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EXECUTIVE
EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”)
between GEOVIC MINING
CORP. (“Company”)
and DAVID C. BELING (“Executive”)
is effective on 01 January 2008 and remains in effect through the
Term of this Agreement (as hereinafter defined). The Company and
the Executive are in some places herein referred to individually as
a Party and collectively as the
Parties.
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A. |
The Company is a publicly-listed mining company
incorporated in Delaware and headquartered in Colorado, whose
shares are publicly traded on the Toronto Stock Exchange
(TSX) ;
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B. |
The Company through various subsidiary entities
is involved in all aspects of the international mining industry
and, in particular, is assisting its wholly-owned subsidiary,
Geovic, Ltd., a private corporation incorporated in the Cayman
Islands and its majority-owned subsidiary, Geovic Cameroon PLC
(“GeoCam”), a private corporation incorporated in
Cameroon in developing a cobalt-nickel-manganese mining project
(“Project”) in the Republic of
Cameroon ;
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C. |
The Company has no full time employees, as all
its officers are employees of Geovic, Ltd. which also is the
employer of all other persons involved in the Company’s
business .
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D. |
The Executive is experienced, qualified and
specializes in the evaluation, engineering, development, financing,
construction, start-up and operation of mines and process plants
and provides executive and hands-on management expertise to
companies while adding substantial value during all phases of
project and corporate development, and the Executive has been an
executive officer of the Company since December
2006 ;
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E. |
The Executive and Geovic, Ltd. were Parties to a
Financial Services Agreement dated 18 April 2003 that has expired,
a Consulting Agreement dated 10 June 2003 that expired on 31
December 2003 and various full-time employment agreements that have
been or are in effect until the execution of this Agreement;
an d
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F. |
The Company desires to retain the Executive now
as an Executive Officer of the Company and of Geovic Ltd., and as a
full-time employee of Geovic, Ltd. and Executive desires to
continue his work in such capacities all pursuant to the terms and
conditions set forth in this Agreement
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NOW THEREFORE, IT IS HEREBY AGREED as
follows:
| 1.
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Appointment, Duties and Term of
Employment .
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1.1 |
Job Description. Geovic, Ltd., now
the Company’s 100%-owned subsidiary initially employed the
Executive as Senior Vice President of Operations, and effective 14
June 2005 as Executive Vice President and Chief Operating Officer
(COO) of Geovic Ltd., and has served as COO of the Company since
December 2006. Executive has performed the job functions of the COO
in an admirable and effective manner and is expected to continue to
perform his duties and provide the services
(“Services”) to the Company and Geovic, Ltd as more
specifically outlined in Schedule
I . The Executive also agrees to serve as an officer of the
Company’s other wholly-owned subsidiaries, Geovic Energy
Corp. and Pawnee Drilling, LLC, as
requested .
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1.2 |
Appointment as Officer. At or prior to
approval of this Agreement by the Board of Directors of the Company
(“Board”), the Executive shall be appointed as
Executive Vice President and Chief Operating Officer of the Company
and shall be appointed a full-time employee and the Chief Operating
Officer of Geovic Ltd. and shall perform all such other duties for
the Company and its subsidiaries and affiliates as may from time to
time be authorized or directed by the Chief Executive Officer (CEO)
or the Board .
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1.3 |
Term.
The Executive shall
be employed in all such capacities for an employment term
(“Term”) which shall be deemed to have commenced as of
01 January 2008 and ending on 31 December 2009 subject to all the
covenants and conditions hereinafter set forth, except that,
commencing 01 January 2008, the Term of this Agreement shall be
deemed automatically renewed for rolling two-year periods, whereby
the Term is twenty four (24) months on a continuing
basis .
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1.4 |
The Executive shall report to the Chief Executive
Officer (“CEO” or “Contact Person”) on most
matters and to the Board on certain special matters if so
requested. The Executive shall keep the CEO and Board well informed
regarding the business and operations of the Company and its
subsidiaries and other Company matters and shall promptly respond
to any reasonable requests by the CEO and Board in this regard.
Executive shall also provide Services and assist the Company in
reaching well-reasoned decisions and implementing those decisions
regarding GeoCam and the Project, particularly those dealing with
operating matters of the subsidiary and relations with its
shareholders .
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1.5
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The Executive shall
not be engaged directly or indirectly in any other business
activity or previously have contracted to perform such activity at
a future date which would prevent the performance of the
obligations hereunder.
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1.6
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The Executive shall
not conduct any unethical or illegal activities on behalf of the
Company and agrees to comply with the Company’s Code of
Business Conduct and Ethics.
