EXHIBIT 4.67 STRICTLY CONFIDENTIAL SERVICE
AGREEMENT between DRD (ISLE OF MAN), LIMITED and MARK
WELLESLEY-WOOD CONTENTS
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CLAUSE PAGE NO --
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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..................................................................
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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