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Exhibit 10.58
SERVICES AGREEMENT
THIS AGREEMENT made as of June 1, 1999.
BETWEEN:
GLAMIS GOLD LTD., a British Columbia company having an address at ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ("Glamis")
OF THE FIRST PART
AND:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
("▇▇▇▇▇▇▇▇")
OF THE SECOND PART
WHEREAS Glamis wishes to engage ▇▇▇▇▇▇▇▇ to perform the duties of Vice President
and Chief Operating Officer of Glamis and ▇▇▇▇▇▇▇▇ wishes to take on such
duties.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties mutually agree as
follows:
ENGAGEMENT
1. Glamis hereby engages (the "Engagement") ▇▇▇▇▇▇▇▇ as and ▇▇▇▇▇▇▇▇ agrees to
serve as Vice President and Chief Operating Officer of Glamis and as Vice
President and Chief Operating Officer of Glamis Gold, Inc. and its subsidiaries
and to perform the duties described in Section 3, on the terms and subject to
the conditions set out herein.
TERM
2. The term ("Term") of the Engagement will commence on June 1, 1999, and will
continue thereafter on a month-to-month basis until terminated by either party
pursuant to the terms hereof.
DUTIES AND OBLIGATIONS OF ▇▇▇▇▇▇▇▇
3. As Vice President and Chief Operating Officer, ▇▇▇▇▇▇▇▇ will perform those
duties and functions (the "Duties") that are described in Schedule A hereto.
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PERFORMANCE OF DUTIES
4. ▇▇▇▇▇▇▇▇ will perform the Duties as follows:
(a) subject to ill-health and subsection 4(c), ▇▇▇▇▇▇▇▇ will perform the
Duties during each day that is a business day in the Term (a business
day being a day, other than a Saturday or a Sunday, on which the office
of Glamis Gold, Inc. in Reno, Nevada is open for the transaction of
business);
(b) subject to subsection 4(c), ▇▇▇▇▇▇▇▇ will devote substantially all
of his time and energy during normal business hours on each working day
during the Term to performing the Duties to the best of his skill and
ability; and
(c) notwithstanding subsections 4(a) and 4(b), ▇▇▇▇▇▇▇▇ will not be
required to perform the Duties on statutory holidays and during periods
of holidays, which will be not less than four weeks in the aggregate in
respect of each calendar year.
REMUNERATION
(d) In consideration of the performance of the Duties by ▇▇▇▇▇▇▇▇,
Glamis, through Glamis Gold, Inc., will:
(e) pay Voorhees a salary (the"Salary") of U.S. $180,000 (or such other
amount as the parties may mutually agree in writing) per calendar year
during the Term by paying 1/24 thereof on the 15th of each month and
1/24th thereof on the last day of each month or, if such days are not
business days, on the first prior day that is a business day, such
payments to be reduced by the amount of applicable withholding and other
requirements of the Internal Revenue Code (United States) and any other
applicable United States legislation in respect of remuneration paid to
employees;
(f) reimburse ▇▇▇▇▇▇▇▇ for all reasonable expenses incurred by ▇▇▇▇▇▇▇▇
in the performance of the Duties and in respect of such ▇▇▇▇▇▇▇▇ will
provide to Glamis such particulars as Glamis may reasonable require;
(g) permit ▇▇▇▇▇▇▇▇ to participate in medical, dental and other employee
benefit plans of Glamis Gold, Inc. as they are from time to time
initiated, if and to the extent that participation is permitted by the
plans, such plans to include, without limitation, the Glamis Gold, Inc.
Profit Sharing and Retirement Plan and the Glamis Gold, Inc.
