LETTER OF APPOINTMENT
THE CONDITIONS OUTLINED BELOW SUPERSEDE THOSE OUTLINED IN THE EXISTING CONTRACT
OF EMPLOYMENT AND FORM THE CURRENT AGREED CONTRACTUAL RELATIONSHIP
BETWEEN
RANDGOLD RESOURCES LIMITED
(REGISTRATION NUMBER 62686)
A COMPANY INCORPORATED IN JERSEY, CHANNEL ISLANDS
( "THE COMPANY ")
AND
XXXXX XXXX XXXXXXXX
(THE "EMPLOYEE ")
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TABLE OF CONTENTS
1. INTRODUCTION ............................................................3
2. EMPLOYMENT ..............................................................3
3. DUTIES ..................................................................4
4. FIRST CONTRACT OF EMPLOYMENT ............................................6
5. REMUNERATION PACKAGE ....................................................6
6. SECURITY ................................................................7
7. EXPENSES ................................................................7
8. BONUS SCHEME ............................................................8
9. HOLIDAYS ...............................................................11
10. LIFE ASSURANCE .........................................................11
11. APPLICATION OF PROVISIONS OF PERSONNEL MANUALS .........................11
12. INCAPACITY .............................................................12
13. TERMINATION ............................................................13
14. CONFIDENTIALITY AND RESTRAINT ..........................................14
15. RETURN OF COMPANY PROPERTY .............................................15
16. SECONDMENTS AND TRANSFERS ..............................................16
17. OTHER EMPLOYMENT .......................................................16
18. DOMICILIUM .............................................................16
19. GENERAL ................................................................18
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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 Acting Financial Director in terms of a written contract of
employment dated 17(th) October 2000 ("Existing Contract of
Employment").
1.2 the Employee has been promoted and appointed to the position of
Financial Director and the parties now wish to record the new terms
related to the position which differ significantly from those set
out in the Existing Contract of Employment.
2. EMPLOYMENT
2.1 The Employee shall serve the Company as Financial Director or in
such other capacity of a like status as the Company may require.
2.2 Notwithstanding the date of signature hereof, the Employee shall be
deemed to have been employed by the Company as Financial Director
under the conditions outlined below as from 1(st) May 2002
("Commencement Date"). All previous service under the Existing
Contract of Employment will be recognised.
2.3 The employment of the Employee as Financial Director of the Company
shall continue for an indeterminate period unless and until
terminated as outlined in Sections 12 and 13 of this agreement.
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3. DUTIES
3.1 As Financial Director 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. The current Job Description of the Employee's job is shown
as an attachment to this Contract of Employment. It is specifically
agreed that the duties and responsibilities outlined in the Job
Description are not an exhaustive list of the Employee's duties and
responsibilities and they may change from time to time at the
discretion of the "Board";
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.
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3.2.2 any company or entity which directly or indirectly controls the
Company, or
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 The Employee shall at all times promptly give to the Board (in
writing, if so requested) all such information and explanations as
it requires in connection with matters relating to his employment
or with the business of the Company and/or its associated
companies.
3.4 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.
3.4 The Employee's normal place of work (excluding the extensive
business travelling he is required to undertake) shall be as the
Company may from time to time direct. It is specifically recorded
that due to the changing nature of the
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Company's work requirement it may be necessary for the Employee to
relocate and the Employee hereby agrees to do so.
4. EXISTING CONTRACT OF EMPLOYMENT
4.1 As from the Commencement Date the terms and conditions set out in
this Contract of Employment supersede those outlined in the
Existing Contract of Employment and any other agreement concluded
between the parties and constitute the sole record of the agreement
between the parties.
5. REMUNERATION PACKAGE
5.1 As from the Commencement Date, the Employee's total remuneration
package shall be US $ 170,000 (one hundred and seventy thousand
United States 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 basic salary, which shall be equal to the difference between US
$170,000 (one hundred and seventy thousand United States 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
membership 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.
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5.2.3 the monthly contributions payable by the Company in respect of the
Employee's membership to any pension, provident and retirement
annuity funds nominated by the Employee, all of which shall be for
the account of the Company.
5.3 The Employee's basic salary shall be payable in equal monthly
instalments (and proportionately for any lesser period, each
monthly instalment being deemed to accrue rateably from day to day)
in arrears 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 joining and annual
membership fees of such club.
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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.
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 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 12 month period of employment with the
Company, commencing on (1st) April each year and ending on 31 March
the following year ("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
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month preceding the commencement of 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 during the
Employment Period in respect of which the bonus is being
calculated.
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 = 50 000 (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 8, 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 50 000 (fifty thousand) represents
a fictional shareholding of 50 000 (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 subdivided, 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.
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 Employee's modified or substituted bonus scheme
shall be determined by the Company's Remuneration Committee, whose
decision shall be final and binding upon the parties.
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9. HOLIDAYS
The Employee shall be entitled to 33 (thirty three) working days paid
holiday in each successive period of 12 (twelve) months' continued
employment with the Company, commencing on 1 May 2002, to be taken at
such times as the Board shall consider most convenient, having regard to
the requirements of the Company's business.
10. LIFE ASSURANCE
Subject to the insurance company's requirements, life assurance cover
against death and disability 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 to a maximum of US$ 250,000
(Two hundred and fifty thousand Dollars); 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 terms and conditions of employment as contained in any of the
Company's personnel policies and manuals are incorporated into this
Agreement and the Employee shall be bound by the provisions
thereof.
11.2 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 policies and manuals.
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11.3 It is expressly provided that such policies and manuals may be
changed, added to and/or deleted from time to time at the
discretion of the Company and it is agreed that by accepting these
terms and conditions, the Employee hereby accepts any such changes,
which will be appropriately communicated to him.