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1.7
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The Executive shall
be an officer of the Company and a full-time employee of Geovic,
Ltd. with the authority, autonomy and responsibility customary for
an Executive Vice President and COO. The Executive shall provide
his Services exclusively to the Company and its subsidiaries,
except that he may perform as an Outside Director on the Boards of
no more than two other companies. Such outside directorships shall
conform to Company’s priorities and place no unnecessary
burden upon the Company or the Executive. During the Term of this
Agreement, the Executive agrees to serve, if elected, as a director
of the Company or Geovic, Ltd. or as an officer or director of any
other subsidiary or affiliate of the
Company.
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| 2.
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Consideration and
expenses.
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2.1
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During the Term of
this Agreement, in consideration of the Executive’s Services
hereunder, including, without limitation, service as an officer or
director of the Company or of any subsidiary or affiliate thereof
and as a full-time employee of Geovic, Ltd., the Company shall pay
the Executive according to the attached Schedule II payable monthly in arrears on the last working
day of each month or as otherwise stipulated in Schedule II. All
payments of consideration and expenses shall be made by direct
deposit to an account in the name of Executive at a financial
institution selected by Executive and located in the United States.
All currency herein is expressed in US
dollars.
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2.2
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The Company or
Geovic, Ltd. shall pay or reimburse to the
Executive:
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2.2.1
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All costs reasonably
and properly expended by him on behalf of the Company for
performance of Services, if proper documentation of such expenses
is received by the Company in accordance with the Company’s
normal expense reimbursement procedures;
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2.2.2
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During the Term of
this Agreement, the Executive shall be entitled to participate in
employee benefit plans or programs, if any, to the extent that
Executive is eligible to participate in such plans or
programs;
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2.2.3
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During the Term of
this Agreement, Executive shall be entitled to participate in the
Company’s Employee Stock Option Plan and the Company’s
Annual bonus Program for Executives, subject to recommendations of
the Compensation Committee and approval by the Company’s
Board,
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2.2.4 |
Until such time as
the Company may adopt a medical plan, the Company shall reimburse
the Executive’s medical insurance in an amount not to exceed
$700/month, and once such a plan is adopted, Executive shall be
entitled to full family coverage, as applicable, under the plan;
and
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2.2.5 |
Expenses for
Executive’s personal vehicle use shall be at a rate which is
the greater of $0.465 per mile or the prevailing IRS mileage rate,
but shall exclude the mileage associated with daily
commuting.
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Such payments or
reimbursements shall be made within 7 days of a request for
reimbursement by the Executive together with provision by the
Executive of such additional evidence and information as the
Company or Geovic Ltd. shall reasonably
require.
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2.3
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The Executive shall
be entitled to take four (4) calendar weeks of paid vacation
annually during the Term, subject to the dates being previously
agreed by the CEO. Executive shall not be entitled to additional
compensation if he fails to use this vacation, provided that with
written approval of the CEO, up to two (2) weeks of annual vacation
may be carried over to a succeeding year. The Executive shall also
be entitled to take paid holidays in accordance with standard
Company or Geovic Ltd. policy.
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2.4
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Executive shall
accrue one (1) day of sick leave time per pay period, up to a
maximum of 20 days, to be used only in connection with illness or
medical conditions which interfere with providing
Services.
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| 3.
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Termination.
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3.1
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Either Party may
terminate this Agreement and Executive’s employment with the
Company by providing written notice to the other Party at least
forty-five (45) days prior to the termination
date.
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3.2
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The Company may
terminate this Agreement and Executive’s employment with
Geovic Ltd. without obligation to Executive by providing written
notice to Executive at any time upon the occurrence of any one or
more of the following events:
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3.2.1
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Executive’s
breach of any material obligation owed the Company in this
Agreement;
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3.2.2
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Executive’s
neglect of duties to be performed under this
Agreement;
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3.2.3
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Executive’s
failure or refusal to follow lawful directions given by CEO or the
Board;
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3.2.4
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Executive’s
dishonest conduct or conduct that has damaged or will likely damage
the reputation of the Company, or conduct which is clearly contrary
to the Company’s Code of Business Conduct and
Ethics;
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3.2.5
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Executive being
convicted of a felony;
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3.2.6
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Executive engaging
in any act of moral turpitude;
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3.2.7
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Death of Executive;
or
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3.2.8
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Executive becoming
permanently disabled for a period of six (6) consecutive months
from performing the duties of his
employment.
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| 3.3
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Anything contained
in Section 3.2 to the contrary notwithstanding, the Company shall
not terminate this Agreement and Executive’s employment with
the Company pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the
Company shall have first given the Executive twenty-one (21)
days’ prior written notice of such termination, which sets
forth the grounds of such termination, and the Executive shall have
failed to cure such grounds for termination within the twenty-one
(21) day period.
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| 3.4
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Executive may
terminate this Agreement and Executive’s employment by the
Company by providing written
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