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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 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.

 

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- manganese 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 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 ;

 
        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 .

 

NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.      

Appointment, Duties and Term of Employment .

 
  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      

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.

 
1.3      

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.

 
1.4      

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.

 
1.5      

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 .

 
1.6      

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.

 
1.7      

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.

 
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 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.

 
  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;

 
    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     

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;

 
    2.2.5      

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      

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. !

 
     

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.

 
  2.3      

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.

 
  2.4      

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.

 
3.      

Termination.

 
  3.1      

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.

 
  3.2      

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:

 
    3.2.1      

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

 

 

4


  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 CFO, CEO or the Board;

 
  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 in the reasonable determination of the Compensation Committee of the Board of Directors;

 
  3.2.7     

Death of Executive; or

 
  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.

 
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.

 
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:

 
  3.4.1     

The Comp


 
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