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EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE AGREEMENT

Confidentiality Agreement

EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE AGREEMENT | Document Parties: DRDGOLD LTD You are currently viewing:
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DRDGOLD LTD

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Title: EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE AGREEMENT
Date: 4/29/2005
Industry: Gold and Silver     Sector: Basic Materials

EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE AGREEMENT, Parties: drdgold ltd
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EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE AGREEMENT between DRD (ISLE OF MAN), LIMITED and MARK WELLESLEY-WOOD CONTENTS

NO CLAUSE PAGE NO -- ------------------------------------------------------------------------- ------- 1 RECORDAL................................................................. 1 2 DEFINITIONS.............................................................. 1 3 TERM OF EMPLOYMENT....................................................... 3 4 DUTIES................................................................... 3 5 REMUNERATION PACKAGE..................................................... 5 6 EXPENSES AND REIMBURSEMENTS.............................................. 5 7 BONUS AND INCENTIVES..................................................... 6 8 INSURANCE COVER.......................................................... 10 9 LEAVE.................................................................... 11 10 TERMINATION.............................................................. 11 11 ELIGIBLE TRANSACTIONS.................................................... 13 12 SHARE OPTIONS............................................................ 15 13 BENEFITS PAYABLE FOR AN ELIGIBLE TERMINATION............................. 16 14 NOTICES.................................................................. 17 15 THE RIGHT OF THE COMPANY TO ASSIGN THIS AGREEMENT........................ 17 16 DISCIPLINARY RULES AND GRIEVANCE PROCEDURE............................... 18 17 DISPUTES................................................................. 18 18 GENERAL.................................................................. 18

 

