|
Exhibit 10.1
SEVERANCE AND RELEASE AGREEMENT
This Severance and Release
Agreement (the "Agreement") is made between (i) Allan J.
Marter ("Mr. Marter") and (ii) Golden Star Resources Ltd.
(the "Company"). Mr. Marter and the Company are referred to
collectively as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, Mr. Marter
voluntarily resigned his employment with the Company effective
October 13, 2006;
WHEREAS, the Parties wish to
resolve fully and finally any potential claims by Mr. Marter
against the Company regarding Mr. Marter’s employment
with the Company and otherwise; and
WHEREAS, in order to accomplish
this end, the Parties are willing to enter into this Agreement.
NOW THEREFORE, in consideration of
the mutual promises and undertakings contained herein, the
sufficiency of which is acknowledged by the Parties, the Parties to
this Agreement agree as follows:
TERMS
1. Resignation and
Effective Date . Mr. Marter voluntarily resigned his
employment with the Company effective October 13, 2006 (the
"Resignation Date") upon Mr. Marter’s execution of this
Agreement. This Agreement shall become effective (the "Effective
Date") on the eighth (8 th
) day after Mr. Marter’s execution of
this Agreement, provided Mr. Marter has not revoked
Mr. Marter’s acceptance pursuant to Section 7(f)
below.
2. Severance Package
.
a.
Payments .
(i) On
the Effective Date, the Company will pay Mr. Marter for his
unpaid base salary, accrued vacation, outstanding expense
reimbursements, and any accrued benefits due and payable under any
benefit plans of the Company in which the Employee was a
participant prior to his separation of employment (in accordance
with the provisions of the applicable plan or plans).
This payment, less applicable withholdings and deductions, will
be made by check made payable to "Allan J. Marter" and delivered to
Michael T. McDonnell, Mr. Marter’s counsel.
(ii) On
the Effective Date, and on the express condition that
Mr. Marter has not revoked this Agreement, the Company will
deliver to Michael T. McDonnell, Mr. Marter’s counsel,
(i) evidence of the transfer of 200,000 shares of the common
stock of EURO Ressources S.A. ("EURO"), registered in the name of
Allan J. Marter on and through the French register of shareholders
maintained by BNP-Paribas, and (ii) a
check made payable to Allan J. Marter in the total gross amount
of two hundred eighty-two thousand, three hundred fifty-four
dollars ($282,354), less all applicable deductions and
withholdings.
b.
Health Insurance . Provided Mr. Marter timely elects
continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), the Company shall
reimburse Mr. Marter for the portion of premiums of
Mr. Marter’s group health insurance, including coverage
for his spouse, that the Company paid prior to
Mr. Marter’s separation of employment with the Company,
and any additional payments required to maintain COBRA coverage for
Mr. Marter and his spouse, for 18 months following the
Effective Date. If Mr. Marter is entitled to coverage under
COBRA for any periods following 18 months after the Effective
Date, Mr. Marter shall be entitled to maintain coverage for
Mr. Marter and his spouse at Mr. Marter’s sole
expense. Mr. Marter will promptly notify the Company of and
provide the Company with appropriate documentation regarding the
premium amounts, and the Company will reimburse Mr. Marter
directly for such amounts within five (5) business days after
the Company receives Mr. Marter’s notice by sending the
reimbursement to Mr. Marter’s residence address.
d.
Outplacement . On the Effective Date, the Company shall
deliver to Michael T. McDonnell a check in the amount of ten
thousand dollars ($10,000) made payable to "Barry T. Dawson &
Associates, Inc." for outplacement services for
Mr. Marter.
e.
Taxes . Reporting of and withholding on any consideration
under this Agreement for tax purposes shall be at the discretion of
the Company in conformance with applicable tax laws. If a claim is
made against the Company for any additional tax or withholding in
connection with or arising out of the consideration provided under
this Agreement, Mr. Marter shall pay any such claim within
thirty (30) days of being notified by the Company and agrees
to indemnify the Company and hold it harmless against such claims,
including, but not limited to, any taxes, attorneys’ fees,
penalties, and/or interest, which are or become due from the
Company.
2
3. Stock Options . On
the Effective Date, all options to purchase the stock of the
Company granted to Mr. Marter under the Company’s stock
option plans, which options together with the applicable exercise
prices are listed in the attached Schedule 1 (the "Golden Star
Options"), shall become immediately exercisable and vested, and
Mr. Marter shall have the right to exercise the Golden Star
Options until the earlier of their expiration date or the close of
business in Denver, Colorado on December 31, 2009. The Company
shall use its reasonable best efforts to obtain action by EURO so
that all options to purchase the stock of EURO granted to
Mr. Marter under EURO’s stock option plans, which
options together with the applicable exercise price are listed in
the attached Schedule 2 (the "EURO Options"), shall become
immediately exercisable and vested, and Mr. Marter shall have
the right to exercise the EURO Options until the earlier of their
expiration date or the close of business in Denver, Colorado on
December 31, 2009. The Company shall use its reasonable best
efforts to obtain all necessary regulatory, corporate and
shareholders approvals for the vesting and extension of the
exercise of the Golden Star Options and the EURO Options.
4. General Release
.
a.
Mr. Marter, for himself and for his affiliates, successors,
heirs, subrogees, assigns, principals, agents, partners, employees,
associates, attorneys, and representatives, voluntarily, knowingly,
and intentionally releases and discharges the Company and its
predecessors, successors, parents, subsidiaries, affiliates, and
assigns and each of their respective officers, directors,
principals, shareholders, agents, attorneys, board members, and
employees from any and all claims, actions, liabilities, demands,
rights, damages, costs, expenses, and attorneys’ fees
(including, but not limited to, any claim of entitlement for
attorneys’ fees under any contract, statute, or rule of law
allowing a prevailing party or plaintiff to recover
attorneys’ fees) of every kind and description from the
beginning of time through the Effective Date (the "Released
Claims").
b.
The Released Claims include, but are not limited to, those which
arise out of, relate to, or are based upon: (1) Mr. M
|
