AGREEMENT
BETWEEN
RANDGOLD RESOURCES LIMITED
("THE EMPLOYER" OR "THE COMPANY")
AND
XXXXX A R KEBBLE
("THE EMPLOYEE")
DATE: 9 NOVEMBER 2004
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INTRODUCTION
1). MR R.A.R. KEBBLE ("THE EMPLOYEE") IS EMPLOYED AS EXECUTIVE CHAIRMAN BY
RANDGOLD RESOURCES LIMITED ("THE EMPLOYER").
2). MR R.A.R. KEBBLE AND THE COMPANY, FOLLOWING ON FROM NEGOTIATIONS, HAVE
AGREED TO A CONSTRUCTIVE TERMINATION WITH EFFECT FROM 3 NOVEMBER 2004.
3). THE PARTIES WISH TO RECORD THE PROVISIONS OF AN AGREEMENT IN RESPECT OF THE
DEPARTURE OF THE EMPLOYEE AND THE CONSTRUCTIVE TERMINATION OF HIS
EMPLOYMENT BY THE EMPLOYER. IT IS AGREED THAT THE EMPLOYEE WILL FORMALLY
SUBMIT A LETTER OF RESIGNATION FROM THE BOARD OF THE COMPANY, INCLUDING ANY
SUBSIDIARIES OF THE COMPANY. IT IS FURTHER AGREED THAT THE RESTRAINT OF
TRADE PROVISIONS, AS CONTAINED IN THE EMPLOYEE'S CONTRACT OF EMPLOYMENT,
SHALL REMAIN IN EFFECT DESPITE THE CONSTRUCTIVE TERMINATION.
IT IS AGREED:
1. TERMINATION OF EMPLOYMENT
1.1 THE EMPLOYMENT OF MR R.A.R. KEBBLE BY THE EMPLOYER, IN TERMS OF THE CURRENT
"THIRD CONTRACT OF EMPLOYMENT" DATED 5TH MAY 2003, WILL CEASE WITH EFFECT
FROM 3RD NOVEMBER 2004 BY MUTUAL CONSENT.
1.2 THAT "THE EMPLOYER" HAS FAITHFULLY FULFILLED ITS OBLIGATION TO "THE
EMPLOYEE" AS FOLLOWS:
ACCEPTED "THE EMPLOYEE'S" VOLUNTARY RESIGNATION IN WRITING AND AGREED TO
TERMINATE "THE EMPLOYEE'S" EMPLOYMENT, AS PER ITS CONTRACTUAL OBLIGATION.
PAYMENTS AND BENEFITS
PAYMENT FROM 1/11/04 TO END OF CONTRACTUAL PERIOD: US$ 593,750
ADDITIONAL PAYMENT AUTHORISED BY BOARD: US$ 500,000
EXERCISE OF 133,400, ISSUE PRICE US$ 3.25, SHARE OPTIONS
AND PURCHASE OF 133,400 R.R.L. ORDINARY SHARES: (US$ 433,550)
TOTAL DUE TO EMPLOYEE AT TERMINATION DATE: US$ 660,200
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1.3 IT IS AGREED THAT THE EMPLOYEE SHALL BE ENTITLED TO ANY BONUS THAT MIGHT
ACCRUE FOR SUCH PERIOD AS REMAINS UNDER THE TERMS OF THE THIRD CONTRACT OF
EMPLOYMENT.
1.4 IT IS AGREED THAT THE EMPLOYEE SHALL BE RESPONSIBLE FOR ANY TAX PAYABLE IN
RESPECT OF ANY PAYMENT RECEIVED IN ACCORDANCE WITH CLAUSE 1.2 ABOVE.
1.5 IT IS AGREED THAT THE EMPLOYEE IS NOT ENTITLED TO ANY PENSION OR PROVIDENT
BENEFITS.
2. TIMING OF PAYMENTS
ALL AMOUNTS PAYABLE IN TERMS OF THIS AGREEMENT, WITH THE EXCEPTION OF THE
BONUS REFERRED TO IN 1.3 ABOVE, SHALL BE PAID WITHIN TWENTY FOUR HOURS OF
THE SIGNATURE BY ALL PARTIES OF THIS AGREEMENT AS WELL AS THE PAYMENT OF
ANY MONIES OWED BY THE EMPLOYEE TO THE COMPANY OR ITS SUBSIDIARIES.
3. CERTIFICATE OF EMPLOYMENT
THE EMPLOYER SHALL FURNISH THE EMPLOYEE WITH A CERTIFICATE OF EMPLOYMENT ON
REQUEST.
4. DEBTS
THE EMPLOYER WILL BE ENTITLED TO EITHER DEDUCT OR SET-OFF ANY AMOUNTS OWED
BY THE EMPLOYEE TO IT OR ITS SUBSIDIARY COMPANIES, AGAINST ANY AMOUNTS
WHICH IT INTENDS TO PAY THE EMPLOYEE IN TERMS OF THIS AGREEMENT.
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5. SHARE OPTIONS
THE EMPLOYEE HAS REQUESTED AUTHORITY TO EXERCISE 133,400 SHARE OPTIONS. THE
EMPLOYEE HAS AGREED THAT THE EXERCISE PRICE OF US$ 433,550 SHOULD BE
DEDUCTED FROM PROCEEDS AS REFERRED TO IN CLAUSE 1.2 HEREOF.
