EMPLOYMENT CONTRACT
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EMPLOYMENT CONTRACT
Between:
CENTURION GOLD HOLDINGS INC
(Registration No. LISTED NASDAQ OTCBB COMPANY)
("the Company")
and
XXXXXX XXXXXXX
(Identity No.3509075033008)
("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 Executive 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 Centuary Minerals Pty Ltd prior to his
taking up employment with the Company.
3.3 The remuneration package
referred to in clause 3.1:
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 Centuary Minerals.
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 Xxxx Xxxxx
Xxxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxxxxxxx
Xxxxx Xxxxxx
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 9 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
