Amended and Restated Letter Agreement



 Exhibit 10.2 
  

			
		  	 Peter Bradford
 C/- 10901 W. Toller Drive, Ste
300
 Littleton CO 80127
 UNITED STATES


 November 1, 2007 
 Board of Directors 
 Golden Star Resources Ltd. 
 10901
W. Toller Drive, Ste 300 
 Littleton CO 80127 
 UNITED STATES

 Dear Sirs, 
 AMENDED AND RESTATED NOTICE OF RESIGNATION

 Pursuant to the Employment Agreement dated April 30, 2004, as amended, between Peter Bradford (the “Employee”) and Golden Star Resources
Ltd. (“the “Corporation”), I, the Employee, on August 1, 2007 delivered “Notice of Resignation” as Director, President and Chief Executive Officer of the Corporation and any appointments as a director and/or officer of
the Corporation, effective December 31, 2007, or such other date that the parties agree following the appointment of a successor President and Chief Executive Officer (the “Separation Date”). The Employee and the Corporation have
determined that it is necessary to amend and restate such Notice of Resignation to better reflect the agreement of the parties, and this Amended and Restated Notice of Resignation hereby amends and restates the original Notice of Resignation in its
entirety, effective as of August 1, 2007. The parties hereby agree that the Corporation will be responsible for the following: 
  

	 	1.	Payment of salary to the Employee at a rate of US$500,000 per annum on a monthly basis, in arrears, through the Separation Date; 

  

	 	2.	Payment of bonus for 2007 to the Employee, in April 2008, in accordance with the Executive Management Bonus Scheme; 

  

	 	3.	Payment of all accrued benefits to the Separation Date to the Employee; 

  

	 	4.	Immediate vesting of all options granted to the Employee and the extension of the exercise date of such options until the second anniversary of the Separation Date;


  

	 	5.	Provision of medical benefits and insurance, or payment in lieu, to the Employee until the first anniversary of the Separation Date; 









	 	6.	Storage and shipment of Employee’s personal effects in the United States and Ghana to the Employee’s future residence in Coffs Harbour, Australia, all at the cost of the
Corporation; and 

  

	 	7.	The purchase by the Corporation of the Employee’s KIA Sorrento in Ghana for US$25,000, payable on December 31, 2001. 

 In addition, to the above mentioned compensation conditions, which are fixed, irrespective of the date of the Separation Date, the Corporation and the Employee shall
execute as of the Separation Date, a mutual comprehensive release of all claims which either may have against the other, except only amounts to be paid by the Corporation to the Employee following the Separation Date as provided above. 

The signed acknowledgement, by the Chairman of the Board, shall constitute the Corporation’s agreement of the terms and conditions provided above. 
  

					
		 		 	
			
	/s/ Peter Bradford	 		 	November 1, 2007
	Peter Bradford	 		 	Date

  

					
	 Acknowledged and Agreed:
  
 Golden Star Resources Ltd.
	 		 	
			
	/s/ Ian MacGregor	 		 	November 1, 2007
	Ian MacGregor (Chairman)	 		 	Date
	  
 Acknowledged and Agreed:
  
 Caystar Management Holdings
	 		 	
			
	/s/ Thomas Mair	 		 	November 1, 2007
	Thomas Mair (Director)	 		 	Date

  

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