EXHIBIT 10.38(a)
Employment Contracts between the Company and certain officers.
Exhibit 10.38(a)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of this 24th day of October, 1995, by and between
GOLDEN STAR RESOURCES LTD. (the "Company") and XXXXXX XXXX (the "Employee").
WHEREAS the Company wishes to have the benefit of the Employee's services;
and
WHEREAS the Employee wishes to be so employed;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Employment
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a) The Company hereby employs the Employee and the Employee hereby agrees to
render exclusive and full-time services to the Company for the Term (as
defined in Section 2 hereof) as Vice President and Chief Financial Officer,
on the terms and conditions set forth in this Agreement and subject to the
direction of the Chairman and Chief Executive Officer, the President and the
Board of Directors of the Company. In connection therewith, the Employee
shall perform such duties commensurate with such office as he shall
reasonably be directed by such officers and the Board of Directors of the
Company to perform.
b) The Employee shall be principally employed at the Company's principal place
of business in the City of Denver in the State of Colorado. The Employee
acknowledges that in the performance of his duties he will be required on a
regular basis to travel and perform these duties in other locations and the
Employee agrees to undertake the required amount of travel away from his
principal place of employment as may reasonably be necessary for the
business of the Company.
2. Term of Employment
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This Agreement shall be for a three-year term (the "Initial Term")
commencing on November 6, 1995 and ending on November 6, 1998 (such term
including any extensions thereof pursuant to this Agreement being herein
referred to as the "Term"), unless extended or sooner terminated as herein
provided in section 5. In addition, this Agreement shall continue in full
force and effect from year to year after the expiration of the Initial Term,
unless either party give prior written notice to the other of its election
to terminate this Agreement, as herein provided in section 5.
3. Service
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a) The Employee shall devote his entire business time, best efforts, skills and
attention to the Company in fulfilling his duties and responsibilities
hereunder faithfully and diligently.
b) The Employee shall promptly report to the Chairman of the Board or the
Chairman of the Audit Committee as may be most appropriate, all matters and
transactions of which he is aware that may result in a violation of laws,
regulations or the Company's policies or in which a potential conflict of
interest between the Employee and the Company and the Company may arise and
the Employee shall not proceed with such matters or transactions until the
Board's approval thereof is obtained. The Employee shall similarly report
any violations or potential conflict of interest he is aware of between any
employee of the Company or its subsidiaries and the Company. For purposes of
clarification, this subsection is not intended to limit in any way the
Employee's other fiduciary obligations to the Company which may arise in law
or equity.
4. Compensation and Benefits
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a) For all services to be rendered by the Employee hereunder, the Company shall
pay to the Employee, and the Employee hereby accepts, a salary (the
"Salary") of US$180,000 per annum payable in equal semi-monthly installments
in arrears.
b) As incentive for joining the Company, the Employee shall be granted on his
starting date with the Company a stock option to purchase 250,000 common
shares of the Company at a price to be determined on the date of the grant
in accordance with the Company's Employees' Stock Option Plan. Additionally,
when and if Pan African Resources Corporation ("PARC") adopts an Employees'
Stock Option Plan, the Employee shall be granted, along with other key
officers of the Company, a stock option to purchase 100,000 common shares of
PARC at the price and in accordance with the terms and conditions of such
PARC Employees' Stock Option Plan. If the PARC stock option is not granted
within 6 months from the date of employment, the Company shall grant a stock
option to purchase an equivalent number of its own common shares. The
Employee shall also be granted, on his starting date with the Company, a
stock option to purchase 25,000 Class B common shares of Guyanor Ressources
S.A. ("Guyanor"). The Employee shall be granted a stock option to purchase
an additional 75,000 Class B common shares of Guyanor within six (6) months
of his starting date with the Company. The stock options granted by the
Company and PARC shall vest as to one-third of the common shares on the date
of grant, and one third on each of the first and second anniversaries of
employment with the Company. The stock option granted by Guyanor shall vest
in accordance with the Guyanor Stock Option Plan.
c) The Employee shall be granted at the end of his first year of employment
with the Company an initial bonus of at least US$35,000 payable in cash
and/or by issuance of common shares of the Company at the then market price
at the discretion of the Compensation Committee of the Company.
d) In addition to Employee's entitlement under Section 4(b), the Employee shall
be entitled to participate in the Company's Employees' Stock Option Plan, a
copy of which is attached hereto as Schedule A.
e) In addition to the Employee's entitlement under Section 4(b), the Employee
shall be entitled to participate in the Company's Stock Bonus Plan, a copy
of which is attached hereto as Schedule B.
f) The Employee shall be entitled from the date of employment to participate in
any and all group insurance, hospital, major medical and disability
benefits, savings or retirement plans, or other fringe benefits of the
Company as established by the Company from time to time for management
personnel, provided that the Employee shall have fulfilled all eligibility
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requirements for such benefits. The Company has not, at the date hereof,
established a saving or retirement plan.
g) The Company shall, subject to approval by the Chairman and Chief Executive
Officer or the President, reimburse the Employee for all reasonable and
documented travel, entertainment and other business expenses actually and
properly incurred by him directly related to the Company's business.
h) The Employee shall be entitled to four weeks of vacation during each year of
employment hereunder at such time or times as may be selected by the
Employee and as are in accordance with the Company's policies and
requirements, subject to approval by the Chairman and Chief Executive
Officer and subject to reasonable operating requirements of the Company.
i) The Company shall reimburse the Employee for all reasonable expenses
incurred relocating from Toronto to Denver. Such expenses include, but are
not limited to transportation and accommodation for the Employee and his
family to establish a home, temporary lodging and meals, moving and storage
of all belongings and household contents, real estate commission on the sale
of the Employee's current residence and legal and other expenses relating to
immigrating to the United States.
j) The Company agrees to provide to the Employee a temporary guarantee or
bridge financing, if required, of up to US$300,000 for the purchase of a
home in Denver. Such bridge financing will be repaid from the proceeds from
the Employee's current residence upon sale or, at the latest, within 6
months from the date of advance.
