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EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: Geovic Cameroon PLC | GEOVIC MINING CORP | Geovic, Ltd You are currently viewing:
This Executive Employment Agreement involves

Geovic Cameroon PLC | GEOVIC MINING CORP | Geovic, Ltd

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Date: 5/29/2008

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: geovic cameroon plc , geovic mining corp , geovic  ltd
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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and GARY R. MORRIS (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). This Agreement replaces and otherwise supersedes the existing Executive Employment Agreement currently in effect. The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

 

WHEREAS:


      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) ;

 
      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 mining project (“Project”) in the Republic of Cameroon ;

 
      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 ;

 
      D.     

The Executive has governmental relations, environmental and management expertise, has gained considerable and valuable experience leading the activities of GeoCam and provides executive and hands-on management expertise 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 ;

 
      E.     

The Executive has developed good working relationships with officials in the Republic of Cameroon, including the Prime Minister, GeoCam shareholders, US State Department personnel in Washington DC, US Embassy staff in Cameroon, including the Ambassador, and the leaders of many non-governmental organizations active in Cameroon; and

 
      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 .

 
  1.1     

Job Description. Geovic, Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as Senior Vice President, effective January 1, 2001. Executive has also served as Senior Vice President of the Company since December 2006. Executive has performed the job functions of the Senior Vice 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 an officer of the Company’s other wholly-owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC, if so requested .

 
  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 re-appointed as Senior Vice President of the Company and shall be appointed a full-time employee and the Senior Vice 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 Managing Director and Chairman of the Board of GeoCam .

 
  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 is twenty four (24) months on a continuing basis .

 
  1.4     

The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the Chief Operating Officer (“COO”) on matters pertaining to Project operations. The Executive shall keep the CEO and COO well informed regarding Executive’s responsibilities and other Company and subsidiary matters and shall promptly respond to any reasonable requests by the CEO and COO in this regard .

 
  1.5     

Executive shall continue to provide his leadership Services to GeoCam and the Project, particularly those dealing with operating matters of the subsidiary and relations with its directors and shareholders.

 

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  1.6     

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.

 
  1.7     

The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s guidelines on business practice and behavior.

 
  1.8     

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. 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.

 
2.      

Consideration and expenses.

 
  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.

 
  2.2     

The Company or Geovic Ltd. shall pay or reimburse to the Executive:

 
    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;

 
    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.

 

3


 
    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,

 
    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 or actual cost to Executive, whichever is lower. Once such a plan is adopted, Executive shall be entitled to full family coverage under the plan.

 
    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;

 
     

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.

 
  2.3      

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 and/or COO. 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.

 
  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.

 
3.      

Termination.

 
  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.

 
  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:

 

4


  3.2.1      

Executive’s breach of any material obligation owed the Company in this Agreement;

 
  3.2.2      

Executive’s neglect of duties to be performed under this Agreement;

 
  3.2.3      

Executive’s failure or refusal to follow lawful directions given by CEO or the COO;

 
  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;

 
  3.2.5      

Executive being convicted of a felony;

 
  3.2.6      

Executive engaging in any act of moral turpitude;

 
  3.2.7      

The death of the Executive; or

 
  3.2.8      

Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.

 
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.

 
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:

 
  3.4.1      

The Company’s breach of any material obligation owed the Executive in this Agreement;

 
  3.4.2      

The Company requiring Executive to perform illegal activities;

 
  3.4.3      

Bankruptcy of the Company;

 
  3.4.4      

Inability of Executive to substantially perform his essential duties under this Agreement because of a disability; or

 
  3.4.5      

In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

5


 

The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, w


 
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