{"id":39415,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-newmont-mining-corp-and-ronald-c-cambre.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-newmont-mining-corp-and-ronald-c-cambre","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-newmont-mining-corp-and-ronald-c-cambre.html","title":{"rendered":"Employment Agreement – Newmont Mining Corp. and Ronald C. Cambre"},"content":{"rendered":" EMPLOYMENT AGREEMENT\n --------------------\n\n AGREEMENT (the \"Agreement\"), dated as of January 1, 2001, by and\nbetween Newmont Mining Corporation, a Delaware corporation (the \"Company\") and\nRonald C. Cambre (the \"Executive\").\n\n 1. Chairman Service\n ----------------\n\n (a) Executive has resigned effective as of December 31, 2000 (the\n\"Effective Date\") from his position as Chief Executive Officer of the Company,\nand will continue to be employed by the Company as Chairman of the Board after\nthe Effective Date. During the period from January 1, 2001 to December 31, 2001\n(the \"Term\"), if Executive continues to serve as Chairman of the Board of the\nCompany (the \"Board\"), he will receive the annual base salary set forth on\nExhibit A (the \"Base Salary\"), plus Board meeting and committee meeting\nattendance fees, and will continue to receive the perquisites and fringe\nbenefits he received immediately prior to the Effective Date, including those\nset forth on Exhibit A. The Company will also provide Executive with the office\nand secretarial support set forth on Exhibit A. Executive acknowledges that he\nwill not be entitled to any bonuses or other incentive compensation from the\nCompany during the Term.\n\n (b) (i) During the Term, Executive may resign his position as\nChairman of the Board or as a member of the Board upon 30 days written notice to\nthe Company, and the Board may terminate Executive's service as Chairman of the\nBoard at any time without prior notice. During the Term, if the Board terminates\nExecutive's service as Chairman of the Board without Cause or if Executive\nterminates his service as Chairman of the Board due to a material breach of this\nAgreement by the Company (which the Company fails to remedy within 10 days of\nreceiving notice from Executive of such material breach), the Company shall pay\nto Executive as soon as practicable after the date of such termination an amount\nequal to 25% of the Base Salary. Notwithstanding the foregoing, if such\ntermination occurs during the two year period following a Change of Control, the\npayments provided by Section 1(b)(ii) shall be made to Executive in lieu of any\npayments under this Section 1(b)(i). If Executive ceases to be Chairman of the\nBoard for any reason, but remains a member of the Board, he shall immediately\ncease to be an employee of the Company and shall receive the regular non-\nemployee director compensation provided to non-employee directors of the\nCompany.\n\n (ii) If, during the Term, at any time during the two-year period\nbeginning on the date of a Change of Control, the Board or the Company\nterminates Executive's position as Chairman of the Board without Cause (as\ndefined in, and pursuant to the procedural protections set forth in, Section 5\nof the Agreement between Executive and the Company dated October 15, 1993, as\namended June 24, 1997 and November 28, 2000 (the \"Employment Agreement\")), or\nExecutive terminates his position as Chairman of the Board due to a material\nbreach of this Agreement (which the Company fails to remedy within 10 days of\nreceiving notice from Executive of such material breach), the Company shall pay\nto Executive within 10 days of such termination a lump sum payment equal to the\nAggregate Monthly Compensation (as defined in Exhibit A), in lieu of any other\nseverance obligations. The term \"Change of Control\" shall have the same\ndefinition as provided in Section 2 of Executive's Employment Agreement with the\nCompany, dated February 1, 1999 (the \"Change of Control Employment Agreement\").\n\n \n (c) During the Term, Executive shall devote approximately 25% of his\nworking time to the National Mining Association, the Global Mining Initiative,\nthe World Gold Council, the Mineral Information Institute, director recruiting,\nBoard and committee meeting preparation, and any other duties as reasonably\nrequested by the Board or the Chief Executive Officer of the Company.\n\n 2. Other Benefits and Obligations\n ------------------------------\n\n (a) Executive will remain entitled to receipt of a lump-sum payment\npursuant to Paragraph 4(vii) of the Employment Agreement and the provisions of\nsuch paragraph shall remain in effect; provided, however, that the words \"within\none year of Executive's termination of employment\" in such paragraph shall be\nreplaced with \"on or before February 28, 2001\"; and, provided, further, that\nExecutive's retirement date for purposes of such paragraph shall be deemed to be\nDecember 31, 2000.