ANNEXURES : ANNEXURE A: EXECUTIVE'S DUTIES AND RESPONSIBILITIES ANNEXURE B: EXECUTIVE'S ACCOUNT PARTICULARS ANNEXURE C: DISCIPLINARY RULES ANNEXURE D: GRIEVANCE PROCEDURE i SERVICE AGREEMENT between DRD (ISLE OF MAN) LIMITED (a company duly incorporated under the company laws of the Isle of Man under Registration Number 94445C) ("the Company") and MARK WELLESLEY-WOOD (Passport Number 025253496) ("the Executive") 1 RECORDAL 1.1 The parties record that: 1.1.1 the Company wishes to engage the services of the Executive and the Executive wishes to render such services to the Company; and 1.1.2 the terms on which this engagement takes place are set out in this Agreement. 1.2 The parties further record that the Executive has been appointed as a Director of the Company, which appointment shall continue in effect. 2 DEFINITIONS For the purposes of this Agreement unless the context indicates otherwise, the Parties defined in the heading of this Agreement shall retain such definitions and the words and expressions set out below shall have the meanings assigned to them and cognate expressions shall have a corresponding meaning, namely : 2.1 "this Agreement" means this agreement and all its Annexures; 2.2 "Auditors" means the auditors of the Company for the time being; 2.3 "Board" means the board of directors of the Company for the time being; 2.4 "Code" means the Securities Regulation Code promulgated in terms of section 440(C)(5) of the South African Companies Act, 1973, as amended from time to time; 2.5 "Commencement Date" means 1 December 2003; 2.6 "Documents" means documents of any nature, disks, notebooks, tapes or any medium whether or not eye-readable on which information may be recorded from time to time; 2.7 "Engagement Date" means the date on which the Executive commenced his employment with the Group, namely 1 July 2000. Employment from the Engagement Date does not count as continuous employment for the purposes of Section 1 of the Employment Act 1991.xxContinuous employment runs from the Commencement Date; 2.8 "Group" means Durban Roodepoort Deep, Limited, a company incorporated in the Republic of South Africa and all its subsidiaries and affiliated companies; 2.9 "Group Remuneration Committee" means the committee of directors of the Company or of Companies within the Group which considers and determines the remuneration payable to executives employed by companies within the group; 2.10 "Parties" means the Parties to this Agreement; 2.11 "Remuneration Package" means the remuneration package as set out in CLAUSE 5.1; and 2 2.12 "Share Option Scheme" means the Durban Roodepoort Deep (1996) Share Option Scheme or any other scheme of the same or similar kind in which the Executive is an eligible participant. 3 TERM OF EMPLOYMENT 3.1 This Agreement shall be deemed to have commenced on 1 December 2003 and, subject to CLAUSE 10, shall continue in force for a period of two years until 30 November 2005. 3.2 On the expiry of this Agreement on 30 November 2005 the Executive shall be paid an amount equal to half his Remuneration Package calculated on the basis of the Remuneration Package payable to the Executive on the date of termination of employment. 3.3 The parties envisage the possibility that this Agreement may be extended for a further period of time, or that a new agreement may be entered into between them in terms of which the Executive continues to be employed by the Company. Should this Agreement be extended or should a new agreement be entered into, the payment referred to in CLAUSE 3.2 shall not be made but shall be made on the termination of the new agreement or on the termination of the extended period. 4 DUTIES 4.1 The Executive shall: 4.1.1 perform such duties and exercise such responsibilities as set out in Annexure A hereto as amended from time to time, and such other duties as are determined from time to time by the Board; 4.1.2 comply with all reasonable instructions given to him from time to time by the Board; 3 4.1.3 carry out his duties in a proper, loyal and efficient manner and use his best endeavours to properly conduct, improve, extend, develop, promote, protect and preserve the business interests, reputation and goodwill of the Company and the Group; 4.1.4 comply with all the Company's reasonable rules, regulations, policies, practices and procedures laid down and amended from time to time for the efficient and harmonious operation of the Company's business; and 4.1.5 not be in the employment of any other employer other than within the Group, throughout the duration of this Agreement. 4.2 Unless otherwise agreed, the Executive's normal hours of work will be from 09h00 until 17h00, Mondays to Fridays. However, as senior member of management the Executive shall be required to work such additional hours as are necessary to perform his duties effectively. 4.3 The Executive shall not, either during his employment by the Company or thereafter, use or disclose to any third parties, or attempt to use or disclose to any third parties, any Confidential Information. For the purposes of this Agreement confidential information includes information which is of a confidential nature relating to the Company and the Group, including without being limited to, business plans, trade secrets, financial information, technical information and/or commercial information. 4.4 Upon the termination of his employment with the Company, and if so requested by the Company during employment, the Executive shall 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 4 with the Company, and the Executive shall not be entitled to retain any copies thereof. The Executive acknowledges that all title and copyright in the Confidential Information and Documents shall vest in the Company. 