THIRD CONTRACT OF EMPLOYMENT
between
RANDGOLD RESOURCES LIMITED
(registration number 65832)
a Company incorporated in Jersey, Channel Islands
("the Company")
and
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
(the "Employee")
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TABLE OF CONTENTS
1. INTRODUCTION.............................................................3
2. EMPLOYMENT...............................................................3
3. DUTIES...................................................................4
4. SECOND CONTRACT OF EMPLOYMENT............................................5
5. REMUNERATION PACKAGE.....................................................6
6. SECURITY.................................................................7
7. EXPENSES.................................................................7
8. BONUS SCHEME.............................................................8
9. HOLIDAYS................................................................11
10. LIFE ASSURANCE..........................................................12
11. APPLICATION OF PROVISIONS OF PERSONNEL MANUALS..........................12
12. INCAPACITY..............................................................13
13. TERMINATION.............................................................14
14. CONFIDENTIALITY AND RESTRAINT...........................................14
15. DOMICILIUM..............................................................19
16. GENERAL.................................................................20
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THE PARTIES AGREE AS FOLLOWS:
1. INTRODUCTION
It is recorded that-
1.1 the Employee is at present employed by the Company in the position
of Chief Executive Officer in terms of a written contract of
employment ("Second Contract of Employment"),
1.2 the parties have negotiated and now wish to record the terms of a
further contract of employment ("Third Contract of Employment").
2. EMPLOYMENT
2.1 Notwithstanding the date of signature hereof, the Employee shall be
deemed to have been employed by the Company under this Third
Contract of Employment as from 1 June 2000 ("Commencement date").
2.2 The employment of the Employee as Chief Executive Officer of the
Company shall continue for a minimum fixed term until 31 May 2003
and shall continue for an indefinite period thereafter, until
terminated on not less than 6 (six) month's written notice given by
one party to the other, which notice may be given so as to
terminate the Employee's employment with effect from the expiry
date of the minimum fixed term or any later date.
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3. DUTIES
3.1 As Chief Executive Officer of the Company, the Employee shall:
3.1.1 undertake such duties and exercise such powers in relation to the
Company, its associated companies and their businesses as the board
of directors of the Company (the "Board") shall from time to time
assign to or vest in him, provided however, that the Board shall
procure that such duties and powers shall not conflict with one
another;
3.1.2 in the discharge of such duties and in the exercise of such powers
observe and comply with all resolutions, regulations and directives
from time to time made or given by the Board; and
3.1.3 use his best endeavours to properly conduct, improve, extend,
develop, promote, protect and preserve the business interest,
reputation and goodwill of the Company and its associated
companies.
3.2 For the purposes of this Agreement, "associated company" or
"associated companies" means-
3.2.1 any company or entity which is directly or indirectly controlled by
the Company,
3.2.2 any company or entity which directly or indirectly controls the
Company, or
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3.2.3 any company or entity which is directly or indirectly controlled by
any company which also directly or indirectly controls the Company.
3.3 It shall be part of the normal duties of the Employee at all times
to consider in what manner and by what new methods or devices the
products, services, processes, equipment or systems of the Company
and associated companies might be improved, and promptly to give to
the Secretary of the Company full details of any invention or
improvement which he may from time to time make or discover in the
course of his duties, and to further the interests of the Company
and its associated companies' undertakings with regard thereto. Any
such invention or improvement shall be the property of the Company
and the Employee shall take all steps as may be necessary and
reasonably required by the Company, at the sole expense of the
Company, to procure that the Company obtains complete and exclusive
legal title to any such invention or improvement.
4. SECOND CONTRACT OF EMPLOYMENT
4.1 This Third Contract of Employment supersedes the Second Contract of
Employment as from the Commencement Date.
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5. REMUNERATION PACKAGE
5.1 As from the Commencement Date, the Employee's remuneration package
shall be US $380 ▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Dollars) per annum, which shall be reviewed annually with a
view to effecting appropriate annual increases.
5.2 The composition of the Employee's remuneration package shall be the
following-
5.2.1 a salary, which shall be equal to the difference between US
$380 ▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars)
and the cost to the Company of providing the other components of
the package set out in 5.2.2 and 5.2.3;
5.2.2 the contributions payable by the Company in respect of the Employee
and his wife and children to the medical aid scheme of which the
Employee is a member, all of which shall be for the account of the
Company.
5.2.3 the monthly contributions payable by the Company in respect of the
Employee to any pension, provident and retirement annuity funds
nominated by the Employee, all of which shall be for the account of
the Company.
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5.3 The Employee's salary shall be payable by equal monthly instalments
(and proportionately for any lesser period, each monthly instalment
being deemed to accrue rateably from day to day) in arrear on the
last day of each month.