5. Termination
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This Agreement may be terminated in the following manner in the specified
circumstances:
a) By the Company:
(i) for cause, immediately upon notice in writing from the Company to the
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Employee, in which case the Company shall have no further obligation to the
Employee other than any compensation and benefits due the Employee up to and
including the date of termination. For the purposes of this Agreement,
"cause" shall mean:
(aa) the willful and continued failure of the Employee to perform
substantially the Employee's duties with the Company or one of its
affiliates (other than any such failure resulting from temporary
incapacity due to physical or mental illness), after a demand in
writing for substantial performance is delivered to the Employee by the
Board, the Chief Executive Officer or President of the Company which
specifically identifies the manner in which the Board, Chief Executive
Officer or President believes that the Employee has not substantially
performed the Employee's duties; or
(bb) the willful engaging by the Employee in illegal conduct or gross
misconduct which is materially injurious to the Company.
(ii) without cause, at any time upon (A) the giving of written notice by the
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Company to the Employee, and (B) the payment by the Company to the Employee
in a lump sum at the time of termination of the Salary, bonus and benefits
to which the Employee would be entitled to receive for a period of twelve
months after such termination had the termination not occurred, in which
case the Employee shall be free to seek other employment.
(iii)immediately and without notice upon the death of the Employee, in
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which case the Company shall have no further obligation to the Employee's
estate or representatives other than any compensation due the Employee up to
and including the date of death and other than as provided in any benefit
plans in effect at the date of death which are applicable to the Employee;
(iv) at any time upon 91-day notice in writing from the Company to the
Employee, if the Employee shall by reason of illness or mental or physical
disability or incapacity fail for any three consecutive calendar months in
any calendar year or for six months in the aggregate in any two successive
calendar years to have performed substantially all of his duties under this
Agreement, in which case the Company shall have no further obligation to the
Employee other
than any compensation and benefits due to the Employee up to and including
the date of termination. During the 91-day notice period, the Employee shall
be considered a full-time employee of the Company. The Employee shall
thereafter be entitled to such other payments as may be due under any
disability insurance policy of the Company in accordance with the terms of
such policy.
b) By the Employee upon three months' notice in writing to the Company. The
Company may waive the notice in whole or in part.
c) Upon any termination of employment as set forth in this Section 5, the
Employee shall, unless otherwise advised by the Company, do the following:
(i) immediately resign all offices held (including directorships, if any) in
the Company (and any subsidiary company or other affiliated company of the
Company) and except as provided in this Agreement, the Employee shall not be
entitled to receive any additional severance payment or additional
compensation for loss of office or otherwise by reason of the resignation.
If the Employee fails to resign as described herein, the Company is
irrevocably authorized to appoint any other person in his name and on his
behalf to sign any documents or do any things necessary or requisite to give
effect to such resignation; and
(ii) promptly turn over to the Company all books of account, computer files,
maps, records, reports and other documents, materials and property used by
the Employee in the performance of his duties herein prescribed or otherwise
belonging to the Company.
d) All amounts payable under this Section 5 shall, at the option of the
Company, be delivered to the Employee personally or be mailed to the
Employee at the address referred to in Section 10(d).
6. Change in Control
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If the Employee's employment by the Company is terminated upon the
occurrence of a Change in Control (as hereinafter defined) of the Company, then
the Employee shall be entitled to receive the same Salary, bonus and benefits he
would have been entitled to receive for a period of twelve months after such
termination had the Change of Control not occurred and such amount shall be
payable in a lump sum at the date of termination. For purposes of this
Agreement, a Change in Control means (i) the acquisition by any person of a
sufficient number of the outstanding voting securities of the Company to
materially affect the control of the Company; (ii) a majority of the board of
Directors of the Company shall be individuals who are not nominated by the Board
of Directors of the Company; (iii) the Company is merged or consolidated with
any person (and the Company is not the surviving corporation); (iv) all or
substantially all of the assets of the Company are acquired by another person;
or (v) the Employee's office,
station or duties as provided for in this Agreement are materially reduced or
adversely changed.
7. Confidentiality and Restrictive Covenant
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The Employee acknowledges that as a condition of his employment he is
required to maintain the confidentiality of the Company's affairs and,
accordingly, agrees to execute a Confidentiality and Restrictive Covenant
Agreement in the form attached hereto as Schedule C.
8. Business Conduct Policy and Policy for Public Disclosure
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The Employee acknowledges receipt of the Business Conduct Policy and the
Policy for Public Disclosure and Dealing with the Financial Investment Community
in the form attached hereto as Schedule D and, having read and understood both
policies, agrees to abide by them in their entirety. The Company shall promptly
notify the Employee of any modifications to these policies.
9. Trading in Company Securities
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The Employee acknowledges he may not purchase or sell any security of the
Company (directly or indirectly through accounts which he controls or in which
he has an interest) unless such purchase or sale has been approved in writing by
the Chairman or the President or General Counsel, and agrees that before
purchasing or selling any such Company security, he will seek their proper
approval of such transaction, such approval not to be unreasonably withheld.
10. Miscellaneous
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I. The failure to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be deemed a waiver of
such terms, covenants or conditions and the waiver by either party of a
breach of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach thereof.
II. Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from this
Agreement and its remaining provisions shall remain in force and be binding
upon the parties as though the provision or provisions had never been
included.
III.This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, and each of the parties attorns to the non-
exclusive jurisdiction of the courts of the State of Colorado.
IV. Any and all notices referred to herein shall be in writing and may be
delivered by mail, by telecopy or by hand. Notice shall be deemed to be
given five days after mailing, if mailed in the United States by registered
mail, on the date of actual receipt if given by telecopy, or on the date of
delivery, if delivered by hand.
Address for mailing, telecopy or delivery by hand shall be as follows:
A. To the Employee:
To be notified.
B. To the Company:
1. One Norwest Center
2. 0000 Xxxxxxx Xxxxxx
3. Suite 1950
4. Xxxxxx, Xxxxxxxx 00000
5. U.S.A.
6. Attention of the Chairman and Chief Executive Officer with copy to
the President and to the General Counsel
7. or such other address as either party may from time to time
designate in writing.
V. In the event of any difference of opinion or dispute between the Employee
and the Company with respect to the construction or interpretation of this
Agreement or the alleged breach thereof which cannot be settled amicably by
agreement of the parties, such dispute shall be submitted to and determined
by arbitration in the city of Denver, Colorado in accordance with the rules
of the American Arbitration Association, and judgment upon the award shall
be final, binding, and conclusive upon the parties and may be entered in the
highest court, state or federal, having jurisdiction.
