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Exhibit
10.26
CONSULTING
AGREEMENT
This Consulting Agreement
(this “Agreement”) is entered into and effective as of
May 1, 2007 (the “Effective Date”) by and between
Newmont Mining Corporation of Canada Limited, a Canada corporation
with offices at 20 Eglinton Avenue West, Toronto, Ontario, Canada
M4R 1K8 (“Newmont”), and Pierre Lassonde
(“Contractor”).
In consideration of the
mutual promises and conditions contained in this Agreement, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:
I. RECITALS
A. Contractor currently serves on the
Board of Directors of Newmont Mining Corporation, a Delaware
Corporation (“NMC”). Contractor shall receive
compensation consistent with the compensation practices for
Directors of the NMC board.
B. In addition to the services provided
to NMC by Contractor in his position as Director of NMC, Contractor
possesses certain other business and financial skills and
experience which may be beneficial to Newmont and, in relation
thereto, Newmont desires to engage Contractor to provide certain
consulting services to Newmont.
C. In consideration of the mutual
promises and conditions contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
II.
COVENANTS
A. TERM : This Agreement shall be
effective from the Effective Date to April 30, 2008, and shall
automatically renew in one year increments (“Term”),
unless terminated earlier as provided below.
B. STATEMENT OF SERVICES : During
the Term, Contractor shall provide general merchant banking advice
and guidance to Newmont and, upon Newmont’s request, to
certain Newmont affiliates, including but not limited to
structuring acquisitions and sales properties and equity positions
and the development and maintenance of a healthy treasury
(“Services”). Contractor shall be available to perform
Services on an as-requested basis, for approximately 50% of his
working time. In performing his duties hereunder, the Contractor
shall comply with all laws, regulations, decrees, codes,
ordinances, resolutions, and other acts of any governmental
authority, including without limitation those addressing the
preservation of health, safety, and the environment, the U.S.
Foreign Corrupt Practices Act (which prohibits the direct or
indirect delivery of anything of value to government officials to
secure an improper advantage), and other laws that are applicable
to this Agreement or the Contractor’s performance of his
duties hereunder. Contractor shall not have authority to enter into
agreements on behalf of Newmont or otherwise bind Newmont in any
manner
C. COMPENSATION FOR
SERVICES
1. As compensation for the
performance of the Services hereunder, Newmont shall pay Contractor
a monthly amount of twenty-four thousand five-hundred and
twenty-five Canadian dollars (Cdn $24,525), payable in arrears in
monthly installments.
2. Newmont shall provide to
Contractor office space in Toronto, Canada and access to
secretarial services in such office.
3. Newmont shall reimburse
Contractor for reasonable and necessary expenses incurred in the
performance of Services in accordance with Newmont’s general
expense reimbursement policies.
D. OWNERSHIP AND SUBMISSION OF
INFORMATION AND RECORDS: All records, reports, data, work
product, and other information, and all copyrightable subject
matter, and all copies of any of the foregoing and notes related
thereto, prepared, generated, researched, developed, compiled, or
obtained from any source whatsoever in performance of the Services,
including but not limited to drawings, databases, deliverables,
sketches, specifications, tracings, diagrams, evaluations,
calculations, data books, schedules, operating instructions, and
requisitions (“Data”) shall remain the sole property of
Newmont. Upon Newmont’s request, Contractor shall promptly
execute and deliver to Newmont any document necessary to transfer
legal title in such property to Newmont. Within 15 days after
expiration or termination of this Agreement, Contractor shall
submit all Data to Newmont without retaining copies thereof, unless
written approval to retain copies has been given by Newmont to
Contractor. This Section shall survive the expiration or
termination of this Agreement.
E.
NONDISCLOSURE/NON-USE
1. Contractor shall not
disclose to third parties or use for purposes other than performing
the Services, any information that relates to the technical, legal,
or business affairs, interests or activities of Newmont or its
Affiliates which was provided to or otherwise made available to
Contractor by Newmont or any of its Affiliates in connection with
entering into this Agreement or the performance of the Services
(collectively, “Confidential Information”), without the
prior written consent of Newmont, unless said
information:
(a) is, or shall have been,
in the possession of Contracto
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