6. SECURITY
The Company shall at its cost provide appropriate security and security
services at the Employee's residence.
7. EXPENSES
7.1 The Employee shall be reimbursed for all travelling, hotel and
other out-of-pocket expenses reasonably incurred by him in or
about the discharge of his duties hereunder.
7.2 The Employee shall be reimbursed all costs and expenses incurred by
him in connection with his home telephone.
7.3 The Company requires the Employee to be a member of an appropriate
club for various reasons, including the entertainment of clients
and customers of the Company and shall pay the annual membership
fees of such club.
7.4 Should it become necessary during the Employee's periods of work in
West and East Africa to be evacuated from his place of work for
medical reasons, the Company shall arrange for such evacuation and
the costs thereof shall be for the Company's account.
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7.5 The Company shall meet the Employee's membership fees of such
professional bodies as it deems are required.
8. BONUS SCHEME
8.1 Over and above the remuneration package and other benefits
stipulated in this Third Contract of Employment, the Employee
shall be eligible for an annual bonus.
8.2 The Employee shall be entitled to be paid a bonus in United States
Dollars in respect of each successive period of employment by the
Company ending on 31 March 2001, 31 March 2002 and 31 March 2003
("employment period") if the ruling price of ordinary shares in
the Company for that employment period as defined in 8.4. is
higher than the base price for that employment period, as defined
in 8.3.
8.3 The base price shall be in the case of each of the employment
periods in respect of which a bonus is to be calculated, the
weighted average price of ordinary shares in the Company quoted on
the London Stock Exchange over the last calendar month preceding
the employment period in respect of which the bonus is being
calculated.
8.4 The ruling price for each employment period shall be the weighted
average price of ordinary shares in the Company quoted on the
London Stock Exchange over the last calendar month of that
employment period.
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8.5 Should a bonus become payable to the Employee in respect of any
employment period, then the amount of such bonus shall be
calculated in accordance with the following formula:
B = 150 000(P(2) - P(1))
Where B is the amount of the bonus, in United States
Dollars;
P(2) is the ruling price for the employment period
in respect of which the bonus is being
calculated, as defined in 8.4, converted to
United States Dollars at the exchange rate
prevailing on the last business day of that
employment period; and
P(1) is the base price for the employment period in
respect of which the bonus is being
calculated, converted to United States Dollars
at the exchange rate prevailing on the last
business day of the employment period in
respect of which the bonus is being
calculated.
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8.6 For the purposes of this Clause, the exchange rate which shall be
applied for the conversion of a Sterling amount to a United States
Dollar amount on a particular date shall be the closing buying
rate for purchases of United States Dollars in London on that
date, as certified by Standard Chartered Bank, whose certificate
shall be binding upon the parties.
8.7 In the above formula, the factor 150 000 (one hundred and fifty
thousand) represents a fictional shareholding of 150 000 (one
hundred and fifty thousand) shares in the share capital of the
Company as presently constituted. Should the ordinary shares in
the Company which are listed in the London Stock Exchange be
consolidated or sub-divided, then the ruling price and the base
price stipulated in 8.2 and the formula in 8.5 shall be modified
by agreement between the parties in such a way as to give effect
to the original intention of the parties. In the event that the
parties do not agree on the terms of such modification, the matter
shall be referred to the Company's Remuneration Committee, whose
decision shall be final and binding upon the parties.
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8.8 Should the Company become subject to or involved in any
reorganisation, unbundling, scheme of arrangement or other change
of circumstances which directly or indirectly prejudices the
Employee's prospective bonus(es) under the bonus scheme as set out
in this clause, then the parties shall endeavour to reach
agreement on a modified or substituted bonus scheme which will
give effect to the original intent of the bonus scheme. Failing
such agreement, the terms of the modified or substituted bonus
scheme shall be determined by the Company's Remuneration
Committee, whose decision shall be final and binding upon the
parties.
9. HOLIDAYS
The Employee shall be entitled to 33 (thirty three) working days paid
holiday in each successive period of 12 (twelve) months commencing on 1
June 2000, to be taken at such times as the Board shall consider most
convenient, having regard to the requirements of the Company's business.
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10. LIFE ASSURANCE
Subject to the insurance company's requirements life assurance cover
against death is provided for the Employee whilst the Employee is a
member of the Company's Provident Fund, as follows:
10.1 3(three) years' pensionable salary; and
10.2 non contributory cover equal to 2 (two) years' pensionable salary,
payable in South African Rands.
11. APPLICATION OF PROVISIONS OF PERSONNEL MANUALS
11.1 The Employee's entitlement to any benefit other than those recorded
in this Agreement shall be governed by the appropriate provisions
of the Company's personnel manuals from time to time.
11.2 In the event of a conflict between the provisions of the personnel
manuals and the provisions of this Agreement, the provisions of
this Agreement shall override those contained in the personnel
manuals.