\n\n (b) The provisions of Section 9 of the Change of Control Employment\nAgreement will continue to apply to any payments by the Company to Executive,\nwhether pursuant to this Agreement or otherwise; provided, however, that the\nreference to Section 6(a)(i)(B) of the Change of Control Employment Agreement in\nSection 9(a) of the Change of Control Employment Agreement shall be deemed to\nrefer to Section 1(b) of this Agreement.\n\n 3. Restrictive Covenants\n ---------------------\n\n The provisions of Sections 3(b) and 3(d) of the Employment Agreement\nshall remain in force. Until the later of (i) the date of termination of\nExecutive's membership on the Board and (ii) December 31, 2001, Executive shall\nbe subject to the \"non-compete\" provisions of Section 3(c) of the Employment\nAgreement, without regard to the time periods set forth in said Section 3(c) of\nthe Employment Agreement.\n\n 4. Miscellaneous\n -------------\n\n (a) This Agreement shall be governed by and construed in accordance\nwith the laws of the State of Colorado, without reference to principles of\nconflict of laws. The Company agrees to pay the cost as incurred of any\narbitration or legal proceedings initiated by either party under this Agreement,\nincluding Executive's legal fees; provided, however, that Executive shall have\nthe obligation to reimburse the Company for expenses advanced to him by the\nCompany if it is finally determined by an arbitrator (or otherwise in a legal\nproceeding) that Executive's position was frivolous and without merit.\n\n (b) This Agreement shall be binding on Executive, the Company, and\ntheir respective heirs, successors and assigns, including without limitation any\ncorporation or other entity into which the Company may be merged, reorganized or\nliquidated, or by which may be acquired. Because the obligations to be performed\nby Executive hereunder are unique based upon his skills and qualifications,\nExecutive's obligations under this Agreement may not be assigned.\n\n 2\n\n \n (c) The parties agree that, except as expressly provided in Sections\n1(b)(ii), 2(a), 2(b), and 3 of this Agreement, the Employment Agreement and the\nChange of Control Employment Agreement are both superseded in their entirety by\nthis Agreement.\n\n IN WITNESS WHEREOF, the parties have executed this Agreement, as of\nthe date and year first written above.\n\n\n NEWMONT MINING CORPORATION\n\n\n \/s\/ Timothy J. Schmitt\n ------------------------------------\n By: Timothy J. Schmitt\n Vice President and Secretary\n\n\n \/s\/ Ronald C. Cambre\n ------------------------------------\n Ronald C. Cambre\n\n 3\n\n \n Exhibit A\n ---------\n\n<\/pre>\n
\n
\nBase Salary $400,000
\n———– <\/p>\nAggregate Monthly Compensation The sum of the Monthly Compensation Figures (as defined
\n—————————— in the next sentence) for the 36 months preceding the
\n month of Executive’s termination as Chairman of the
\n Board. The “Monthly Compensation Figure” for any
\n month shall equal the sum of (i) base salary payments
\n paid to Executive during such month (including any
\n payments of Base Salary pursuant to this Agreement) and
\n (ii) bonuses paid to Executive during such month, if
\n any.<\/p>\n
Fringe Benefits and Perquisites During the Term, the Company will continue to provide
\n——————————- to Executive all perquisites and fringe benefits that
\n it provided to Executive immediately prior to the
\n Effective Date on the same terms and to the same degree
\n that it provided such perquisites and fringe benefits
\n immediately prior to the Effective Date, including,
\n without limitation, (i) Company-paid club memberships
\n in place on the Effective Date; (ii) use of the
\n Company’s apartment in New York; (iii) financial
\n planning services; (iv) an annual medical examination;
\n (v) reimbursements for all out-of-pocket expenses for
\n Company-related activities in accordance with Company
\n policies; and (vi) participation in the Director’s
\n Charitable Gift Program and the Company Matching
\n Charitable Gift Program<\/p>\n
Office and Secretarial Support During the Term and for the life of Executive following
\n—————————— the Term, the Company will provide Executive with
\n reasonable office and secretarial support on an “as
\n required” basis, through the Company’s corporate
\n headquarters office (currently in Denver, Colorado) or
\n such other location as shall be mutually agreed upon by
\n Executive and the Company from time to time.
\n<\/c><\/s><\/table>\n
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