Group Insurance Benefits Plan;
(h) indemnify and hold ▇▇▇▇▇▇▇▇ harmless from and against any and all
costs, damages or losses resulting from the performance by ▇▇▇▇▇▇▇▇ of
the Duties;
(i) provide ▇▇▇▇▇▇▇▇ with the holiday entitlement described in
subsection 4(c) provided however, that ▇▇▇▇▇▇▇▇ will forfeit, without
compensation, his right to any part of such holiday entitlement not used
in a calendar year;
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(j) perform a review of the Salary on an annual basis, as a minimum; (k)
grant to ▇▇▇▇▇▇▇▇ share purchase options from time to time on an
aggregate of not
less than 100,000 common shares of Glamis ("Shares") under Glamis'
Incentive Share Purchase Option Plan (the "Plan"), in accordance with
the rules and regulations of applicable regulatory authorities and the
Plan, and subject to the following conditions:
i. the share purchase options shall be priced as of June 1, 1999
but will not be exercisable until approval by the shareholders of
revisions to the Plan at the annual shareholders meeting in April 2000;
ii. subject to the provisions of subparagraph (g)i above, fifty
percent (50%) of the share purchase options will be vested immediately
and the remaining fifty percent (50%) will be vested on June 1, 2000;
and
iii. upon the full exercise of the 100,000 share purchase
options, ▇▇▇▇▇▇▇▇ will, subject to the then prevailing policies of
Glamis' Executive Compensation Committee, be granted another share
purchase option in respect of not less than 100,000 Shares.
(l) reimburse ▇▇▇▇▇▇▇▇ for relocation expenses from Lakewood, Colorado
to Reno, Nevada in accordance with the Glamis Gold, Inc. Relocation
Expense Policy for transferred employees, a copy of which has been
provided to ▇▇▇▇▇▇▇▇.
TERMINATION OF ENGAGEMENT
5. The following will govern termination under this Agreement:
(a) ▇▇▇▇▇▇▇▇ may deliver to Glamis a notice to terminate the Engagement
on a day not less than 60 days after the day of such delivery and the
Engagement will terminate at the expiration of such 60-day or longer
period and in such case any outstanding share purchase options held at
such time by ▇▇▇▇▇▇▇▇ will expire on the 30th day after the effective
date of the termination;
(b) Glamis may terminate the Engagement without notice and without any
payment in lieu of notice if
(i) ▇▇▇▇▇▇▇▇ is guilty of any wilful act, neglect, or conduct
that causes substantial damage or discredit to Glamis, or
(ii) ▇▇▇▇▇▇▇▇ is convicted of any offence involving fraud,
and in such case any outstanding share purchase options held at such
time by ▇▇▇▇▇▇▇▇ will expire on the 30th day after the effective date of
the termination;
(c) Except for those matters referred to in subsection 6(b), Glamis may,
at its sole option, terminate the Engagement for cause by providing
three months written notice to ▇▇▇▇▇▇▇▇ and in such case any outstanding
share purchase options held at such time by ▇▇▇▇▇▇▇▇ will expire on the
30th day after the effective date of the termination;
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(d) Glamis may, at its sole option, terminate the Engagement without
cause by notice (the "Termination Notice") to ▇▇▇▇▇▇▇▇, in which case
▇▇▇▇▇▇▇▇ will be paid any remuneration due hereunder to the date of
termination together with an aggregate amount equal to two (2) times the
Salary which is in force at the time of delivery of the Termination
Notice and the cash value of 24 months of full benefit coverage under
subsection 5(c), less applicable withholding and other requirements of
the Internal Revenue Code (United States) and any other applicable
United States legislation in respect of remuneration paid to employees,
and in such case any outstanding share purchase options held at such
time by ▇▇▇▇▇▇▇▇, will expire on the 365th day after the effective date
of the termination;
(e) If ▇▇▇▇▇▇▇▇ becomes permanently disabled prior to termination of the
Engagement hereunder the provisions of subsection 6(c) will not apply,
however, Glamis may terminate the Engagement pursuant to subsection
6(d), provided however that such termination will not affect any
benefits which ▇▇▇▇▇▇▇▇ would be entitled to as a disabled employee
under the plans described in subsection 5(c). ▇▇▇▇▇▇▇▇ will be deemed to
be permanently disabled if he is unable to perform the material and
substantial portion of the Duties because of sickness or injury. For the
purposes hereof "sickness" means an organic disease, including without
limitation mental illness, and the medical or surgical treatment of the
disease and "injury" means bodily injury caused directly by external,
violent and purely accidental means;
(f) On termination of the Engagement, ▇▇▇▇▇▇▇▇ will deliver to Glamis in
a reasonable state of repair all property of Glamis used by or in the
possession of ▇▇▇▇▇▇▇▇; and
(g) Termination of the Engagement will not terminate Glamis' obligation
under subsection 5(d), which obligation will survive such termination.