VI. The rights and obligations of the Company under this Agreement are with the
prior written consent of the Employee assignable by the Company to any
affiliate of the Company, to any successor by merger to the Company and to
any person that acquires all or substantially all of the assets and business
of the Company as a going concern. This Agreement shall be binding upon and
shall enure to the benefit of the Company and its successors and assigns,
and the Employee and his legal representatives, heirs, legatees and
distributees, but shall not be assignable by the Employee.
VII.This Agreement supersedes any and all prior written or oral agreements
between the Company and the Employee and constitutes the entire agreement
between the
parties hereto. No modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless in writing and
signed by both parties hereto.
VIII. This Agreement may be executed by the parties hereto in counterparts, each
of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year appearing on page one of this Agreement.
GOLDEN STAR RESOURCES LTD.
By: _____________/s/___________________ ____________/s/__________
Xxxxx X. Xxxxx Witness: Xxxxxxx Xxxxxx
Chairman & Chief Executive Officer
_____________/s/___________________ __________/s/____________
Xxxxxx Xxxx Witness: Xxxxx X. Xxxxxx
SCHEDULE C
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GOLDEN STAR RESOURCES LTD.
One Norwest Center
1700 Lincoln Street, Suite 1950
Xxxxxx, Xxxxxxxx X.X.X. 00000
CONFIDENTIAL
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TO: XXXXXX XXXX
CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT
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In connection with your employment with Golden Star Resources Ltd. and its
affiliates (collectively the "Company"), you have access to financial,
operating, technical and other information concerning the Company and its mining
assets and specifically, but not limited to, the properties of the Company, or
access to confidential records of the Company containing such information, some
of which has not previously been made available to the public at large prior to
the date hereof ("Confidential Information").
You understand that Confidential Information received by you in the course of
your employment with the Company is considered by the Company to be confidential
in nature and you will treat it as such. In consideration for being employed by
the Company as aforesaid, you agree to the covenants which follow and you will
not, without the express written consent of the Company, use Confidential
Information for any purpose other than to provide the employment services for
which you were hired.
The term "person" as used herein shall be interpreted very broadly and shall
include without limitation any corporation, company, partnership or individual.
You agree that you will not, either during the term of your employment with the
Company, or at any time thereafter, disclose or reveal in any manner whatsoever,
the Confidential Information to any other person, except as required to carry
out the terms of your employment, nor shall you make any use thereof, directly
or indirectly, for any purpose other than the purposes of the Company, and you
shall not disclose or use for any purposes, other than those of the Company, the
Confidential Information.
You are hereby advised that there are restrictions on the purchase of securities
imposed by applicable Canadian and United States securities laws and other
domestic and foreign laws relating to the possession of material information
about a public company which has not previously been made available to the
public at large.
In the event that your employment with the Company is terminated for any reason
whatsoever, you agree that you shall return to the Company, promptly upon the
Company's written request therefor, any documents, photographs, magnetic tapes
and
other property containing Confidential Information which were received by you
pursuant hereto without retaining copies thereof.
The provisions of this letter agreement relating to Confidential Information
will not apply to any part of such Confidential Information which you can
clearly demonstrate to the reasonable satisfaction of the Company is now or
subsequently becomes part of the public domain through no violation of this
letter agreement, or was in your lawful possession prior to its disclosure to
you by the Company.
You shall not, without the Company's prior written approval, at any time during
the period of your employment and within two (2) years following the termination
of your employment with the Company, either individually or with any other
person, whether as principal, agent, shareholder, officer, advisor, manager,
employee or otherwise, (a) make use of any of the Confidential Information; (b)
acquire, lease or otherwise obtain or control any beneficial, direct or indirect
interest in mineral rights or other rights or lands in any mineral property in
which the Company holds, contemplates acquiring or is negotiating to acquire an
interest at the time of termination.
If, notwithstanding the prohibition set forth in the preceding paragraph, you
acquire, lease or otherwise obtain or control any interest, directly or
indirectly, in breach of the preceding paragraph, you shall notify the Company
of such acquisition within the thirty (30) days immediately following the date
of such acquisition and you agree, upon demand by the Company, to convey or
cause to be conveyed such interest to the Company as soon as practicable
thereafter, in consideration of the payment by the Company to you of the sum of
$1.00.
You acknowledge that the Company would not have an adequate remedy at law for
monetary damages in the event that the covenants referred to above are not
performed in accordance with their terms and therefore agree that the Company
shall be entitled to specific enforcement of the terms hereof in addition to any
other remedy to which it may be entitled, at law or in equity.
It is further understood and agreed that no failure or delay by the Company in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other
right, power or privilege hereunder.
Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from this
Agreement and its remaining provisions shall remain in force and be binding upon
the parties as though the provision or provisions had never been included.
This letter agreement shall be governed and construed in accordance with the
laws of the State of Colorado.
If you are in agreement with the foregoing, please sign and return one copy of
this letter which will then constitute our agreement with respect to the subject
matter hereof as of the date first written above.
Yours truly,
GOLDEN STAR RESOURCES LTD.
By: /s/ Xxxxx X. Xxxxx
__________________________
Xxxxx X. Xxxxx
Chairman and Chief Executive Officer
Agreed to and accepted this 24th day of October, 1995.
/s/ Xxxxxx Xxxx
______________________________
XXXXXX XXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of this 25th day of November, 1997 (the
"Agreement"), by and between GOLDEN STAR RESOURCES LTD. (the "Company") and
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XXXXX X. XXXXXXXX (the "Employee").
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WHEREAS the Employee and the Company entered into an employment
agreement dated June 21, 1993; and
WHEREAS the Company and the Employee wish to enter into a new employment
agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Employment
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a) The Company hereby employs the Employee and the Employee hereby agrees
to render exclusive and full-time services to the Company for the Term
(as defined in Section 2 hereof) as Vice President, General Counsel and
Secretary of the Company and, if and for so long as the Employee is
appointed by the Board of Directors as such, as Compliance Officer of
the Company, on the terms and conditions set forth in this Agreement and
subject to the direction of (i) the President and Chief Executive
Officer as to all matters and (ii) the Board of Directors of the Company
as to legal, ethical and compliance matters and, when requested, as to
any other matters. In connection therewith, the Employee shall perform
such duties commensurate with such office as he shall reasonably be
directed by such officer and the Board of Directors of the Company to
perform.
b) The Employee shall be principally employed at the Company's principal
place of business in the City of Denver in the State of Colorado. The
Employee acknowledges that in the performance of his duties he will be
required from time to time to travel and perform these duties in other
locations and the Employee shall undertake such reasonable amount of
travel away from his principal place of employment as may reasonably be
necessary for the business of the Company.
