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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.
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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 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 ;
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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 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 ;
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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
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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, 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 .
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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 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 .
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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 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 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 .
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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.
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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.
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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.
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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
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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 |
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 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.
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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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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 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.
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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
COO;
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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 the
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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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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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
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The Company’s
breach of any material obligation owed the Executive in this
Agreement;
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3.4.2
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The Company
requiring Executive to perform illegal
activities;
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3.4.3
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Bankruptcy of the
Company;
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3.4.4
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Inability of
Executive to substantially perform his essential duties under this
Agreement because of a disability; or
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3.4.5
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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.
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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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