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12. INCAPACITY
12.1 If the Employee at any time be incapacitated or prevented by
illness, injury, accident or any other circumstance beyond his
control (the "incapacity") from discharging his full duties
hereunder for a total of 180 (one hundred and eighty) or more days
in any 12 (twelve) consecutive calendar months, the Company may by
notice in writing to the Employee given at any time so long as the
incapacity shall continue:
12.1.1 discontinue payment in whole or in part of the salary on and from
such dates as may be specified in the notice until the incapacity
shall cease; or
12.1.2 whether or not payment shall already have been discontinued,
terminate this Agreement forthwith or on such date as may be
specified in the notice.
12.2 Subject as hereinafter provided the salary shall, notwithstanding
the incapacity, continue to be paid to the Employee in accordance
with 5, in respect of the period of incapacity prior to such
discontinuance or termination.
12.3 Notwithstanding the above, whilst the Employee is a member of the
Company's Provident Fund, the Employee shall be covered against
temporary and permanent disability under the Company's insurance
policies.
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13. TERMINATION
This Agreement may be terminated forthwith by the Company without prior
notice if the Employee shall at any time
13.1 commit any serious or persistent breach of any provisions contained
in this Agreement;
13.2 be guilty of grave misconduct or wilful neglect in the discharge of
his duties;
13.3 become insolvent or make any arrangement or composition with his
creditors;
13.3.1 become permanently incapacitated by accident or ill-health from
performing his duties under this Agreement and for the purposes of
this sub-clause incapacity for 3 (three) consecutive months or an
aggregate period of 6 (six) months in any period of 12 (twelve)
months shall be deemed to be permanent incapacity.
14. CONFIDENTIALITY AND RESTRAINT
14.1 It is recorded that in the performance of his duties in West and
East Africa the Employee will:
14.1.1 acquire knowledge of the know-how of the Company relating to its
and associated companies' activities;
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14.1.2 derive considerable benefit from the technical and/or business
experience which he will obtain from the Company and associated
companies.
14.2 For one or more or all of the reasons set forth in 14.1, it is
agreed, therefore, that in order to protect the proprietary
interests of the Company and associated companies the Employee
shall not:
14.2.1 divulge or disclose or use any information or knowledge so acquired
by him relating to the matters set forth in 14.1.1, to any person
whomsoever, whether for his own benefit or otherwise, except to
those officials of the Company whose province it is to know the
same, or
14.2.2 entice or solicit or canvass the services of any person, company or
entity with whom the Company or any associated company has a
written agreement at the date of termination of the Employee's
employment, away from any such company, or accept or be interested
in any such services, whether for his own benefit or otherwise.
14.3 The Employee undertakes not to do any of the things set forth in
14.2 either directly or indirectly and whether as a director or
partner or owner or principal or agent or representative or
shareholder or financier or employee.
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14.4 The period of the restraint set forth in 14.2 shall be as follows:
14.4.1 all the restraints set forth in 14.2 shall apply during the
Employee's employment by the Company;
14.4.2 the restraints set forth in 14.2.1, insofar as they relate to any
information or knowledge appertaining to any matter set forth in
14.1.1 shall also apply for so long as such information or
knowledge is not generally available to the public or has not been
disclosed to the Employee by some third party who was required by
the Company to hold such knowledge or information in confidence or
who did not acquire such knowledge or information, directly or
indirectly, from the Company under an obligation of secrecy;
14.4.3 the restraints set forth in 14.2.2 shall also apply for a period of
1 (one) year after the date of termination of the Employee's
employment by the Company.
14.5 The restraints set forth in 14.2.1 and 14.2.2 shall be binding on
the Employee world-wide.
14.6 The Employee agrees that:
14.6.1 the restraints set forth above are reasonable as to their subject
matter, area and duration, to protect the Company's proprietary
interests;
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14.6.2 each of the restraints set forth in 14.2 is a separate and
independent restraint severable from any of the other restraints
therein set forth;
14.6.3 each of the ways set forth in 14.3 in which the Employee is
restrained from doing any of the things set forth in 14.2 shall be
a separate and independent restraint severable from any other of
the ways in which he is restrained; and
14.6.3.1 if any one or more of the restraints set forth above are invalid or
unforceable for any reason, the validity of any of the other
restraints shall not be affected thereby.
14.7 The Employee may request the Company to release the Employee from
any or all of the restraints described above or to relax the
application of any or all of such restraints. The Company agrees
to act reasonably in granting or refusing any such request. Any
request by the Employee in terms hereof shall be made by the
Employee to the Company in writing. Likewise, the decision of the
Company in respect of any such request shall be given in writing
by the Company to the Employee. Any conditions which the Company
may impose, in the event of the Company agreeing to any such
request, shall be contained in such written communication by the
Company to the Employee.