5 REMUNERATION PACKAGE 5.1 The Executive shall be paid an annual all-inclusive Remuneration Package amounting to US$250 000.00 (two hundred and fifty thousand United States dollars) paid in 12 equal amounts. 5.2 Payment shall be made monthly in arrears by bank credit transfer into the Executive's Account, which Account Particulars are more fully set out in Annexure B hereto, on or about the 24th day of each month. 5.3 The Executive has elected, and the Company has agreed that, this amount be paid in Great British Pounds (pounds sterling), in accordance with the exchange rate in effect on 1 December 2003. Accordingly, the Executive shall receive an amount of 145,000 (One Hundred and Forty Five Thousand) Great British Pounds (pounds sterling). 5.4 The Executive will be responsible for all personal tax obligations. 5.5 The Remuneration Package referred to in clause 5.1 above shall include contributions made to a retirement fund of the Executive's choice, 6 EXPENSES AND REIMBURSEMENTS The Company will refund, or will procure the refunding, to the Executive of all reasonable expenses properly incurred by him in performing his duties under this Agreement in accordance with Company policy. This will include expenses relating to entertainment and traveling. The Company requires the Executive to submit official receipts or other documents as proof that he has incurred any expenses he claims. 5 7 BONUS AND INCENTIVES 7.1 In addition to the Executive's Remuneration Package and other benefits stipulated in this Agreement, the Executive shall be entitled to the bonuses and incentives set out in this clause, subject to the conditions set out herein. 7.2 The Executive shall be entitled to bonuses to be determined with reference to targets set in terms of key performance indicators as agreed between the Executive and the Group Remuneration Committee. 7.2.1 Bonuses shall be calculated and be payable in respect of 4 (four) bonus cycles. The first cycle shall be deemed to have commenced on 1 January 2004 and shall terminate on 30 June 2004. The second bonus cycle shall commence on 1 July 2004 and shall terminate on 31 December 2004.xxThe third bonus cycle shall commence on 1 January 2005 and terminate on 30 June 2005.xxThe fourth bonus cycle shall commence on 1 July 2005 and terminate on 30 November 2005. Should the Executive meet all the targets set in terms of the key performance indicators agreed to in respect of a specific bonus cycle he shall be entitled to a bonus of 40 (forty) per cent of his Remuneration Package. Should the Executive not fully meet all the targets set in terms of the key performance indicators as agreed, he shall be entitled to such lesser bonus as determined by the Group Remuneration Committee. This bonus will be determined with reference to the extent that the targets have been met. 7.2.2 The bonuses referred in CLAUSE 7.2.1 will be paid to the Executive by the Company within 30 (thirty) business days of the end of each bonus cycle. 6 7.2.3 The bonuses referred to in CLAUSE 7.2.1 will be paid in the following manner: 7.2.3.1 the Company shall pay to the Executive the amount due to the Executive in terms of CLAUSE 7.2.1 less 25% (twenty five per cent) of that amount; 7.2.3.2 an amount equivalent to the amount deducted in terms of CLAUSE 7.2.3.1 shall be retained by the Company for the benefit of the Executive (excluding interest); 7.2.3.3 the Executive shall, provided that the Executive meets the performance criteria determined by the Group Remuneration Committee and accordingly qualifies for a bonus during the next bonus cycle, be entitled to receive payment of the amount retained by the Company during the previous bonus cycle. 7.2.4 Notwithstanding the above, if this Agreement is not extended or a further agreement is not entered into as envisaged in CLAUSE 3.3, any bonus payable in respect of the final bonus cycle shall be payable in full within 30 (thirty) business days of the end of the final bonus cycle. 7.2.5 The provisions of this CLAUSE 7.2 shall be applicable to each bonus cycle. 7.3 Subject to the provisions set out below, and as consideration for agreeing to remain in the employment of the Company for the periods set out below, the Executive shall be issued or provided with up to 210,000 (two hundred and ten thousand) ordinary shares in Durban Roodepoort Deep, Limited in the tranches set out below. The 210,000 (two hundred and ten thousand) 7 shares represent an amount equal to 240 (two hundred and forty) per cent of the Executive's Remuneration Package based on the closing price of the Company's shares as quoted on NASDAQ on 1 December 2003. If the Executive becomes entitled to shares in terms of this clause 7.3, the Company shall procure that these shares are issued to the Executive by Durban Roodepoort Deep, Limited or shall take all such other steps at its own cost as are necessary to provide the Executive with these shares. If these shares are not issued or provided the Company shall pay the Executive the monetary value thereof. 