exv10w1



 




Exhibit 10.1




EMPLOYMENT AGREEMENT




THIS AGREEMENT made as of the 1st day of November, 2003




BETWEEN:





IVANHOE MINES LTD, a corporation continued under the laws of the Yukon
Territory, having an office at Suite 654 – 999 Canada Place, Vancouver, British
Columbia, Canada, V6C 3E1




(the “Company”)



AND:





JOHN
MACKEN, of 31C Weston Avenue, Somerville, Massachusetts, 02144




(the “Executive”)



WHEREAS:





	A.  	the Company is an international mining exploration and development company;
	 
	B.  	the Executive has extensive experience in the international mining industry;
	 
	C.  	the Company wishes to have the Executive serve as the President of the Company; and
	 
	D.  	the parties hereto wish to enter into this agreement to set forth the terms and conditions
applicable to the employment of the Executive in such capacity.




NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto, in consideration of the premises
and of the respective covenants and agreements on the part of those herein contained, do hereby
covenant each with the other as follows:





PART 1



DEFINITIONS AND INTERPRETATION




Definitions





	1.1  	In this Agreement, the following terms shall have the meanings ascribed
thereto:
	 
	   	“Agreement” means this agreement and all amendments made to it by written agreement
between the Company and the Executive;
	 
	   	“Board” means the board of directors of the Company;




 









 




	   	“Business Day” means a day other than Saturday, Sunday or statutory holiday in
British Columbia;
	 
	   	“Change of Control” means an event occurring after the Commencement Date pursuant to
which:






	 	(a)  	a merger, amalgamation, arrangement, consolidation,
reorganization or transfer takes place in which securities of the Company
possessing more than 50% of the total combined voting power of the Company’s
outstanding voting securities are acquired by a person or persons different
from the persons holding those voting securities immediately prior to such
event, and the composition of the Board following such event is such that the
directors of the Company prior to the transaction constitute less than 50% of
the Board membership following the event;
	 
	 	(b)  	any person, or any combination of persons acting jointly
or in concert by virtue of an agreement, arrangement, commitment or
understanding acquires, directly or indirectly, 50% or more of the voting
rights attached to all outstanding voting securities; or
	 
	 	(c)  	any person, or any combination of persons acting jointly
or in concert by virtue of an agreement, arrangement, commitment or
understanding acquires, directly or indirectly, the right to appoint a
majority of the directors of the Company; or
	 
	 	(d)  	the Company sells, transfers or otherwise disposes of all
or substantially all of its assets, except that no Change of Control will be
deemed to occur if such sale or disposition is made to a subsidiary or
subsidiaries of the Company.






	   	“Disability” means a physical or mental incapacity of the Executive that has
prevented the Executive from performing the duties customarily assigned to the
Executive for one hundred and eighty (180) days, whether or not consecutive, out of
any twelve (12) consecutive months and that in the opinion of the Board is likely to
continue; and





Interpretation





	1.2  	For the purposes of this Agreement, except as otherwise expressly provided:






	 	(a)  	“this Agreement” means this Agreement, including the schedules
hereto, and not any particular part, section or other portion hereof, and
includes any agreement, document or instrument entered into, made or delivered
pursuant to the terms hereof, as the same may, from time to time, be
supplemented or amended and in effect;




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	 	(b)  	all references in this Agreement to a designated “part”,
“section” or other subdivision or to a schedule are references to the
designated part, section, or other subdivision of, or schedule to, this
Agreement;
	 
	 	(c)  	the words “hereof”, “herein”, “hereto” and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any
particular part, section or other subdivision or schedule unless the context or
subject matter otherwise requires;
	 
	 	(d)  	the division of this Agreement into parts, sections and other
portions and the insertion of headings are for convenience of reference only
and are not intended to interpret, define or limit the scope, extent or intent
of this Agreement or any provision hereof;
	 
	 	(e)  	unless otherwise provided herein, all references to currency in
this Agreement are to lawful money of the United States of America and all
amounts to be calculated or paid pursuant to this Agreement are to be
calculated in lawful money of the United States of America;
	 
	 	(f)  	the singular of any term includes the plural, and vice versa,
and the use of any term is generally applicable to any gender and, where
applicable, a body corporate, firm or other entity, and the word “or” is not
exclusive and the word “including” is not limiting whether or not non-limiting
language (such as “without limitation” or “but not limited to” or words of
similar import) is used with reference thereto; and
	 
	 	(g)  	all references to “approval”, “authorization”, “consent” or
“direction” in this Agreement means written approval, authorization, consent or
direction.