DISCLOSURE
6. ▇▇▇▇▇▇▇▇ undertakes to refrain, both during the Term and thereafter, except
so far as may be necessary or proper in performing the Duties, from making
public or disclosing to any person who is not an employee, officer or director
of Glamis or one of its subsidiaries, any information that may come to the
knowledge of ▇▇▇▇▇▇▇▇ during the Term respecting the business dealings of Glamis
or its subsidiaries or any of the contractual agreements of Glamis or its
subsidiaries and ▇▇▇▇▇▇▇▇ will, at the request of Glamis, enter into a separate
agreement with respect to such matters.
MISCELLANEOUS
7. (a) Each party will, on the request of the other, execute and deliver
such other agreements, deeds, documents and instruments, and do such
further acts and things as the other may reasonably request in order to
evidence, carry out and give full force and effect to the terms,
conditions, intent and meaning of this Agreement.
(b) If any provision of this Agreement is invalid or unenforceable for
any reason whatsoever, such provision will be severable from the
remainder of this Agreement, the
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validity of the remainder will continue in full force and effect and
this Agreement will be construed as if it had been executed without the
invalid or unenforceable provision.
(c) No consent or waiver, express or implied, by either party to or of
any breach or default by the other party in the performance by the other
of any or all of its obligations under this Agreement
(i) will be valid unless it is in writing and specifically stated
to be a consent or waiver pursuant to this subsection,
(ii) may be relied upon by the other as a consent or waiver to or
of any other breach or default of the same or any other
obligation,
(iii) will constitute a general consent or waiver under this
Agreement, or (iv) will eliminate or modify the need for a
specific consent or waiver pursuant to this subsection in any
other instance.
(d) Notices, requests, demands or directions to one party to this
Agreement by another will be in writing and will be delivered as
follows:
If to Glamis at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to ▇▇▇▇▇▇▇▇ at: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
or to such other address as may be specified by one party to the other
in a notice given in the manner provided in this subsection.
(e) This Agreement is made in the State of Nevada with the intention
that its construction and validity and all other issues related to its
administration will in all respects be governed by the laws prevailing
in that state.
(f) In the event of any dispute between the parties in respect of the
interpretation of this Agreement or any matter to be agreed on, such
dispute will be determined by a single arbitrator appointed and acting
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association and the decision of the arbitrator shall be final and
binding on the parties.
(g) This Agreement constitutes the entire agreement between the parties
and there are no representations or warranties, express or implied,
statutory or otherwise, and no agreements collateral hereto other than
as expressly set forth or referred to herein.
(h) This Agreement may be executed in counterparts, each of which when
delivered (whether in originally executed form or by facsimile
transmission) will be deemed to be an original and all of which together
will constitute one in the same document.
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(i) This Agreement will ensure to the benefit of and be binding upon the
respective legal representatives and successors and permitted assigns of
the parties.
(j) None of the parties may assign any right, benefit or interest in
this Agreement without the written consent of the others and any
purported assignment without such consent will be void, save and except
that Glamis may assign any or all of its rights and obligations
hereunder to Glamis Gold Inc.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
first above written.
GLAMIS GOLD LTD.
Per:____________________________________
A. ▇▇▇ ▇▇▇▇▇, Chairman
Per:____________________________________
C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President & CEO
________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
