Exhibit 10.30
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, dated as of May 15, 1996 ("Effective Date"),
is between Xxxxx X. Xxxxxx ("Consultant") and Homestake Mining Company
("Homestake").
1. Homestake agrees to engage Consultant, and Consultant agrees to
accept the engagement, to provide consulting services with respect to the
following and for such additional matters as Consultant and Homestake agree
("Services"):
(a) Consultant will act as a Director and non-Executive Chairman of the
Board of Directors of Homestake, and will perform the duties generally
applicable to that position.
(b) Consultant will continue as a member of the Executive and Finance
Committees of the Board of Directors of Homestake.
(c) Consultant will represent the Company as a member of such selected
outside organizations as may be agreed between Consultant and the Homestake
Representative, including but not limited to the World Gold Council, the
National Mining Association and the Western Regional Council.
(d) Consultant will assist the President of Homestake in connection
with proposed business transactions as a facilitator in providing introductions
and as otherwise requested.
(e) Consultant will assist in the recruiting of new Directors of
Homestake.
(f) Consultant will consult with the President of Homestake as
requested.
Services under this agreement shall not include testifying as a witness in legal
proceedings, and compensation shall not be payable under this agreement with
respect to testifying in any proceeding.
2. The engagement shall begin on the Effective Date and continue until
May 14, 1997, and, at the request of either party made at least 30 days prior to
the expiration date, will be renewable until May 14, 1998.
3. (a) Consultant shall perform Services for Homestake as, when and
where reasonably requested to do so by Homestake. It is expected that Consultant
may spend up to approximately 500 hours per year providing Services. Travel
time, including travel to a location at which services are to be performed,
shall be considered time in which services are performed. If the amount of time
spent providing Services significantly exceeds that number of hours, at the
request of Consultant, Consultant and Homestake will review the level of time
spent and the amount of compensation and attempt to agree on appropriate
adjustments.
(b) Homestake shall pay Consultant the sum of $150,000 per year,
payable in advance in equal quarterly installments on each of May 15, August 15,
November 15 and February 15. Such compensation shall be in lieu of any
Director's fees that would otherwise be payable for Consultant acting as a
Director of Homestake. Provided, however, that Homestake shall determine the
Director's fees that would have been payable to Consultant in the absence of
this paragraph 3(b) and, for purposes of any Homestake Directors Share Rights
programs, Consultant shall be deemed to have received that amount of Director's
fees and shall participate in such Directors Share Rights programs on that
basis.
(c) Homestake shall also pay the costs for Consultant's maintenance of
an office outside of Homestake's offices (including rent, secretarial
assistance, utilities and supplies), up to a maximum of $1,500 per month.
Consultant shall provide to Homestake invoices, with appropriate documentation,
for such office expenses.
(d) Homestake shall make reasonable advances to Consultant for travel
related to Services, and after presentation of customary receipts shall
reimburse Consultant for approved expenses related to Services in accordance
with the travel advance and expense reimbursement policies for Homestake
employees.
(e) Homestake shall reimburse Consultant for related expenses, within
ten days of its receipt and approval of Consultant's invoice. Consultant's
invoices shall identify the Services in respect of which any expenses were
incurred, contain a summary of the countries in which Services were performed
and expenses incurred, allocate the expenses by project and country, identify
the Homestake Representative(s) authorizing the Services in respect of which the
expenses were incurred, and contain such additional information in such detail
as Homestake may reasonably require.
4. (a) If requested by Homestake, Consultant shall keep and make
available to Homestake records showing all Services performed and time spent in
such performance. Consultant shall make such written reports of Consultant's
activities to Homestake as Homestake may from time to time reasonably request.
(b) All such records and reports shall be the sole and exclusive
property of Homestake, to be delivered to Homestake by Consultant upon
Homestake's request. Consultant expressly agrees to deliver to Homestake all
papers, drawings, models, maps, or any other thing related to Services in
Consultant's possession or under its control upon termination of this agreement.
5. Consultant shall not, within three years after the termination of
this agreement, divulge to any person any proprietary or confidential
information relating to Homestake or its Subsidiaries or Affiliates ("Homestake
Companies"), or relating to any business or property in which any of the
Homestake Companies has an interest, acquired by Consultant while in the prior
employment of any of the Homestake Companies or in the course of performance of
duties under this agreement without express written authorization by an officer
of Homestake. For purposes of this agreement, "Subsidiary" shall mean any
corporation, partnership, joint venture or other entity or person in which
Homestake has a total direct and/or indirect equity or voting interest of at
least 20%, and "Affiliate" shall mean any corporation, partnership, joint
venture or other entity or person which is directly or indirectly controlling,
controlled by or under common control with Homestake.
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6. Consultant represents and warrants to Homestake that his performance
of Services will not breach any obligation Consultant may have to any third
party.
7. Consultant agrees that until termination of this agreement,
Consultant shall not engage in any employment or consulting services with anyone
other than one of the Homestake Companies relating to the Services performed or
relating to any business or property in which any of the Homestake Companies has
an interest without Homestake's prior written consent.
8. Consultant shall not delegate, subcontract, assign, or employ any
person to perform any work directly or indirectly related to Services without
Homestake's prior written consent.
9. (a) In the performance of Services Consultant shall be an
independent contractor. Nothing in this agreement shall be deemed to make
Consultant an agent, employee or partner of Homestake. Consultant shall not, by
reason of this agreement, participate in any employee benefits available to
employees of Homestake Companies, nor shall this agreement diminish any benefits
or rights Consultants may otherwise be entitled to receive as a former employee
or officer of the Homestake Companies.
(b) Consultant assumes full responsibility and liability for the
payment of any taxes due on any amount received hereunder.
(c) Except to the extent required by law, Homestake shall not make any
deduction from any amount paid by it to Consultant for taxes or for insurance or
benefits.
10. The Homestake Representative authorized to assign work to
Consultant and coordinate Consultant's performance of Services is Xxxx X.
Xxxxxxxx. Homestake may assign such responsibility to any other Representative
or Representatives.
11. (a) All notices provided for in this agreement shall be delivered
personally or by facsimile or by first class mail, postage prepaid, and shall be
deemed received when personally delivered or, if by facsimile, on the next
business day after receipt or, if mailed, five business days after date of
mailing.
(b) Any notice of default shall only be effective if delivered
personally, or sent by registered or certified mail.
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(c) Any notice from Consultant to Homestake shall be delivered or
addressed to the Homestake Representative.
(d) All notices to be delivered by mail or facsimile shall be sent to
the addresses and facsimile numbers shown below (or as changed by notice given
as provided herein).
12. The interpretation and performance of this agreement shall be
governed by the domestic law of the State of California, without regard to
conflict of laws principles.
13. This agreement constitutes the entire agreement between the parties
related to its subject matter. It supersedes all prior proposals, agreements,
understandings, representations and conditions. It may not be changed or amended
except in writing.
CONSULTANT
Name: XXXXX X. XXXXXX
Address: 000 Xxxxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Tel No.: 000-000-0000
Fax No.: 000-000-0000
Signature: \s\ Xxxxx X. Xxxxxx
HOMESTAKE MINING COMPANY
11th Floor
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
By: \s\ Xxxx X. Xxxxxxxx
----------------------
Xxxx X. Xxxxxxxx
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