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EXECUTIVE
EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”)
between GEOVIC MINING
CORP. (“Company”)
and MICHAEL G.
WALTHALL (“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 accounting and tax matters, control and associated
administration of corporate businesses while adding substantial
value during all phases of project and corporate
development ;
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E. |
The Company desires to employ the Executive as an
executive officer of the Company and of Geovic Ltd., and as a
full-time employee of Geovic Ltd. and Executive desires to 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. Executive is
expected 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, as
requested
.
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| 1.2
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Appointment as
Corporate Controller. At or
prior to approval of this Agreement by the Board of Directors of
the Company (“Board”), the Executive shall be appointed
as Corporate Controller and if so designated by the Board, the
Principal Accounting Officer of the Company and shall be appointed
a full-time employee and the Corporate Controller 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, the Chief Financial
Officer or the Board.
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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”) beginning the date of this Agreement 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 one-year periods, whereby the
Term is twelve (12) months on a continuing
basis.
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| 1.4
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The Executive shall
report to the Chief Financial Officer (“CFO” or
“Contact Person”) on most matters and to the Chief
Executive Officer (“CEO”) and to the Board on certain
special matters if so requested. The Executive shall keep the CFO
and CEO well informed regarding the Company matters for which the
Executive may be responsible and shall promptly respond to any
reasonable requests by the CFO, CEO and Board in this regard.
Executive shall also provide Services and assist the Company and
Geovic Ltd. in reaching well-reasoned decisions and implementing
those decisions regarding GeoCam and the Project, particularly
those dealing with accounting and operating matters, as shall be
assigned by the CFO.
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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, except as may be specifically referred to
on Schedule I
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| 1.6
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The Executive shall
not conduct any unethical or illegal activities relating to the
Company or its business or subsidiaries 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 Corporate Controller. During the Term of this Agreement, the
Executive shall provide his Services exclusively to the Company and
its subsidiaries and Executive agrees to serve, if elected, as a
director of the Company or Geovic Ltd. or as an officer or director
of any subsidiary or affiliate of the
Company.
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1.8 |
Executive may be required to prepare and to
maintain accurate time billing records reflecting time spent and
Services provided on a daily basis, similar to such practices by
other Company employees.
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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 more
frequently in accordance with the Company’s compensation
practices, 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 |
The
Executive may elect to participate under the Company’s
Medical Plan with Rocky Mountain Health Plans or such coverage as
is available to Company employees under such plan or, at
Executive’s election, the Company shall reimburse the
Executive’s other medical insurance in an amount not to
exceed $500/month;
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2.2.5
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Actual business
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 for actual miles, but shall exclude the mileage
associated with daily commuting or personal convenience;
and
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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 Fort Collins to Grand Junction, Colorado.
Company shall reimburse the Executive an amount, not to exceed,
$25,000 to cover the costs of the move, including the costs to
pack, move and store household effects, house hunting trips,
temporary lodging and related expenses, costs to sell the
Executive’s house, closing costs on a new home purchase and
incidental expenses, subject to proper documentation.
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Such payments or
reimbursements shall be made within seven (7) business 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. may 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 (with respect to calendar year 2007, a pro rata portion
thereof) during the Term of this Agreement, subject to the dates
being previously agreed by the CFO. 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 calendar year. Vacation time shall be deemed
to accrue one-fourth at the end of each three months of employment.
The Executive shall also be entitled to take paid holidays in
accordance with standard Company policy.
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2.4
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Executive shall
accrue one (1) day of sick leave time per monthly 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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Without
Cause. 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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Termination by
Company for Cause. 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 |
Executive’s failure or refusal to follow
lawful directions given by CFO, 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
in the reasonable determination of the Compensation Committee of
the Board of Directors;
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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 that would prevent Executive
from performing the duties of his employment.
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| 3.3 |
Notice Before Termination by Company for
Cause. 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 at least 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 |
Termination by Executive for Cause.
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
Comp
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