11.4 In the event of a conflict between the provisions of the personnel
policies and manuals and the provisions of this Agreement, the
provisions of this Agreement shall override those contained in the
personnel policies and manuals.
12. INCAPACITY
12.1 If the Employee at any time becomes 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 Save as hereinafter provided the Employee's 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.
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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.
Therefore, to the extent that the Employee receives payment of a
disability benefit in terms of any such insurance policies, the
Company will not pay to the Employee his salary in terms of clause
5 above.
13. TERMINATION
13.1 This Agreement may be terminated forthwith by the Company without prior
notice if the Employee shall at any time:
13.1.1 commit any serious or persistent breach of any provisions contained
in this Agreement;
13.1.2 be guilty of misconduct or wilful neglect in the discharge of his
duties;
13.1.3 become insolvent or make any arrangement or composition with his
creditors;
13.1.4 notwithstanding the provisions of clause 12 above, 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.
13.2 Subject to the provisions set out in 13.1 above, either the
Employee or the Company may terminate the relationship by giving to
the other party three month's notice in writing.
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13.3 Notwithstanding the aforegoing, the Employee's employment will
terminate through effluxion of time on reaching the age of 60
(Sixty).
14. CONFIDENTIALITY AND RESTRAINT
14.1 It is recorded that in the performance of his duties for the
Company, including those performed in West and East Africa, the
Employee will:
14.1.1 acquire knowledge of the know-how, trade secrets and other
confidential information of the Company relating to its and
associated companies' activities;
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 that in order to protect the proprietary interests of the
Company and associated companies the Employee shall not:
14.2.1 either during the continuance of his employment or thereafter,
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 during the continuance of his employment and for a period of 12
(Twelve) months thereafter, entice or solicit or canvass the
services of any person, company or entity with whom the
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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.
14.4 The Employee agrees that:
14.4.1 the restraints set out above are reasonable as to their subject
matter, area and duration, to protect the Company's proprietary
interests;
14.4.2 each of the restraints set out in clause 14.2 are separate and
independent restraints severable from any of the other restraints
set out therein;
14.4.3 the time period for which he is restrained from doing any of the
things set out above shall be severable as to each calendar month
within that period; and
14.4.4 if any one or more of the restraints set out above are invalid or
unenforceable for any reason, the validity of any of the other
restraints shall not be affected thereby.
15. RETURN OF COMPANY PROPERTY
The Employee shall promptly whenever requested by the Company and, in
any event upon the termination of his employment with the Company,
deliver to the Company all lists of clients or customers, correspondence
and all other documents, papers and records which may have been prepared
by him or have come into his possession in the course of his employment
with the Company, and the Employee
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shall not be entitled and shall not retain any copies thereof. Title
and copyright therein shall vest in the Company and, where appropriate,
any associated company.
16 SECONDMENTS & TRANSFERS
16.1 The Employee understands and accepts that he could be seconded by
the Company to render services to any company or undertaking within
or associated with the Company, either locally or internationally.
16.2 The Employee understands and accepts that he could be transferred
to any division, department or section within the Company or to any
associated company should the exigencies of the Company's or the
associated company's business so dictate.
17. OTHER EMPLOYMENT
While this Agreement remains in force, the Employee shall not be
engaged or take part, directly or indirectly, whether as an employee or
in any other capacity, in any other business without the Company's
prior written permission.
18. DOMICILIUM
18.1 The parties hereto respectively choose domicilium citandi et
executandi for all purposes of and in connection with this
Agreement as follows:
18.1.1 the Company La Motte Xxxxxxxx
St Helier
Jersey, Channel Islands
18.1.2 the Employee La Motte Xxxxxxxx
St Helier
Jersey, Channel Islands
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18.2 Any notice to any party shall be addressed to it at its domicilium
as aforesaid and either sent by pre-paid registered post, delivered
by hand, or sent by telefax transmission.
18.3 In case of any notice:
18.3.1 delivered by hand, it shall be deemed to have been received, unless
the contrary is proved, on the date of delivery, provided such date
is a business day, otherwise on the following business day;
18.3.2 sent by pre-paid registered post it shall be deemed to have been
received, unless the contrary is proved, on the seventh business
day after posting;
18.3.3 sent via telefax transmission, shall be deemed to have been
received on the same day, provided such day is a business day,
otherwise on the following business day. The party giving notice by
telefax transmission shall have the onus of proving that the
telefax was received by the addressee.
18.4 Any party shall be entitled by notice to the other, to change its
domicilium provided that the change will become effective only
business days after service of the notice in question.
18.5 For the purposes hereof, "business day" means any day other than a
Saturday, Sunday or public holiday.
19. GENERAL
19.1 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.
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19.2 Subject only to 19.1, this document contains the entire agreement
between the parties and neither party shall be bound by any
undertakings, representations or warranties not recorded herein.
19.3 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.
19.4 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.
19.5 Each party warrants and undertakes to the other that-
19.5.1 it is not acting as undisclosed agent or nominee for any person in
entering into this Agreement; and
19.5.2 it is entering into this Agreement to secure the benefits of this
Agreement for itself only and for no other person.
19.6 The headings appearing in this Agreement have been used for
reference purposes only and shall not affect its interpretation.
19.7 The Company shall bear the costs of and incidental to the
negotiation, preparation and conclusion of this Agreement.
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19.8 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.
19.9 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.
19.10 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 X. XXXXXXX at LONDON on this the 12TH day of JUNE 2002,
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:
THUS DONE and SIGNED by the EMPLOYEE at LONDON on this the 12TH day of JUNE
2002, 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/ X X XXXXXXXX
____________________________________
XXXXX XXXX XXXXXXXX