PART 2



EMPLOYMENT




Employment



2.1 The Company shall employ the Executive and the Executive shall perform
services on behalf of the Company as its employee as provided herein during the Period of Active
Employment (as hereinafter defined).




Period of Active Employment



2.2 In this Employment Agreement, “Period of Active Employment” shall mean the
period beginning January 1, 2004 (the “Commencement Date”) and terminating on the date on which the
first of the following occurs:





	 	(a)  	the termination of the Executive’s employment by the Company
for cause as provided in Section 6.1 hereof;
	 
	 	(b)  	the resignation of employment by the Executive pursuant to
Section 6.2;




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	 	(c)  	the termination of this Employment Agreement pursuant to
Section 6.3;
	 
	 	(d)  	the Disability of the Executive; or
	 
	 	(e)  	the death of the Executive.





Place of Employment



2.3 The Executive’s place of work will be the Company’s offices in Singapore
and/or such other place or places as determined by the Board in consultation with the Executive but
the Company may require the Executive to work at any place throughout the world on a temporary
basis.





PART 3



POSITION




Capacity and Services



3.1 The Company shall employ the Executive as President of the Company. As such,
the Executive shall perform such duties and have such authority as may from time to time be
assigned, delegated or limited by the Board. The Executive shall perform these duties in
accordance with the charter documents and by-laws of the Company, the instructions of the Board,
Company policy, applicable law and the rules and policies of each stock exchange upon which
securities of the Company may be listed from time to time.




Board Appointment



3.2 Subject to all requisite corporate and stock exchange approvals, the
Executive will be appointed to the Board as soon as reasonably practicable following the
Commencement Date.




Full Time and Attention



3.3 The Executive shall devote one hundred percent (100%) of the Executive’s
business time to the Executive’s duties hereunder. The Executive may, however, serve as a member
of the board of directors of another company if the Board, or an appropriate committee thereof,
determines in its sole discretion that such membership is not adverse to the interests of the
Company.




Conflicts of Interest



3.4 The Executive agrees that as an executive officer of the Company, he shall
refer to the Board all matters and transactions in which a potential conflict of interest between
the Executive and the Company may arise and shall not proceed with such matters or transactions
until the Board’s express approval thereof is obtained. For purposes of clarification, this
Section 3.4 is not intended to limit in any way the Executive’s other fiduciary obligations to the
Company which may arise in law or equity.




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PART 4



COMPENSATION AND BENEFITS




Compensation



4.1 The base salary rate (“Base Salary”) of the Executive shall be $300,000 per
year net of all applicable taxes and payable monthly on the last business day of each month.




Benefits



4.2 The Company shall provide the Executive and his dependent immediate family
members with the same comprehensive medical, dental, life, disability and related insurance
coverage as are available to the other executive officers of the Company.




Incentive Stock Options



4.3 Subject to all requisite corporate and stock exchange approvals, the
Executive will receive incentive stock options exercisable to purchase up to 1,000,000 common
shares of the Company pursuant to the Company’s Employees’ and Directors’ Equity Incentive Plan
(the “Plan”) at a price per common share determined in accordance with the terms of the Plan. The
Executive’s incentive stock options will vest and become exercisable in accordance with the
following schedule:





	 	(a)  	options in respect of an initial 250,000 common shares
will become exercisable as of the Commencement Date;
	 
	 	(b)  	options in respect of an additional 250,000 common shares
will become exercisable as of the first (1st) anniversary of the
Commencement Date;
	 
	 	(c)  	options in respect of an additional 250,000 common shares
will become exercisable as of the second (2nd) anniversary of the
Commencement Date; and
	 
	 	(d)  	options in respect of the remaining 250,000 common shares
will become exercisable as of the third (3rd) anniversary of the
Commencement Date.




Subject to earlier termination pursuant to the terms of the Plan, any of the Executive’s incentive
stock options remaining unexercised as of the tenth (10th) anniversary of the
Commencement Date will, as of that date, expire and cease to be exercisable. In addition to the
incentive stock options referred to above, the Executive will also be eligible to receive
additional incentive stock option grants from time to time whenever the Board’s compensation
committee determines that it is appropriate to grant additional incentive stock options to the
Company’s senior executive officers. All such grants will be made pursuant to, and in accordance
with the terms of, the Plan.