2. Term of Employment
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The Agreement shall be for a three-year term commencing on November 25,
1997 and ending on November 25, 2000 (such term including any extensions thereof
pursuant to the Agreement being herein referred to as the "Term"), unless
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extended or sooner terminated as herein provided in section 5. In addition, the
Agreement shall continue in full force and effect from year to year after the
expiration of the Term, unless either party gives prior written notice to the
other of its election to terminate the Agreement, as herein provided in section
5.
3. Services
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a) The Employee shall devote his entire business time, best efforts, skills
and attention to the Company in fulfilling his duties and
responsibilities hereunder faithfully and diligently. The Employee shall
be provided with an appropriate office and with adequate secretarial and
other support facilities.
b) The Employee shall promptly report to the President of the Company all
matters and transactions of which he is aware that may result in a
violation of laws, regulations or the Company's policies or in which a
potential conflict of interest between the Employee and the Company may
arise and the Employee shall not proceed with such matters or
transactions until the President's approval thereof is obtained. The
Employee shall similarly report any violations or potential conflict of
interest he is aware of between any employee of the Company or its
subsidiaries and the Company; provided, however, that the Employee shall
report directly to the Board of Directors of the Company any violation
or potential conflict of interest he is aware of involving the President
of the Company. For purposes of clarification, this subsection is not
intended to limit in any way the Employee's other fiduciary obligations
to the Company which may arise in law or equity.
c) In addition to the services described above, the Employee has been
designated as the Company's Compliance Officer as of August 7, 1997. In
such capacity, the Employee shall be responsible for (i) overseeing the
updating and dissemination of the Company's compliance policies as in
effect from time to time, including its Business Conduct Policy and the
Company's Policy for Public Disclosure and Dealing with the Financial
Investment Community and any explanatory materials necessary to ensure
that the Company's officers and employees understand and are familiar
with applicable laws, including the United States Foreign Corrupt
Practices Act and U.S. federal securities laws, (ii) responding to
employee inquiries regarding any aspect of the Company's compliance
program, (iii) investigating and overseeing the investigation of any
allegations concerning possible improper business conduct, (iv)
providing guidance and interpretation to the Company's Board of
Directors and to the Company's officers on matters relating to the
compliance program, (v) reviewing compliance procedures with senior
management and country managers on a regular basis to ensure that
violations of law are brought to management's attention and (vi) any
other actions with respect to the Company's corporate compliance
policies and procedures requested by the Board of Directors or senior
management.
The Employee will also be expected to consult regularly with local
counsel in the countries in which the Company operates, to maintain
current information about local laws and compliance standards and ensure
that the Company receives
reports annually from such local counsel as to compliance with applicable
law and these reports should be included in the Employee's reports to the
President and the Board of Directors as described below.
In his capacity as Compliance Officer, the Employee shall report to the
President of the Company, except with respect to matters involving the
President of the Company in which case he shall report directly to the
Board of Directors of the Company. The Employee shall provide the
President of the Company with regular reports as well as an annual review
of the compliance program, including information with respect to the
results of compliance audits, discipline, the identification of potential
problems and corrective and preventive efforts undertaken during the prior
period and any recommendations from changes in the Company's compliance
program. The Employee shall also report this information to the Board of
Directors annually to ensure that the directors are familiar with and able
to evaluate the adequacy of the Company's compliance procedures.
4. Compensation and Benefits
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a) For all services to be rendered by the Employee hereunder, the Company
shall pay to the Employee, and the Employee hereby accepts, a minimum base
salary (the "Salary") of US$160,000 per annum. The Salary may be increased
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by the Board of Directors of the Company during the Term and, when
increased, such higher amount shall then be the minimum base annual salary
hereunder; such minimum base annual salary shall not at any given time be
reduced below the highest minimum base annual salary fixed from time to
time by the Board of the Directors of the Company. The Salary shall be
payable in equal semi-monthly installments in arrears.
b) The Employee shall be entitled to participate in the Company's Stock Bonus
Plan (copy of which is attached hereto as Schedule A) or any successor
stock bonus plan.
c) The Employee shall be entitled to participate in the Company's 1997 Stock
Option Plan (a copy of which is attached hereto as Schedule B) or any
successor stock option plan.
d) The Employee shall be entitled to participate in any and all group
insurance, hospital, major medical and disability benefits, savings or
retirement plans, or other fringe benefits of the Company as established by
the Company from time to time for management personnel, provided that the
Employee shall have fulfilled all eligibility requirements for such
benefits.
e) The Company shall, subject to approval by the President and Chief Executive
Officer, reimburse the Employee for all reasonable and documented travel,
entertainment and other business expenses actually and properly incurred by
him directly related to the Company's business.
f) The Employee shall be entitled to four weeks of vacation during each year
of employment hereunder at such time or times as may be selected by the
Employee and as are in accordance with the Company's policies and
requirements, subject to approval by the President and Chief Executive
Officer and subject to reasonable operating requirements of the Company.
g) The Company shall secure and maintain at all times professional liability
insurance on behalf of the Employee for the performance of the Employee's
duties hereunder.
5. Termination
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The Agreement may be terminated in the following manner in the specified
circumstances:
a) By the Company:
(i) for cause, immediately upon notice in writing from the Company to the
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Employee, in which case the Company shall have no further obligation to the
Employee other than any compensation and benefits due the Employee up to and
including the date of termination. For purposes of this Agreement, "cause"
shall mean:
(aa) the willful and continued failure of the Employee to perform
substantially the Employee's duties with the Company or one of its
affiliates (other than any such failure resulting from temporary
incapacity due to physical or mental illness), after a demand in writing
for substantial performance is delivered to the Employee by the
President and Chief Executive Officer of the Company which specifically
identifies the manner in which the President and Chief Executive Officer
believes that the Employee has not substantially performed the
Employee's duties; or
(bb) the willful engaging by the Employee in illegal conduct or gross
misconduct which is materially injurious to the Company.
(ii) without cause, at any time upon (A) the giving of written notice by the
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Company to the Employee, and (B) the payment in cash by the Company to the
Employee in a lump sum at the time of termination of the Salary, bonus and
benefits to which the Employee would be entitled to receive for a period of
twelve months after such termination had the termination not occurred, in
which case the Employee shall be free to seek other employment.
