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EXECUTIVE
EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”)
between GEOVIC MINING
CORP. (“Company”)
and JOHN E. SHERBORNE (“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.
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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 Geovic, Ltd.’s 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 ;
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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 leadership, management and administration of
mining and energy 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;
an d
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E. |
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:
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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 Executive Vice President, Corporate Development in
March 2002 and subsequently as Chief Executive Officer
(“CEO”) in February 2004. Executive was also elected
Chairman of the Board of Directors of Geovic Ltd. in May
2004 .
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Following the Company’s reverse takeover of
Resource Equity in December 2006, Executive was appointed as CEO
and director of the Company. Executive has performed the job
functions of CEO 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 and director of the Company’s
other wholly- owned subsidiaries, Geovic Energy Corp. and Pawnee
Drilling, LLC.
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| 1.2
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Appointment as Officer. At or prior to
approval of this Agreement by the Board of Directors of the Company
(“Board”), the Executive shall be re-appointed as CEO
of the Company and shall be appointed a full-time employee and CEO
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 Board, including his current
role as a director of the Company.
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| 1.3
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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 on
January 1, 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
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The
Executive shall report to the Board and shall keep the Board well
informed regarding Executive’s responsibilities and other
Company matters and shall promptly respond to any reasonable
requests by the Board in this regard.
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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 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 CEO. 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 the 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. |
Consideration and
expenses.
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2.1 |
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 |
The
Company or Geovic Ltd. shall pay or reimburse to the
Executive:
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2.2.1 |
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 |
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 |
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 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 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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3
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2.3 |
The
Executive shall be entitled to take four (4) calendar weeks of paid
vacation annually during the Term of this Agreement, subject to the
dates being previously agreed by the Board. Executive shall not be
entitled to additional compensation if he fails to use this
vacation, provided that with written approval of the Board, 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 |
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. |
Termination.
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3.1 |
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 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 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 |
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 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 |
Executive may terminate this Agreement and
Executive’s employment by the Company by providing written
notice to the Company at any time upon the occurrence of any one or
more of the following events:
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3.4.1 |
The
Company’s breach of any material obligation owed the
Executive in this Agr
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