executive to perform his
duties and functions during the period of notice,
provided that the Executive is paid his full
remuneration during the period of notice. The Company
may also pay the Executive three months' remuneration
in lieu of giving notice, in which event this contract
will terminate immediately on the date on which notice
is given of this decision.
8.4 The Company shall have
the right to cancel this agreement summarily at any
time if the Executive:
8.4.1
commits a material breach of his obligations
under this agreement; or
8.4.2
is incapacitated (for any reason whatsoever) from
performing all or any of his duties under this
agreement for 4 (four) consecutive months or for
periods aggregating 6 (six) months in any 12
(twelve) consecutive months.
8.5 In the event of there
being a change of effective control of the Company
within 18 (eighteen) months from the date of
commencement of this agreement, the Executive will
continue to receive the same terms and conditions of
employment as those that existed at the date of the
change of effective control for a period of not less
than 12 (twelve) months calculated from the date of
change of effective control of the Company. The
employment of the Executive shall also not be
terminated on the basis of the operational
requirements of the business during this 12 month
period unless the Executive is paid his full
remuneration for that portion of the 12 month period
that has not expired.
8.6 For the purposes of
this agreement there will be a change of effective
control of the Company if the Company's current
holding Company, Centurion Gold Holdings Inc, ceases
to control the Company.
8.7 The parties record
that the Executive was previously employed by
Investpro Commodities.
8.8 In the event of the
Executive's employment being terminated on the basis
of the operational requirements of the Company the
Executive shall receive not less than one months
remuneration for the first year of service and
thereafter 2 weeks' remuneration (as payable to the
Executive on the date of the termination) for every
year of completed service or pro-rata thereof with the
Company. In addition to the above severance benefit,
the Company will pay the Executive an inflation
adjustment to the amount specified in terms of
Annexure A (refer clause 8.7) which will be calculated
by applying the same ratio as the remuneration on
termination to the remuneration referred to in clause
3.1 of this agreement.
9 DOMICILIUM AND NOTICES
9.1 Each party chooses the
address set out below as the address at which all
notices, legal process and other communications must
be delivered for the purposes of this agreement:
The Company 0xx Xxxxx XxxxXxxxx
Xxxxxx Xxxxxxx Xxxxx
XxxxxxxXxxxxxxxxxxx
XxxxxXxxxxx
The Executive 00 Xxxx Xxxx Xxxx
Xxxxxxxx
Xxxxxxxxx Xxxxx Xxxxxx
9.2 Any notice or
communication given in terms of this agreement shall
be valid and effective only if in writing but it shall
be competent to give notice by telefax.
9.3 Any notice to a party
contained in a correctly addressed envelope and:
9.3.1
sent by prepaid registered post to it at its
chosen address; or
9.3.2
delivered by hand to a responsible person during
ordinary business hours at its chosen address,
9.3.3
shall be deemed to have been received, in the
case of clause 9.3.1, on the 7th (seventh)
business day after posting (unless the contrary
is proved) and, in the case of clause 9.3.2 on
the day of delivery.
9.4 Any notice sent by
telefax to a party at its telefax number shall be
deemed, unless the contrary is proved, to have been
received on the first business day after it is
transmitted.
9.5 The parties shall be
entitled at any time to change their addresses for the
purposes of this clause Error! Reference source not
found. to any other address in the Republic of South
Africa by giving written notice to that effect to the
other.
10 GENERAL
10.1 Any latitude or extension
of time that may be allowed by any party shall not
under any circumstances whatsoever act as an estoppel
or be a waiver of that party's rights hereunder.
10.2 The parties to this
agreement undertake to treat all matters relating to
this agreement and the annexures hereto as being
confidential and, therefore, shall not, without the
written approval of the other, disclose the provisions
hereof to any third party.
10.3 This agreement
constitutes the entire contract between the parties as
regards the employment of the Executive and the terms
and conditions on which employment takes place, and
no other conditions, warranties, guarantees and
representations shall be of any force or effect other
than those that are included herein.
10.4 No alteration or
variation to this agreement shall be of any force or
effect unless it is recorded in writing and signed by
both parties to this agreement.
10.5 All the transactions and
arrangements contemplated in this agreement constitute
one indivisible transaction.
11 COSTS
The costs of and incidental to the negotiating and drafting
of this agreement shall be borne by the Company.
Signed at ____________________________ on
____________________________ 2004
for and on behalf of The Company:
____________________________________
a director duly authorised
Signed at ____________________________ on
____________________________ 2004
____________________________________
The Executive