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14.8 Nothing contained in this clause shall preclude the Employee from
holding or acquiring shares or other securities of any other
company which are quoted on any recognised stock exchange by way
of bona fide investment, provided however, that any such
investment shall not exceed 5% (five per centum) of the entire
issued share capital or class of shares or other securities, as
the case may be, of the company in question without the prior
written consent of the Company which shall not be unreasonably
withheld and provided further, however, that the Company shall be
entitled to require him not to do so in any particular case on the
ground that such other company is or may be carrying on a business
competing or tending to compete with the business of the Company
or any associated company.
14.9 As consideration for the Employee agreeing to the restraints
described in 14.2.1 and 14.2.2, it is recorded and agreed that the
Company will forthwith pay the Employee an amount equal to twice
the gross amount of the Employee's remuneration package stated in
5.1 of US $380 ▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Dollars) less the amount of US $ 250 000 (two hundred and
fifty thousand United States Dollars) paid to the Employee in his
Second Contract of Employment which amounts to US $510 ▇▇▇ (▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars), on the following
basis:
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14.9.1 should the Employee commit a material breach of the restraint
undertakings given by the Employee in this Clause, then if the
breach is one which is not capable of being remedied or being a
breach which is capable of being remedied is not remedied within
30 (thirty) days after written demand given by the Company to the
Employee, the Company shall be entitled to institute action
against the Employee for agreed damages of US $760 ▇▇▇ (▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars), in order to
compensate the Company for the harm suffered by the Company.
15. DOMICILIUM
15.1 The parties hereto respectively choose domicilium citandi et
executandi for all purposes of and in connection with this
Agreement as follows:
15.1.1 the Company La Motte ▇▇▇▇▇▇▇▇
St Helier
Jersey, Channel Islands
15.1.2 the Employee La Motte ▇▇▇▇▇▇▇▇
St Helier
Jersey, Channel Islands
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15.2 The parties shall be entitled to change their domicilia from time
to time, provided that any such change shall only be effective
upon receipt of notice in writing by the other party of such
change. All notices of communications intended for any party shall
be sent to or delivered at such party's domicilium for the time
being.
16. GENERAL
16.1 No alteration, cancellation, variation of, or addition hereto shall
be of any force or effect unless reduced to writing and signed by
the parties as an addendum to this Agreement or their duly
authorised signatures.
16.2 Subject only to 16.1, this document contains the entire agreement
between the parties and neither party shall be bound by any
undertakings, representations or warranties not recorded herein.
16.3 No indulgence, leniency or extension of time which either party
(the "grantor") may grant or show to the other, shall in any way
prejudice the grantor or preclude the grantor from exercising any
of its/his rights in the future.
16.4 Neither party may cede or assign its/his rights and delegate
its/his obligations in terms of this Agreement without the prior
written approval of the other party.
16.5 Each party warrants and undertakes to the other that-
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16.5.1 it is not acting as undisclosed agent or nominee for any person in
entering into this Agreement; and
16.5.2 it is entering into this Agreement to secure the benefits of this
Agreement for itself only and for no other person.
16.6 The headings appearing in this Agreement have been used for
reference purposes only and shall not affect its interpretation.
16.7 The Company shall bear the costs of and incidental to the
negotiation, preparation and conclusion of this Agreement.
16.8 The interpretation and enforcement of this Agreement shall at all
times be governed by Jersey law prevailing from time to time, and
the parties hereto hereby consent and submit to the jurisdiction
of the Courts of Jersey in all matters arising from or concerning
this Agreement.
16.9 If any clause or term of this Agreement should be invalid,
unenforceable or illegal, then the remaining terms and provisions
of this Agreement shall be deemed to be severable therefrom and
shall continue in full force and effect unless such invalidity,
unenforceability or illegality goes to the root of this Agreement.
16.10 The Employee's rights under this Agreement are not capable of
assignment or hypothecation, nor of attachment by the Employee's
creditors.
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THUS DONE and SIGNED by RANDGOLD RESOURCES at Johannesburg on this the 31st day
of August 2000, in the presence of the undersigned witnesses, the signatory
hereby warranting by his signature that he is duly authorised thereto.
AS WITNESSES:
1. /S/ [ILLEGIBLE]
2. /S/ [ILLEGIBLE]
/S/ [ILLEGIBLE]
_____________________________
For and on behalf of RANDGOLD
RESOURCES LIMITED
Capacity: Directors
THUS DONE and SIGNED by the EMPLOYEE at Johannesburg on this the 31st day of
August 2000, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.
AS WITNESSES:
1. /S/ [ILLEGIBLE]
2. /S/ [ILLEGIBLE]
/S/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
__________________________
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
