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EXECUTIVE
EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”)
between GEOVIC MINING
CORP. (“Company”)
and GREG C. HILL (“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 financing, control and associated administration
of companies, including those engaged in the resource sector, while
adding substantial value during all phases of project and corporate
development, and the Executive has been an executive officer of the
Company since 01 November 2007
;
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E. |
The Executive and Geovic Ltd. were Parties to an
Executive Consulting Contract dated 01 August 2006 through 31
December 2006 that was extended on a month- to-month basis until
the Executive became an officer and full-time employee of the
Company; 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 the acting Chief Financial Officer (“CFO”)
on a consulting basis in August 2006. On 01 November 2007 the
Executive was appointed Senior Vice President and CFO of the
Company. Executive has performed the job functions of Senior Vice
President and CFO 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 CFO 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 Senior
Vice President and full time Chief Financial Officer of the Company
and shall be appointed a full-time employee and the CFO 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 by the Company in
all such capacities for an employment term (“Term”)
beginning 01 January 2008 and initially ending on 31 December 2009
subject to all the covenants and conditions hereinafter set forth
except that, commencing January 1, 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 regulatory matters. The
Executive shall keep the CEO and Board well informed regarding the
financial condition 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 financial matters of the
subsidiary and relations with its
shareholders .
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1.5 |
The Executive shall not be engaged directly or
indirectly in any other business activity or contract 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
a Senior Vice President and CFO. 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 or member
of the advisory boards of no more than three other companies. Such
outside directorships or advisory board memberships 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 more frequently in accordance with the
Company’s pay practices. 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 under the
plan;
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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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2.2.6
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As soon as
appropriate and as mutually agreed by the Parties, the Executive
will re-locate from Englewood to Grand Junction, Colorado. Company
or Geovic Ltd. shall pay to the Executive an amount, not to exceed,
$45,000 to cover the costs of the move, including the costs to
pack, move and store household effects, costs to sell the
Executive’s house, closing costs on a new home purchase and
incidental expenses, subject to proper documentation. Separately,
the Company will reimburse the costs of one house hunting trip for
the Executive and his spouse.
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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 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 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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The Company may by
notice in writing immediately terminate this Agreement and
Executive’s employment with Geovic Ltd. without obligation to
the Executive by providing written notice to the 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 or Geovic Ltd.
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 the 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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The 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), (2) or (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 terminati
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