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Housing



4.4 Upon the Executive’s relocation to Singapore, at the Executive’s election,. the
Company shall either:





	 	(a)  	provide appropriate, executive class, fully furnished
accommodation in Singapore for the Executive and his family in which case the
Company shall pay the rental upkeep, maintenance and utilities; or
	 
	 	(b)  	provide a payment in lieu of such accommodation equal to
the cost of providing accommodation, rental upkeep, maintenance and utilities
equivalent to that described in subsection 4.4 (a).





Vacation



4.5 The Executive is entitled to take four (4) weeks vacation per calendar year
in accordance with the Company’s policies and practices in effect at the relevant time for senior
executives and subject to the needs of the Company. Notwithstanding the foregoing, any vacation of
greater than 10 consecutive Business Days in length shall require the approval of the Board.




Airfares



4.6 At the Executive’s request, during each calendar year of the Period of Active
Employment, the Company will furnish up to two (2) first class (or equivalent) airline tickets and
up to two (2) economy class (or equivalent) airline tickets to the Executive or such members of his
immediate family as he may designate from any point of departure to any destination in the world
regularly served by an international airline.




Expenses Incidental to Employment



4.7 The Company shall reimburse the Executive in accordance with its normal
policies and practices for the Executive’s travel and other expenses or disbursements reasonably
and necessarily incurred or made in connection with the Company’s business. The Executive will
furnish the Company with an itemized account of his expenses in such form or forms as may
reasonably be required by the Company and at such times or intervals as may be required by the
Company.




Taxes and Work Permits



4.8 The Company shall be solely responsible for paying all income taxes and other
taxes payable in respect of the Executive’s Base Salary and the benefits and perquisites described
in Sections 4.2, 4.4 and 4.6. The Executive shall assist the Company in attaining such work permits
as may be required to perform his duties hereunder, during the Period of Active Employment.




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PART 5



CONFIDENTIALITY AND NON-COMPETITION




Non-Competition



5.1 The Executive acknowledges that the Executive’s services are unique and
extraordinary. The Executive also acknowledges that the Executive’s position will give the
Executive access to confidential information of substantial importance to the Company and its
business. During the Non-Competition Period (as hereinafter defined), the Executive shall not,
either individually or in partnership or jointly or in conjunction with any other person, entity or
organization, as principal, agent, consultant, lender, contractor, employer, employee, investor,
shareholder or in any other manner, directly or indirectly, advise, manage, carry on, establish,
control, engage in, invest in, offer financial assistance or services to, or permit the Executive’s
name or any part thereof to be used by any business in any jurisdiction in which Executive knows or
ought reasonably to have known that the Company is conducting business, that competes with the
business of the Company, its parent, affiliated or subsidiary companies, or any business in which
the Company, its parent, affiliated or subsidiary companies is engaged (the “Business”). For
purposes of this Agreement, “Non-Competition Period” means a period beginning on the date hereof
and ending at the later of:





	 	(a)  	twelve (12) months after the end of the Period of Active Employment; or
	 
	 	(b)  	such other period for which the Executive shall receive
compensation pursuant to the terms of this Agreement.





Other Executives



5.2 The Executive agrees that during the Non-Competition Period, neither the
Executive nor any entity with whom the Executive is at the time associated, related or affiliated
shall, directly or indirectly, hire or offer to hire or entice away or in any other manner persuade
or attempt to persuade any officer, employee or agent of the Business to discontinue or alter any
one of their or its relationships with the Company.




Confidentiality



5.3 Except in the normal and proper course of the Executive’s duties hereunder,
the Executive will not use for the Executive’s own account or disclose to anyone else, during or
for a period of three (3) years after the Period of Active Employment, any confidential or
proprietary information or material relating to the Company’s operations or business which the
Executive obtains from the Company or its officers or employees, agents, suppliers or customers or
otherwise by virtue of the Executive’s employment by the Company or by the Company’s predecessor.
Confidential or proprietary information or material includes, without limitation, the following
types of information or material, both existing and contemplated, regarding the Company or its
parent, affiliated or subsidiary companies: corporate information, plans, strategies, tactics,
policies, resolutions, litigation or negotiations, financial information, including debt
arrangements, equity structure, investors and holdings; operational and scientific information,
technical information, and personnel information, including personnel lists, resumes, personnel
data, organizational structure and performance evaluations (the “Confidential Information”).




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Return of Documents



5.4 The Executive agrees that all documents of any nature pertaining to
activities of the Company and to its parent and their respective affiliated, related, associated or
subsidiary companies, including Confidential Information, in the Executive’s possession now or at
any time during the Period of Active Employment, are and shall be the property of the Company and
its parent, and their respective affiliated, related, associated or subsidiary companies, and that
all such documents and all copies of them shall be surrendered to the Company whenever requested by
the Company.




