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EXHIBIT 10.40
AMENDMENT OF EMPLOYMENT AGREEMENT BETWEEN
GOLDEN STAR RESOURCES LTD. AND XXXXX X. XXXXX
THIS AGREEMENT made as of May 1, 1996, amends the Employment Agreement made as
of May 15, 1992 (the "Employment Agreement") between Golden Star Resources
Ltd., a Canadian corporation with offices at 0000 Xxxxxxx Xxxxxx (Xxxxx 0000),
Xxxxxx, Xxxxxxxx (the "Company") and Xxxxx X. Xxxxx (the "Employee") under
which the Employee is employed as Chairman of the Board of Directors and Chief
Executive Officer of the Company for a term ending December 31, 1997.
On the terms set forth below and as contemplated by subsection 1.4 of the
Employment Agreement, the Company and the Employee have mutually agreed that
the Employee's service as Chief Executive Officer of the Company under the
Employment Agreement will terminate as of May 1, 1996 and that the Employee
will continue thereafter to serve in a non-executive capacity as an employee of
the company and Chairman of the Board of Directors of the Company for the
remainder of the term of the Employment Agreement without any change in
provisions for compensation or benefits or any other term of employment, the
Employee's employment being construed as continuing under the Employment
Agreement as amended by this Agreement. Because of the difficulty of
establishing objective standards for Employee's new role under the Employment
Agreement as amended, the Company and the Employee agree that the Employee's
annual performance bonus pursuant to subsection 4.2 of the Employment Agreement
shall be not less than US$40,000, which is the amount that has been paid in the
past years under the Employment Agreement. It is also hereby understood that
the termination of the Employee's service as Chief Executive Officer shall not
constitute termination for purposes of Article 6 of the Employment Agreement;
provided, however, that termination by either party of the Employee's service
as an employee (other than Chief Executive Officer) and/or as Chairman of the
Board of Directors of the Company shall be subject to the provisions of section
6 of the Employment Agreement.
The Company will continue to provide Employee with an appropriate executive
office, properly equipped and maintained and with a full-time secretary, all at
the Company's cost and expense.
IN WITNESS WHEREOF, the Company and the Employee have executed his Agreement as
of the date set forth above.
GOLDEN STAR RESOURCES LTD.
BY: /s/ Xxxxx X. Xxxxxxxx
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Name:
Title:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