6. SECURITY SERVICES
IT IS RECORDED THAT THE SECURITY SERVICE PROVIDED BY THE COMPANY IN TERMS
OF THE EMPLOYEE'S CURRENT CONTRACT OF EMPLOYMENT, SHALL CEASE WITH EFFECT
FROM 30 NOVEMBER 2004.
7. OTHER SERVICES
ANY OTHER SERVICES OR BENEFITS RELATED TO THE THIRD CONTRACT OF EMPLOYMENT
THAT ARE NOT EXPLICITLY MENTIONED IN THIS AGREEMENT, WILL CEASE WITH EFFECT
FROM THE 30TH NOVEMBER, 2004.
8. FULL AND FINAL SETTLEMENT
ANY PAYMENTS REFERRED TO IN THIS AGREEMENT SHALL BE MADE IN FULL AND FINAL
SETTLEMENT OF ALL AND ANY CLAIMS WHICH THE EMPLOYEE MAY HAVE AGAINST THE
EMPLOYER ARISING OUT OF EITHER THE EMPLOYEE'S CONTRACT OF EMPLOYMENT OR THE
TERMINATION OF HIS EMPLOYMENT WITH THE EMPLOYER, WHETHER SUCH CLAIMS ARISE
FROM CONTRACT, DELICT, OPERATION OF STATUTE, OR OTHERWISE. THE EMPLOYEE
WAIVES THE RIGHT TO PURSUE THIS MATTER IN ANY COURT OR STATUTORY
COMMISSION.
9. RETURNING OF DOCUMENTS AND PROPERTY
THE EMPLOYEE SHALL, WITHIN 30 (THIRTY) DAYS OF SIGNATURE OF THIS AGREEMENT,
RETURN ALL COMPANY DOCUMENTS OR COMPANY PROPERTY IN HIS POSSESSION TO THE
EMPLOYER.
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10. NON - VARIATION AND INDULGENCES
10.1 NO VARIATIONS, MODIFICATIONS, OR WAIVER OF ANY PROVISIONS OF THIS
AGREEMENT, OR CONSENT TO ANY DEPARTURE THEREFROM, SHALL IN ANY MANNER BE OF
ANY FORCE OR EFFECT UNLESS CONFIRMED IN WRITING AND SIGNED BY THE PARTIES.
SUCH VARIATION, MODIFICATION, WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN
THIS SPECIFIC INSTANCE AND FOR THE PURPOSE AND TO THE EXTENT TO WHICH IT
WAS MADE OR GIVEN.
10.2 NO FAILURE, DELAY, RELAXATION, OR INDULGENCES ON THE PART OF EITHER PARTY
IN EXERCISING ANY POWER OR RIGHT CONFERRED ON SUCH PARTY IN TERMS OF THIS
AGREEMENT SHALL OPERATE AS A WAIVER OF SUCH RIGHT, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH POWER OR RIGHT PRECLUDE ANY OTHER OR FURTHER
EXERCISES THEREOF, OR THE EXERCISE OF ANY OTHER POWER OR RIGHT UNDER THIS
AGREEMENT.
11. CONFIDENTIALITY
11.1 THE PARTIES AGREE THAT THE CONTENTS OF THIS AGREEMENT ARE CONFIDENTIAL AND
WILL NOT BE DISCLOSED TO ANY PERSON, BODY, OR ASSOCIATION IN THE ABSENCE OF
WRITTEN PERMISSION OF THE OTHER PARTY, SAVE WHERE SUCH DISCLOSURE IS
REQUIRED IN LAW AND/OR IN ORDER TO ENFORCE THE PROVISION OF THIS AGREEMENT.
IN THE EVENT OF THE PARTIES BEING REQUIRED BY LAW TO GIVE ANY SUCH
DISCLOSURE, IT SHALL BE INCUMBENT ON THE PARTY CONCERNED TO GIVE WRITTEN
NOTICE PRIOR TO SUCH DISCLOSURE TO THE OTHER PARTY OF SUCH REQUIREMENT.
11.2 THE PARTIES FURTHER AGREE THAT SUCH CONFIDENTIALITY FORMS A MATERIAL TERM
OF THIS AGREEMENT.
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12. GENERAL
12.1 NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSTITUTING ANY ADMISSION
BY THE EMPLOYER OF ANY LIABILITY WHATSOEVER TO THE EMPLOYEE, OTHER THAN ANY
REMUNERATION AND BENEFIT PAYMENTS REFERRED TO HEREIN.
12.2 THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND NO
REPRESENTATIONS, TERMS, CONDITIONS, OR WARRANTIES NOT CONTAINED IN HEREIN
SHALL BE OF ANY FORCE AND EFFECT BETWEEN THE PARTIES.
12.3 GOVERNING LAW
THIS CONTRACT IS GOVERNED BY JERSEY (U.K.) LAW AND ANY DISPUTES SHALL BE
CONDUCTED IN THE JERSEY COURTS.
SIGNED AT ______________________ ON NOVEMBER 9,2004
PARTIES: WITNESSES:
EMPLOYEE: /s/ R.A.R. Kebble 1.
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FOR EMPLOYER /s/ X.X. Xxxxxxxx 2.
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