Invalidity



5.5 If any court determines that any provision contained in this Agreement
including, without limitation, a restrictive covenant or any part thereof is unenforceable because
of the duration or geographical scope of the provision or for any other reason, the duration or
scope of the provision, as the case may be, shall be reduced so that the provision becomes
enforceable and, in its reduced form, the provision shall then be enforceable and shall be
enforced.




Acknowledgement



5.6 The Executive acknowledges that, in connection with the Executive’s
employment by the Company, the Executive will receive or will become eligible to receive
substantial benefits and compensation. The Executive acknowledges that the Executive’s employment
by the Company and all compensation and benefits and potential compensation and benefits to the
Executive from such employment shall be conferred by the Company upon the Executive only because
and on condition of the Executive’s willingness to commit the Executive’s best efforts and loyalty
to the Company, including protecting the Company’s right to have its Confidential Information
protected and abiding by the confidentiality, non-competition and other provisions herein. The
Executive understands the Executive’s duties and obligations as set forth in this Agreement and
agrees that such duties and obligations would not unduly restrict or curtail the Executive’s
legitimate efforts to earn a livelihood following any termination of the Executive’s employment
with the Company. The Executive agrees that the restrictions contained in this Part 5 are
reasonable and valid and all defences to the strict enforcement thereof by the Company are waived
by the Executive. The Executive further acknowledges that irreparable damage would result to the
Company if the provisions of Sections 5.1 through 5.4 are not specifically enforced, and agrees
that the Company shall be entitled to any appropriate legal, equitable, or other remedy, including
injunctive relief, in respect of any failure or continuing failure to comply with the provisions of
Sections 5.1 through 5.4.




Corporate Opportunities



5.7 Any business opportunities related to the business of the Company which become
known to the Executive during the period of his employment hereunder must be fully disclosed and
made available to the Board by the Executive and the Executive agrees not to take or omit to take
any action if the result would be to divert from the Company any opportunity which is within the
scope of its Business as known to the Executive from time to time.




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Passive Investment



5.8 Notwithstanding anything in this Article, nothing in this Agreement shall be
deemed to prevent or prohibit the Executive from owning shares in a publicly listed company as a
passive investment, so long as the Executive does not own more than five per cent (5%) of the
shares thereof.





PART 6



TERMINATION AND RESIGNATION




Termination for Cause



6.1 The Company may immediately terminate this Agreement at any time for cause by
written notice to the Executive. Without limiting the foregoing, any one or more of the following
events shall constitute cause:





	 	(a)  	the Executive’s failure to carry out his duties hereunder
in a competent and professional manner;
	 
	 	(b)  	the Executive’s appropriation of corporate opportunities for
his direct or indirect benefit or his failure to disclose any material conflict
of interest;
	 
	 	(c)  	the Executive’s failure to disclose material facts
concerning his business interests or employment by other than the Company;
	 
	 	(d)  	the existence of cause for termination of the Executive at
common law resulting from any recognized grounds for termination for cause,
including, without limiting the generality of the foregoing, fraud, dishonesty,
illegality, breach of statute or regulation, or gross incompetence;
	 
	 	(e)  	the Executive’s breach of fiduciary duty to the Company;
	 
	 	(f)  	the Executive’s material breach of this Agreement or gross
negligence in carrying out his duties under this Agreement;
	 
	 	(g)  	the failure of or refusal by the Executive to follow the
reasonable and lawful directions of the Board or to comply with the policies,
rules and regulations of the Company (except to the extent that such policies,
rules and regulations expressly conflict with the provisions of this
Agreement);
	 
	 	(h)  	any conduct which would materially impair or prevent the
Executive from continuing as an officer or director of the Company under
applicable corporate or securities laws, or the rules and policies of any stock
exchange or securities market upon which the Company’s shares are listed from
time to time;
	 
	 	(i)  	the Executive’s plea of guilty to or conviction of an offence
punishable by imprisonment; or




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	 	(j)  	a declaration of the Executive’s bankruptcy by a court of
competent jurisdiction.




If the Company terminates this Agreement for cause under this Section 6.1, the Company shall not be
obligated to make any further payments under this Agreement, except for the payment of any Base
Salary due and owing pursuant to Section 4.1 at the time of termination and reasonable expenses due
and owing pursuant to Section 4.5 at the time of the termination. If the Company terminates this
Agreement for cause under this Section 6.1, all vested incentive stock options will remain
exercisable for a period of six months from the date of termination and all unvested incentive
stock options will immediately terminate.