7.3.1 The shares shall be issued or provided to the Executive in four equal tranches. The Executive shall become entitled to, and shall be issued or provided with, the first tranche on 30 November 2004, provided that he is still in the employment of the Company on this date. 7.3.2 The Executive shall become entitled to, and shall be issued or provided with, the second tranche on 30 November 2005, provided that he is still in the employment of the Company on this date. 7.3.3 The Executive shall become entitled to, and shall be issued or provided with, the third tranche on 30 November 2006, provided that he is still in the employment of the Company on this date. 7.3.4 The Executive shall become entitled to, and shall be issued or provided with, the final tranche on 30 November 2007, provided that he is still in the employment of the Company on this date. 7.3.5 Should this agreement automatically terminate in accordance with the provisions of CLAUSE 3.1 read with CLAUSE 10.1.1, and should there be no extension of this Agreement or the conclusion of 8 an other agreement as envisaged in CLAUSE 3.3, the Board may, at its discretion, award the Executive all or some of the shares to which the Executive would have become entitled in terms of CLAUSE 7.3.3 and CLAUSE 7.3.4 if he had remained in the employment of the Company. In this event the Company shall procure that these shares are issued to the Executive by Durban Roodepoort Deep, Limited or shall take all such other steps as are necessary to provide the Executive with these shares. 7.3.6 The Executive shall be entitled to elect not to be issued a portion of any of the shares to which he becomes entitled in terms of CLAUSES, 7.3.1, 7.3.2, 7,3.3, 7.3.4 OR 7.3.5 but rather to receive a monetary amount in lieu of such shares from the Company, calculated at the share price as set out in CLAUSE 7.3 above. 7.3.7 If, on a date that shares should be issued or provided in terms of this clause, the Executive is prohibited, in terms any legal provision and/or any rule or directive of any applicable Stock Exchange or Securities Regulation Authority, from being issued or provided with these shares, these shares shall be issued or provided on the first date on which such prohibition is no longer in effect. 7.3.8 The parties record that the coming into effect of CLAUSE 7.3 is subject to the shareholders of Durban Roodepoort Deep, Limited granting the necessary approval in terms of the South African Companies Act, 1973 (if applicable) and the Isle of Man Companies Legislation (if applicable). The parties further record that if such approval is not granted, the Executive shall be eligible for shares in terms of the rules of the Share Option Scheme. 9 8 INSURANCE COVER 8.1 The Company shall apply for and maintain a reasonable level of Directors' and Officers' Liability Insurance, with the Executive covered as an insured and the Company will maintain at its expense the same cover for the Executive for a period of 7 (seven) years after termination of this Agreement by either party for any reason whatsoever. 8.2 The Company undertakes to pay on the behalf of the Executive the premiums payable by the Executive under the Group Life Scheme of the Company. The cover under the Group Life Scheme shall include temporary and permanent disability and trauma insurance. The life assurance cover for the Executive will be an amount equivalent to 4 (four) years' of the gross annual remuneration package paid to the Executive calculated on the basis of the remuneration package payable to the Executive at the date of his death. 8.3 On termination of this Agreement by either party for any reason whatsoever the Executive shall, subject to the rules of the Group Life Scheme, be entitled to remain a member of the Group Life Scheme and to enjoy the same benefits and coverage as those he enjoyed immediately prior to the termination of employment. The benefits and coverage shall be based on the remuneration package the Executive was entitled to immediately prior to the date of termination of employment. The Company shall pay all premiums and contributions payable to maintain such membership and coverage for a period of 5 (five) years calculated from the date of termination of employment. Should the Executive, as a result of the termination of his employment, not be entitled to retain the benefits and coverage contained in the Group Life Scheme, and he decides to exercise the right to effect whole life or endowment insurance as envisaged in Clause 4 of the Group Life Scheme, all premiums and contributions for such benefits and 10 coverage shall be borne by the Company for a period of 5 (five) years calculated from the date of the termination of his employment. The Company shall take all such steps, and provide all such assistance, as may be necessary to ensure that the Executive is entitled to exercise his rights in terms of this clause. For the purposes of this CLAUSE 8.3 the Group Life Scheme is the Sanlam Scheme No 18740 (Policy No. 18681100X6) or any other similar scheme that is in effect at the date of termination of employment. 9 LEAVE 9.1 The Executive shall be entitled to 30 (thirty) working days' paid leave in each successive period of 12 (twelve) months of work commencing on the Commencement Date. 9.2 The Executive shall be entitled to an additional 21 (twenty-one) working days' paid leave during the period of the 60 (sixty) months commencing on the Commencement Date and an additional 21 (twenty-one) working days' paid leave every successive cycle of 60 (sixty) months thereafter. 9.3 The Executive shall not be entitled to accumulate any leave set out in CLAUSE 9.1 which has not been taken, unless the Board has specifically requested the Executive in writing not to take leave in such year. Any leave not taken will be converted into cash annually on 30 November each year and be payable to the Executive. 9.4 Leave provided for in CLAUSE 9.2, which is not taken in a particular cycle of 60 (sixty) months will not be


 
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