EMPLOYMENT CONTRACT
Between:
CENTURION GOLD HOLDINGS INC
(Registration No. LISTED NASDAQ OTCBB COMPANY)
("the Company")
and
XXXXX XXXXXX XXXX
(Identity No.6502075084086)
("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 Technical Officer as
determined from time to time by the board of directors
("the board") of the Company and devote all of
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
R750000,00(sevenhundred and fifty thousand rand)
payable in twelve equal installments monthly. 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 2004 was the equivalent of
that paid to the Executive by Kleinfontein Mine Ltd
prior to his taking up employment with the Company.
3.3 The
remuneration package referred to in clause Error!
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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 90 (ninety) 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
Kleinfontein Mine.
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
Xxxxxxx Xxxxxxxxxxxx
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