Resignation by Executive



6.2 The Executive shall give the Company not less than eight (8) weeks notice of
the resignation of the Executive’s employment hereunder. The Company may waive or abridge any
notice period specified in such notice, in its absolute discretion. If the Executive resigns the
Executive’s employment and terminates this Agreement for any reason, the Company shall have no
further obligations or responsibilities hereunder to the Executive, and nothing herein contained
shall be construed to limit or restrict in any way the Company’s ability to pursue any remedies it
may have at law or equity pursuant to the provisions of this Agreement. Notwithstanding the
foregoing, all of the Executive’s vested incentive stock options will remain exercisable for a
period of six months from the date that the Executive’s employment terminates.




Termination Without Cause



6.3 The Company may terminate this Agreement at any time without cause or upon
the Disability of the Executive by providing the Executive with a lump sum payment of an amount
equal to twelve monthly payments of the Executive’s Base Salary. The payments provided for in this
Section 6.3 shall be inclusive of the Executive’s entitlement to notice and severance pay at common
law or by statute. Notwithstanding the foregoing, all of the Executive’s unexercised stock options,
vested or unvested, will be deemed to have vested and will remain exercisable for a period of six
months from the date that the Executive’s employment terminates.




Termination of Employment after Change of Control



6.4 If a Change of Control occurs and this Agreement is terminated by the Company
within twelve (12) months of such Change of Control, the Executive shall be entitled to receive a
lump sum payment in an amount equal to an amount equal to twelve (12) monthly payments of the
Executive’s Base Salary. The Company shall not be obligated to make any further payments under this
Agreement, except for the payment of any reasonable expenses due and owing pursuant to Section 4.7.
Notwithstanding the foregoing, all of the Executive’s unexercised stock options, vested or
unvested, will be deemed to have vested and will remain exercisable for a period of six months from
the date that the Executive’s employment terminates.




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Benefits on Termination



6.5 If this Agreement is terminated in accordance with Section 6.3 or Section
6.4, the benefits provided to the Executive pursuant to Section 4.2 shall continue for the amount
of months of Base Salary the Executive is entitled to following the termination of this Agreement
pursuant to this Part or until the Executive commences alternative employment, whichever occurs
first.




Results of Termination



6.6 Upon termination or resignation of the Executive’s employment pursuant to
this Part, this Agreement and the employment of the Executive shall be wholly terminated with the
exception of the clauses specifically contemplated to continue in full force and effect beyond the
termination of this Agreement, including those set out in Part 5.





PART 7



REPRESENTATIONS AND WARRANTIES




No Breach



7.1 The Executive represents and warrants to the Company that the execution and
performance of this Agreement will not result in or constitute a default, breach, violation or
event that, with notice or lapse of time or both, would be a default, breach or violation of any
understanding, agreement or commitment, written or oral, express or implied, to which the Executive
is currently a party or by which the Executive or the Executive’s property is currently bound.




Indemnity



7.2 The Executive shall defend, indemnify and hold the Company harmless from any
liability, expense or claim (including solicitor’s fees incurred in respect thereof) by any person
in any way arising out of, relating to, or in connection with any incorrectness or breach of the
representations and warranties in Section 7.1.




Right of Termination



7.3 The Executive acknowledges that a breach of this Part by the Executive shall
entitle the Company to terminate the Executive’s employment and this Agreement for cause.





PART 8



MISCELLANEOUS PROVISIONS




Rights and Waivers



8.1 All rights and remedies of the parties are separate and cumulative, and none
of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or
remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies
which either of the parties may have.




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Waiver



8.2 Any purported waiver of any default, breach or non-compliance under this
Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No
waiver shall be inferred from or implied by any failure to act or delay in acting by a party in
respect of any default, breach or non-observance or by anything done or omitted to be done by the
other party. The waiver by a party of any default, breach or non-compliance under this Agreement
shall not operate as a waiver of that party’s rights under this Agreement in respect of any
continuing or subsequent default, breach or non-observance (whether of the same or any other
nature).




Severability



8.3 Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability and shall be severed from the balance of this Agreement, all without affecting the
remaining provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.