(iii) immediately and without notice upon the death of the Employee, in
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which case the Company shall have no further obligation to the
Employee's estate or representatives other than any compensation due the
Employee up to and including the date of death and other than as
provided in any benefit plans in effect at the date of death which are
applicable to the Employee;
(iv) at any time upon 90-day notice in writing from the Company to the
Employee, if the Employee shall by reason of illness or mental or
physical disability or incapacity fail for any three consecutive
calendar months in any calendar year or for six months in the aggregate
in any two successive calendar years to have performed substantially all
of his duties under the Agreement, in which case the Company shall have
no further obligation to the Employee other than any compensation and
benefits due to the Employee up to and including the date of
termination. During the 90-day notice period, the Employee shall be
considered a full-time employee of the Company. The Employee shall
thereafter be entitled to such other payments as may be due under any
disability insurance policy of the Company in accordance with the terms
of such policy.
b) By the Employee:
(i) without good reason, upon three months' notice in writing to the
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Company, in which case the Company shall have no further obligation to
the Employee other than any compensation and benefits due the Employee
up to and including the date of termination.
(ii) for good reason, at any time upon three months' notice in writing,
---------------
in which case the Company shall pay to the Employee in cash in a lump
sum at the time of termination the Salary, bonus and benefits to which
the Employee would be entitled to receive for a period of twelve months
after such termination had the termination not occurred.
The Company shall be deemed to have given the Employee "good reason" for
-----------
terminating his employment if it shall have defaulted in its obligation
to the Employee with respect to the payment of compensation and
provision of benefits when, as and if due within 10 business days of
written notice to the Company by the Employee that such payment was not
made when due.
c) Upon any termination of employment as set forth in this Section 5, the
Employee shall, unless otherwise advised by the Company, do the
following:
(i) immediately resign all offices held (including directorships, if
any) in the Company (and any subsidiary company or other affiliated
company of the Company) and except as provided in this Agreement, the
Employee shall not be entitled to receive any additional severance
payment or additional compensation for loss of office or otherwise by
reason of the resignation. If the Employee fails
to resign as described herein, the Company is irrevocably authorized to
appoint any other person in his name and on his behalf to sign any
documents or do any things necessary or requisite to give effect to such
resignation; and
(ii) promptly turn over to the Company all books of account, computer
files, maps, records, reports and other documents, materials and
property used by the Employee in the performance of his duties or
otherwise, belonging to the Company.
d) All amounts payable under this Section 5 shall, at the option of the
Company, be delivered to the Employee personally or be mailed to the
Employee at the address referred to in Section 10(d).
6. Acceleration of Vesting and Extension of Exercise Period of Stock
-----------------------------------------------------------------
Options
-------
All of the stock options granted to the Employee under the stock option
plan of the Company or any of its subsidiary companies shall become immediately
exercisable and vested and shall remain exercisable for a period of 12 months
from the date of termination of the Employee (i) if the Board of Directors of
the Company shall fail at any given time to elect the Employee as Vice
President, General Counsel and Secretary of the Company or to an executive
position possessing comparable duties and responsibilities, (ii) should the
Company discharge the Employee from his right and duty to perform services
hereunder at any time without cause or (iii) should the Employee terminate his
employment for good reason.
7. Confidentiality and Restrictive Covenant
----------------------------------------
The Employee acknowledges that as a condition of his employment he is
required to maintain the confidentiality of the Company's affairs and,
accordingly, agrees to execute a Confidentiality and Restrictive Covenant
Agreement in the form attached hereto as Schedule C.
8. Business Conduct Policy and Policy for Public Disclosure
--------------------------------------------------------
The Employee acknowledges receipt of the Business Conduct Policy and the
Policy for Public Disclosure and Dealing with the Financial Investment Community
in the form attached hereto as Schedule D and, having read and understood both
policies, agrees to abide by them in their entirety. The Company shall promptly
notify the Employee of any modifications to these policies.
9. Trading in Company Securities
-----------------------------
The Employee acknowledges he may not purchase or sell any security of
the Company (directly or indirectly through accounts which he controls or in
which he has an interest) unless such purchase or sale has been approved in
writing by the President and
Chief Executive Officer, and agrees that before purchasing or selling any such
Company security, he will seek their prior approval of such transaction, such
approval not to be unreasonably withheld.
10. Miscellaneous
-------------
I. The failure to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be deemed a waiver
of such terms, covenants or conditions and the waiver by either party of
a breach of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach thereof.
II. Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from
this Agreement and its remaining provisions shall remain in force and be
binding upon the parties as though the provision or provisions had never
been included.
III. This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, and each of the parties attorns to the
non-exclusive jurisdiction of the courts of the State of Colorado.
IV. Any and all notices referred to herein shall be in writing and may be
delivered by mail, by telecopy or by hand. Notice shall be deemed to be
given five days after mailing, if mailed in the United States by
registered mail, on the date of actual receipt if given by telecopy, or
on the date of delivery, if delivered by hand.
Address for mailing, telecopy or delivery by hand shall be as follows:
A. To the Employee:
1. 0000 Xxxx Xxxxxxx Xxxxx
x) Xxxxxxxxx, Xxxxxxxx 00000
b) U.S.A.
B. To the Company:
1. 0000 Xxxxxxx Xxxxxx, Xxxxx 0000
2. Xxxxxx, Xxxxxxxx 00000
3. U.S.A.
4. Attention of the President and Chief Executive Officer
5. or such other address as either party may from time to
time designate in writing.
V. In the event of any difference of opinion or dispute between the
Employee and the Company with respect to the construction or
interpretation of this Agreement or the alleged breach thereof which
cannot be settled amicably by agreement of the parties, such dispute
shall be submitted to and determined by arbitration in the city of
Denver, Colorado in accordance with the rules of the American
Arbitration Association, and judgment upon the award shall be final,
binding, and conclusive upon the parties and may be entered in the
highest court, state or federal, having jurisdiction. The legal expenses
of the Employee shall be reimbursed to the Employee if an award is
rendered in favor of the Employee or if the arbitrator finds that the
Employee exercised good faith in demanding arbitration of any such
dispute.
