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EXECUTIVE
EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”)
between GEOVIC MINING
CORP. (“Company”)
and WILLIAM A.
BUCKOVIC (“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 the
Republic of Cameroon in developing a cobalt- nickel-manganese
mining project (“Project”) in the Republic of Cameroon.
The Company also participates in other mineral and energy-related
projects through its wholly-owned subsidiaries Geovic Energy Corp.
and Pawnee Drilling, LLC, private companies incorporated in
Colorado ;
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C. |
The Company has no full time employees, as all
its officers are employees of Geovic, Lt. which also is the
employer of all other persons involved in the Company’s
business ;
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D. |
The Executive founded Geovic Ltd. and led all the
initial corporate development activities including the discovery
and acquisition of the Project and the establishment of
GeoCam ;
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E. |
The Executive is
experienced, qualified and specializes in the formation of junior
mining companies; and in particular, mineral prospect generation,
evaluation and development 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;
and
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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. |
Appointment, Duties and Term of
Employment.
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1.1 |
Job Description. Geovic Ltd., now the
Company’s wholly-owned subsidiary, initially employed the
Executive as President, effective November 1994 and Executive has
served as President of the Company since December 2006. Executive
has performed the job functions of President 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 President 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
President of the Company and shall be appointed a full-time
employee and the President 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, including his
current role as a director of the Company.
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1.3 |
Term. The Executive shall be employed by
the Company 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 of this Agreement 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
Executive’s responsibilities and other Company and Geovic
Ltd. 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 exploration and resource
development matters of the subsidiary.
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1.5 |
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 or Geovic Ltd. 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
a President. 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
and/or Geovic Ltd. or as an officer or director of any other
subsidiary or affiliate of the Company.
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1.8
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The Executive shall
be allowed to own and control Sabina Resources Party Limited, an
Australia corporation formed prior to Geovic Ltd. and the Company;
Kymone Resources Pty. Ltd., an Australia corporation formed prior
to Geovic Ltd. and the Company; Napavine Resources Corp., a private
Oregon corporation formed prior to Geovic Ltd. and the Company; and
Mune Holding LLC, a Colorado limited liability company formed after
Geovic Ltd. and the Company. However, the Executive shall not
provide Services to any of these companies and the Executive shall
ensure that none of these entities or any such future entities will
compete within a fifty (50) mile radius of any active Company
project unless specifically authorized in writing by the Company.
Executive shall also provide Company with a right of first refusal
regarding participation in any such new resource venture in which
the Executive is active.
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1.9
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The Executive shall
be allowed to make passive investments in oil and gas properties
and/or in companies developing oil and gas resources, but only if
the Company has waived in writing its rights to participate in such
venture or investment.
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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; and
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2.2.4
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Executive shall
receive a vehicle allowance of $400 per
month.
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Such payments or
reimbursements shall be made within seven (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 Company shall
pay the Executive’s medical insurance through the
Company’s policy.
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| 2.4
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The Executive shall
be entitled to take four (4) calendar weeks of paid vacation and
one (1) week of unpaid vacation annually during the Term of this
Agreement, 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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| 2.5
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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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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 |
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 |
Executive’s breach of any material
obligation owed the Company or Geovic Ltd. in this
Agreement;
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3.2.2 |
Executive’s neglect of duties to be
performed under this Agreement;
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3.2.3 |
Executive’s failure or refusal to follow
lawful directions given by CEO or the Board.
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3.2.4 |
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 |
Executive being convicted of a
felony;
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3.2.6 |
Executive engaging in any act of moral
turpitude;
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3.2.7 |
Death of Executive; or
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3.2.8 |
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 |
Anything contained in Section 3.2 to the contrary
notwithstanding, the Company shall not terminate this Agreement and
Executive’s employment with Geovic Ltd. 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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