Notices



8.4 Any notice, certificate, consent, determination or other communication
required or permitted to be given or made under this Agreement shall be in writing and shall be
effectively given and made if (i) delivered personally, (ii) sent by prepaid same day courier
service, or (iii) sent by fax or other similar means of electronic communication, in each case to
the applicable address set out below:




                              if to the Company, to:



                              Suite 654

                              999 Canada Place

                              Vancouver, British Columbia

                              V6C
3E1



                              Attention: Corporate Secretary

                              Fax: (604) 682-2060



                              if to the Executive, to:



                              John Macken

                              31C Weston Avenue

                              Somerville, Massachusetts

                              02144



                              Fax: l


Any such communication so given or made shall be deemed to have been given or made and to have been
received on the day of delivery if delivered personally or by courier service, or on the




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day of faxing or sending by other means of recorded electronic communication, provided that the day
in either event is a Business Day and the communication is so delivered, faxed or sent prior to
4:30 p.m. (local time at destination) on that day. Otherwise, the communication shall be deemed to
have been given and made and to have been received on the next following Business Day. Any such
communication given or made in any other manner shall be deemed to have been given or made and to
have been received only upon actual receipt. Any party may from time to time change its address
under this Section 8.4 by notice to the other party given in the manner provided by this Section
8.4.




Time of Essence




8.5 Time shall be of the essence of this Agreement in all respects.




Successors and Assigns



8.6 This Agreement shall enure to the benefit of, and be binding on, the parties
and their respective heirs, administrators, executors, successors and permitted assigns. The
Company shall have the right to assign this Agreement to any successor (whether direct or indirect,
by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company provided only that the Company must first require
the successor to expressly assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession had taken place.
The Executive by the Executive’s signature hereto expressly consents to such assignment. The
Executive shall not assign or transfer, whether absolutely, by way of security or otherwise, all or
any part of the Executive’s rights or obligations under this Agreement without the prior consent of
the Company, which may be arbitrarily withheld.




Amendment



8.7 No amendment of this Agreement will be effective unless made in writing and
signed by the parties.




Entire Agreement



8.8 This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written. There are no conditions,
warranties, representations or other agreements between the parties in connection with the subject
matter of this Agreement (whether oral or written, express or implied, statutory or otherwise)
except as specifically set out in this Agreement.




Governing Law



8.9 This Agreement shall be governed by and construed in accordance with the laws
of the Province of British Columbia and the laws of Canada applicable in that Province and shall be
treated, in all respects, as a British Columbia contract.




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Headings



8.10 The division of this Agreement into Parts and Sections and the insertion of
headings are for convenience or reference only and shall not affect the construction or
interpretation of this Agreement.




Full Satisfaction



8.11 The terms set out in this Agreement, provided that such terms are satisfied by
the Company, are in lieu of (and not in addition to) and in full satisfaction of any and all other
claims or entitlements which the Executive has or may have upon the termination of the Executive’s
employment pursuant to Part 6 and the compliance by the Company with these terms will affect a full
and complete release of the Company and its parent and their respective affiliates, associates,
subsidiaries and related companies from any and all claims which the Executive may have for
whatever reason or cause in connection with the Executive’s employment and the termination of it,
other than those obligations specifically set out in this Agreement. In agreeing to the terms set
out in this Agreement, the Executive specifically agrees to execute a formal release document to
that effect and will deliver upon request appropriate resignations from all offices and positions
with the Company and its parent and their respective affiliated, associated subsidiary or
affiliated companies if, as and when requested by the Company upon termination of the Executive’s
employment within the circumstances contemplated by this Agreement.




[remainder of page intentionally left blank]




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Executive Acknowledgements




8.12 The Executive acknowledges that:





	 	(a)  	the Executive has had sufficient time to review this
Agreement thoroughly;
	 
	 	(b)  	the Executive has read and understands the terms of this
Agreement and the obligations hereunder;
	 
	 	(c)  	the Executive has been given an opportunity to obtain
independent legal advice concerning the interpretation and effect of this
Agreement; and
	 
	 	(d)  	the Executive has received a fully executed counterpart
copy of this Agreement.






	 	    	IN WITNESS WHEREOF the parties have executed counterpart copies of this Agreement.





	 	 	 	 	 
	“J. Lindsay”	 	“John Macken”	 	 
	Witness

	 	JOHN MACKEN
	 	 
	 
	 	 	 	 
	 	 	 	 	 
	

	 	IVANHOE MINES LTD.	 	 
	 
	

	 	Per: “Raymond E. Flood”	 	 
	

	 	         Name: Raymond E. Flood	 	 
	

	 	         Title: Deputy Chairman	 	 







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