VI. The rights and obligations of the Company under this Agreement are with
the prior written consent of the Employee assignable by the Company to
any affiliate of the Company, to any successor by merger to the Company
and to any person that acquires all or substantially all of the assets
and business of the Company as a going concern. This Agreement shall be
binding upon and shall enure to the benefit of the Company and its
successors and assigns, and the Employee and his legal representatives,
heirs, legatees and distributees, but shall not be assignable by the
Employee.
VII. This Agreement supersedes any and all prior written or oral employment
agreements between the Company and the Employee and constitutes the
entire agreement between the parties hereto. No modification, amendment
or waiver of any of the provisions of this Agreement shall be effective
unless in writing and signed by both parties hereto.
VIII. This Agreement may be executed by the parties hereto in counterparts,
each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year appearing on page one of this Agreement.
GOLDEN STAR RESOURCES LTD.
By: __________/s/___________ ____________/s/___________
Name: Xxxxx X. Xxxxxxx Witness: Xxxxxxx X. Xxxxxxx
Title: President & C.E.O.
___________/s/________________ ____________/s/________________
Xxxxx X. Xxxxxxxx Witness: Xxxxxxxxxxx X. Xxxxxx
SCHEDULE C
----------
GOLDEN STAR RESOURCES LTD.
One Norwest Center
1700 Lincoln Street, Suite 1950
Xxxxxx, Xxxxxxxx X.X.X. 00000
CONFIDENTIAL
------------
TO: XXXXX X. XXXXXXXX
CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT
--------------------------------------------------
In connection with your employment with Golden Star Resources Ltd. and its
affiliates (collectively the "Company"), you have access to financial,
operating, technical and other information concerning the Company and its mining
assets and specifically, but not limited to, the properties of the Company, or
access to confidential records of the Company containing such information, some
of which has not previously been made available to the public at large prior to
the date hereof ("Confidential Information").
You understand that Confidential Information received by you in the course of
your employment with the Company is considered by the Company to be confidential
in nature and you will treat it as such. In consideration for being employed by
the Company as aforesaid, you agree to the covenants which follow and you will
not, without the express written consent of the Company, use Confidential
Information for any purpose other than to provide the employment services for
which you were hired.
The term "person" as used herein shall be interpreted very broadly and shall
include without limitation any corporation, company, partnership or individual.
You agree that you will not, either during the term of your employment with the
Company, or at any time thereafter, disclose or reveal in any manner whatsoever,
the Confidential Information to any other person, except as required to carry
out the terms of your employment, nor shall you make any use thereof, directly
or indirectly, for any purpose other than the purposes of the Company, and you
shall not disclose or use for any purposes, other than those of the Company, the
Confidential Information.
You are hereby advised that there are restrictions on the purchase of securities
imposed by applicable Canadian and United States securities laws and other
domestic and foreign laws relating to the possession of material information
about a public company which has not previously been made available to the
public at large.
In the event that your employment with the Company is terminated for any reason
whatsoever, you agree that you shall return to the Company, promptly upon the
Company's written request therefor, any documents, photographs, magnetic tapes
and
other property containing Confidential Information which were received by you
pursuant hereto without retaining copies thereof.
The provisions of this letter agreement relating to Confidential Information
will not apply to any part of such Confidential Information which you can
clearly demonstrate to the reasonable satisfaction of the Company is now or
subsequently becomes part of the public domain through no violation of this
letter agreement, or was in your lawful possession prior to its disclosure to
you by the Company.
You shall not, without the Company's prior written approval, at any time during
the period of your employment and within two (2) years following the termination
of your employment with the Company, either individually or with any other
person, whether as principal, agent, shareholder, officer, advisor, manager,
employee or otherwise, (a) make use of any of the Confidential Information; (b)
acquire, lease or otherwise obtain or control any beneficial, direct or indirect
interest in mineral rights or other rights or lands in any mineral property in
which the Company holds, contemplates acquiring or is negotiating to acquire an
interest at the time of termination.
If, notwithstanding the prohibition set forth in the preceding paragraph, you
acquire, lease or otherwise obtain or control any interest, directly or
indirectly, in breach of the preceding paragraph, you shall notify the Company
of such acquisition within the thirty (30) days immediately following the date
of such acquisition and you agree, upon demand by the Company, to convey or
cause to be conveyed such interest to the Company as soon as practicable
thereafter, in consideration of the payment by the Company to you of the sum of
$1.00.
You acknowledge that the Company would not have an adequate remedy at law for
monetary damages in the event that the covenants referred to above are not
performed in accordance with their terms and therefore agree that the Company
shall be entitled to specific enforcement of the terms hereof in addition to any
other remedy to which it may be entitled, at law or in equity.
It is further understood and agreed that no failure or delay by the Company in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other
right, power or privilege hereunder.
Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from this
Agreement and its remaining provisions shall remain in force and be binding upon
the parties as though the provision or provisions had never been included.
This letter agreement shall be governed and construed in accordance with the
laws of the State of Colorado.
If you are in agreement with the foregoing, please sign and return one copy of
this letter which will then constitute our agreement with respect to the subject
matter hereof as of the date first written above.
Yours truly,
GOLDEN STAR RESOURCES LTD.
By: ________/s/__________
Name: Xxxxx X. Xxxxxxx
Title: President & C.E.O.
Agreed to and accepted this 25th day of November, 1997.
---- --------
___________/s/____________
XXXXX X. XXXXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of this 7th day of August, 1995, by and between
Golden Star Resources Ltd. (the "Company") and Xxxxxxx X. Xxxxxxx (the
"Employee").
WHEREAS, the Company wishes to have the benefit of the Employee's services;
and
WHEREAS, the Employee wishes to be so employed;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Employment
----------
The Company hereby employs the Employee to render exclusive and full-time
services to the Company as Vice President, Corporate Development subject to the
direction of the Chairman and Chief Executive Officer, the President and the
Board of Directors of the Company, and, in connection therewith to perform such
duties commensurate with such office as he shall reasonably be directed by such
officers and the Board of Directors of the Company to perform.
The Employee shall be employed at the Company's principal place of business
in the City of Denver in the State of Colorado. The Employee acknowledges that
in the performance of his duties he will be required from time to time to travel
and perform these duties elsewhere than at the Company's principal place of
business and the Employee agrees to undertake such reasonable amount of travel
away from his principal place of employment as may be necessary for the business
of the Company.
2. Service
-------
The Employee shall devote his entire business time, best efforts, skills and
attention to fulfilling the performance of his duties and responsibilities
hereunder faithfully and diligently.
The Employee shall refer to the Chairman of the Board all matters and
transactions in which a potential conflict of interest between the Employee and
the Company may arise, however remote the possibility, and shall not proceed
with such matters or transactions until the Board's approval thereof is
obtained. For purposes of clarification, this subsection is not intended to
limit in any way the Employee's other fiduciary obligations to the Company which
may arise in law or equity.
3. Term
----
The term of this Agreement shall begin on August 7, 1995 and shall continue
until terminated as hereinafter provided.
4. Compensation and Benefits
-------------------------
(a) Upon entering employment with the Company the Employee will receive a
bonus of US$10,000.
(b) For all services to be rendered by the Employee hereunder, the Company
shall pay to the Employee, and the Employee hereby accepts, a salary (the
"Salary") of U.S. $105,000 per annum payable in equal semi-monthly installments
in arrears.
(c) The Employee shall be entitled to participate in the Company's 1992
Employee's Stock Option Plan, a copy of which is attached hereto as Schedule A.
The Company shall grant to the Employee, effective on starting date of his
employment with the Company an option to purchase 33,000 common shares of the
Company pursuant to the provisions of the 1992 Employee's Stock Option Plan. The
option shall vest as to 34% of the common shares immediately, as to an
additional 33% on the first anniversary of his employment with the Company and
as to the remaining 33% on the second anniversary of his employment with the
Company.
(d) In addition, the Employee shall be entitled to receive within 24 months
of his starting employment with the Company one or more stock options to
purchase an aggregate of 67,000 common shares of the Company in accordance with
the terms and provisions of the Employees' Stock Option Plan. The timing of such
grants as well as the vesting period of the options shall be at the sole
discretion of the Compensation Committee of the Company.
(e) The Employee shall be entitled to participate in any and all group
insurance, hospital, major medical and disability benefits or other fringe
benefits of the Company as established by the Company from time to time for
management personnel, provided that the Employee shall have fulfilled all
--------
eligibility requirements for such benefits.
(f) The Company shall, subject to approval by the Chairman and Chief
Executive Officer or the President, reimburse the Employee for all reasonable
and documented travel, entertainment and other business expenses actually and
properly incurred by him directly in relation to the Company's business.
(g) The Employee shall be entitled to four weeks of vacation during each year
of employment hereunder at such time or times as may be selected by the Employee
and as are in accordance with the Company's policies and requirements, subject
to approval by the Chairman and Chief Executive Officer or the President, and
subject to reasonable operating requirements of the Company.
(h) The Employee's moving expenses reasonably incurred in moving from San
Francisco to Denver will be reimbursed by the Company in accordance with the
Company's relocation policy.
5. Termination
-----------
(a) This agreement may be terminated in the following manner in the specified
circumstances:
By the Company
(i) for cause, immediately upon notice in writing from the Company to
---------
the Employee, in which case the Company shall have no further
obligation to the Employee other than any compensation and benefits due
the Employee up to and including the date of termination. For the
purposes of this agreement, "cause" shall mean:
(aa) the willful and continued failure of the Employee to perform
substantially the Employee's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity
due to physical or mental illness), after a demand for substantial
performance is delivered to the Employee by the Board, the Chief
Executive Officer or President of the Company which specifically
identifies the manner in which the Board, Chief Executive Officer
or President believes that the Employee has not substantially
performed the Employee's duties; or
(bb) the willful engaging by the Employee in illegal conduct or
gross misconduct which is materially and demonstrably injurious to
the Company.
(ii) without cause, at any time upon a six-month notice in writing from
-------------
the Company to the Employee in which case the Employee shall be free to
seek other employment. Should the Employee obtain other employment
prior to the end of this six-month period, the Company's obligations
shall cease as of the date other employment is obtained.
(iii) immediately and without notice upon the death of the Employee, in
------------------------------
which case the Company shall have no further obligation to the
Employee's estate or representatives other than any compensation due
the Employee up to and including the date of death and other than as
provided in any benefit plans in effect at the date of death which are
applicable to the Employee;
(iv) at any time upon three months notice in writing from the Company
to the Employee, if the Employee shall by reason of illness or mental
------------------------------
or physical disability or incapacity fail for any three consecutive
------------------------------------
calendar months in any calendar year or for six months in the
aggregate in any two successive calendar years to have performed his
duties under this Agreement, in which case the Company shall have no
further obligation to the Employee other than any compensation and
benefits due to the Employee up to and including the date of
termination.
(b) By the Employee upon a three-month notice in writing to the Company.
The Company may waive the notice in whole or in part.
(c) Upon any termination of employment as set forth in this Section 5, the
Employee shall, unless otherwise advised by the Company, do the following:
(i) immediately resign all offices held (including directorships, if
any) in the Company (and any subsidiary company or other affiliated
company of the Company) and save as provided in this Agreement, the
Employee shall not be entitled to receive any additional severance
payment or additional compensation for loss of office or otherwise by
reason of the resignation. If the Employee fails to resign as
mentioned, the Company is irrevocably authorized to appoint some
person in his name and on his behalf to sign any documents or do any
things necessary or requisite to give effect to it; and
(ii) turn over to the Company all books of account, records, reports
and other documents, materials and property used by the Employee in
the performance of his duties herein prescribed or otherwise belonging
to the Company.
(d) All amounts payable under this Section 5 shall, at the option of the
Company be delivered to the Employee personally or be mailed to the Employee at
the address referred to in Section 7 (d).
6. Confidentiality and Restrictive Covenant
----------------------------------------
The Employee acknowledges that as a condition of his employment he is
required to maintain the confidentiality of the Company's affairs and
accordingly, agrees to execute a confidentiality and restrictive covenant
agreement in the form attached hereto as Schedule B.
7. Miscellaneous
-------------
The waiver by either party of a breach of any provision of this Agreement
shall not operate as or be construed as a waiver of any subsequent breach
thereof.
Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from this
Agreement and its remaining provisions shall remain in force and be binding upon
the parties as though the provision or provisions had never been included.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Colorado, and each of the parties attorns to the non-exclusive
jurisdiction of the courts of the State of Colorado.
Any and all notices referred to herein shall be in writing and may be
delivered by mail, by telecopy or by hand. Notice shall be deemed to be given
three days after mailing, if mailed in the United States by registered mail, on
the date of actual receipt if given by telecopy, or on the date of delivery, if
delivered by hand.
Address for mailing, telecopy or delivery by hand shall be as follows:
To the Employee:
One Norwest Center
0000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
X.X.X.
To the Company:
One Norwest Center
0000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
X.X.X.
or such other address as either party may from time to time designate in
writing.
The parties hereto agree to submit all issues and disputes that may arise
under or in connection with this Agreement to binding arbitration in the State
of Colorado in accordance with the commercial arbitration rules of the American
Arbitration Association. Each party shall be entitled to appoint one arbitrator
and such appointees shall select a third arbitrator for any such arbitration.
This Agreement shall be binding upon and shall enure to the benefit of the
Company and its successors and assigns, and the Employee and his legal
representatives, heirs, legatees and distributees, but shall not be assignable
by the Employee.
This Agreement supersedes any and all prior written or oral agreements between
the Company and the Employee and constitutes the entire agreement between the
parties hereto with respect to the financial terms of the Employee's employment.
No modification, amendment or waiver of any of the provisions of this Agreement
shall be effective unless in writing and signed by both parties hereto.
This Agreement may be executed by the parties hereto in counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year appearing on page one of this Agreement.
GOLDEN STAR RESOURCES LTD.
By: ___________/s/____________ ___________/s/__________
Xxxxx X. Xxxxx Witness: Xxxxxxx Xxxxxx
Chairman & Chief Executive Officer
__________/s/_____________ ___________/s/__________
Xxxxxxx X. Xxxxxxx Witness: Xxxxxxx Xxxxxx
GOLDEN STAR RESOURCES LTD.
ONE NORWEST CENTER
1700 LINCOLN STREET, SUITE 1950
XXXXXX, XXXXXXXX X.X.X. 00000
SCHEDULE B
----------
CONFIDENTIAL
------------
TO: XXXXXXX X. XXXXXXX
CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT
--------------------------------------------------
Golden Star Resources Ltd. ("Golden Star") has agreed to employ you and you have
agreed to be employed by Golden Star.
In connection with your employment, you will have access to information
concerning Golden Star Resources Ltd. and its affiliates (collectively "the
Corporation") including, but not limited to, financial, operating and technical
information, their mining assets, properties and/or projects, confidential
records containing such information, some of which has not previously been made
available to the public at large prior to the date hereof and which is
proprietary and material to the Corporation and not otherwise generally
available to knowledgeable individuals in the mining industry (collectively
referred to as "Confidential Information").
You understand that Confidential Information received by you in the course of
your employment with the Corporation is considered by the Corporation to be
confidential in nature and you will treat it as such. In consideration for
being employed by the Corporation as aforesaid, you agree to the covenants which
follow and you will not, without the express written consent of the Corporation,
use Confidential Information for any purpose other than to provide the
employment services for which you were hired.
The term "person" as used herein shall be interpreted very broadly and shall
include without limitation any corporation, Corporation, partnership or
individual.
You agree that you will not, either during the term of your employment with the
Corporation, or at any time thereafter, disclose or reveal in any manner
whatsoever, the Confidential Information to any other person, except as required
to carry out the terms of your employment, nor shall you make any use thereof,
directly or indirectly, for any purpose other than the purposes of the
Corporation, and you shall not disclose or use for any purposes, other than
those of the Corporation, the Confidential Information.
You are hereby advised that there are restrictions on the purchase of securities
imposed by applicable Canadian and United States securities laws and other
domestic and foreign laws
relating to the possession of material information about a public Corporation
which has not previously been made available to the public at large.
In the event that your employment with the Corporation is terminated for any
reason whatsoever, you agree that you shall return to the Corporation, promptly
upon the Corporation's written request therefor, any documents, photographs,
magnetic tapes and other property containing Confidential Information which were
received by you pursuant hereto without retaining copies thereof.
The provisions of this letter agreement relating to Confidential Information
will not apply to any part of such Confidential Information which you can
clearly demonstrate to the reasonable satisfaction of the Corporation is now or
subsequently becomes part of the public domain through no violation of this
letter agreement, or was in your lawful possession prior to its disclosure to
you by the Corporation.
You shall not, without the Corporation's prior written approval, at any time
during the period of your employment and within two (2) years following the
termination of your employment with the Corporation, either individually or with
any other person, whether as principal, agent, shareholder, officer, advisor,
manager, employee or otherwise, (a) make use of any of the Confidential
Information; (b) acquire, lease or otherwise obtain or control any beneficial,
direct or indirect interest in mineral rights or other rights or lands in any
mineral property in which the Corporation holds or is negotiating to acquire an
interest.
If, notwithstanding the prohibition set forth in the preceding paragraph, you
acquire, lease or otherwise obtain or control any interest, directly or
indirectly, in breach of the preceding paragraph, you shall notify the
Corporation of such acquisition within the thirty (30) days immediately
following the date of such acquisition and you agree, upon demand by the
Corporation, to convey or cause to be conveyed such interest to the Corporation
as soon as practicable thereafter, in consideration of the payment by the
Corporation to you of the sum of $1.00.
You acknowledge that the Corporation would not have an adequate remedy at law
for monetary damages in the event that the covenants referred to above are not
performed in accordance with their terms and therefore agree that the
Corporation shall be entitled to specific enforcement of the terms hereof in
addition to any other remedy to which it may be entitled, at law or in equity.
It is further understood and agreed that no failure or delay by the Corporation
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other
right, power or privilege hereunder.
Should any provision or provisions of this Agreement be illegal or not
enforceable, it or they shall be considered separate and severable from this
Agreement and its remaining provisions shall remain in force and be binding upon
the parties as though the provision or provisions had never been included.
This letter agreement shall be governed and construed in accordance with the
laws of the State of Colorado.
If you are in agreement with the foregoing, please sign and return one copy of
this letter which will then constitute our agreement with respect to the subject
matter hereof as of the date first written above.
Yours truly,
GOLDEN STAR RESOURCES LTD.
By: ___________/s/_____________ __________/s/__________
Xxxxx X. Xxxxx Witness: Xxxxxxx Xxxxxx
Agreed to and accepted this 9th day of August, 1995.
___________/s/________________ __________/s/___________
Xxxxxxx X. Xxxxxxx Witness: Xxxxxxx Xxxxxx
