Exhibit 4.30


 


Deed
of Indemnity


 


Randgold
Resources Limited


 


and


 


Jemal-ud-din
Kassum


 


31
JANUARY 2014


 




    	 



    	 



    

  


THIS
DEED is made on 31 JANUARY 2014


 


BETWEEN


 


		(1)	RANDGOLD
                                         RESOURCES LIMITED, (No. 62686) registered in Jersey whose registered office is at
                                         3rd Floor, Unity Chambers, 28 Halkett Street, St. Helier, Jersey JE2 4WJ (the
                                         “Company”); and



 


		(2)	JEMAL-UD-DIN
                                         KASSUM of 2826 39th St. NW, Washington DC 20007, USA (the “Director”)



 


THE
PARTIES AGREE AS FOLLOWS:


 


		1.	INTERPRETATION



 


		1.1	In
                                         this deed, “Law” means the Jersey (Companies) Law 1991 (as amended
                                         from time to time);



 


		1.2	The
                                         headings in this deed shall not affect its interpretation.



 


		1.3	References
                                         in this deed to statutory provisions shall be construed as references to those statutory
                                         provisions as amended or re-enacted or both from time to time and shall include any substantive
                                         legislation made under the statutory or legislative provision (whether with or without
                                         modification).



 


		1.4	References
                                         to clauses or schedules, unless otherwise stated, are to clauses or schedules to this
                                         deed.



 


		2.	INDEMNITY



 


		2.1	Save
                                                                                                                           as provided in clause 3, the Company hereby agrees (without prejudice to any other indemnity
                                                                                                                           to which the Director may otherwise be entitled) to indemnify and keep indemnified and
                                                                                                                           hold harmless the Director out of the assets of the Company against all claims, liabilities,
                                                                                                                           costs, charges, expenses or losses (including, without limitation, reasonable attorneys
                                                                                                                           fees and costs, expert witness fees and reasonable travel expenses incurred with the
                                                                                                                           prior written consent of the Company) (“Liability” or “Liabilities”) which may be made against
                                                                                                                           him or which he may suffer or incur as a consequence of,                                          or which relate to or arise
                                                                                                                           from, directly or indirectly, the actual or purported execution                                          or discharge of his
                                                                                                                           duties or responsibilities or the exercise or purported exercise                                          of his powers or
                                                                                                                           discretions as a director or officer or employee of the Company or any                                          other
                                                                                                                           companies of which he has been requested to act as director or other such officer                                          by
                                                                                                                           the Company (“Associated Companies”) or otherwise in relation thereto
                                                                                                                           or in connection therewith, including (but without limitation) any Liability reasonably
                                                                                                                           suffered or incurred by the Director in disputing, defending, investigating or providing
                                                                                                                           evidence in connection with any actual, threatened or alleged claims, demands, investigations
                                                                                                                           or proceedings (whether civil or criminal) (and for the purpose of this clause 2 alleged
                                                                                                                           claims, demands, investigations or proceedings shall include any allegations made formally
                                                                                                                           or informally by reports in the press, public statement or other media) and any Liability
                                                                                                                           reasonably incurred or suffered in relation to any reasonable settlement in respect of
                                                                                                                           any actual, threatened or alleged claims, demands, investigations or proceedings (whether
                                                                                                                           civil or criminal).



 


		2.2	Without
                                         prejudice to the generality of the indemnity in clause 2.1 above and subject always to
                                         the provisions of clause 3.2, the Company shall pay the reasonable legal and other expenses
                                         (the “Costs”) incurred by the Director in defending any claim, action
                                         or proceedings (whether civil, criminal or regulatory) in connection with the actual
                                         or purported execution and/or discharge of the duties of his office and/or the actual
                                         or purported exercise of his powers or discretions and/or otherwise in relation thereto
                                         or in connection with any application under Article 212 of the Law other than in case
                                         of claims,



 




    	1



    	 



    

  


actions
or proceedings (whether civil or criminal) brought by the Company or any Associated Companies provided that the Director shall
repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection
with the matters referred to above) in the event that the Director is convicted or judgment is given against him in the proceedings
or the court refuses to grant the Director relief on the application on the date on which the conviction, judgment or refusal
of relief (as applicable) becomes final.


 


		3.	EXCLUSIONS
                                         AND LIMITATIONS



 


		3.1	The
                                         Director shall not be entitled to be indemnified by the Company under the terms of the
                                         indemnity in clause 2.1 in relation to any Liability which is incurred by him:



 


		(a)	to
                                         the Company or any Associated Companies (as applicable);



 


		(b)	to
                                         pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority
                                         by way of a penalty in respect of non-compliance with any requirement of a regulatory
                                         nature (howsoever arising);



 


		(c)	in
                                         defending any criminal proceedings in which he is convicted and such conviction has become
                                         final;



 


		(d)	in
                                         defending any civil proceedings brought by the Company or any Associated Companies in
                                         which a final judgment is given against him;



 


		(e)	in
                                         connection with any application under Article 212 of the Law in which the court refuses
                                         to grant him relief and such refusal has become final; or



 


		(f)	where
                                         otherwise prohibited by the Law or any other applicable law.



 


		3.2	The
                                         indemnity in clause 2.1 and/or undertaking to discharge costs in clause 2.2 shall not
                                         apply to the extent that:



 


		(a)	the
                                         Liability is recovered from any insurers;



 


		(b)	the
                                         Liability or Costs (as the case may be) are prohibited by the Law or otherwise by virtue
                                         of any rule of law;



 


		(c)	the
                                         Liability is in respect of death or personal injury or similar matters within the scope
                                         (ignoring any exclusions) of the Company’s employer liability insurance from time
                                         to time;



 


		(d)	a
                                         Liability arises from an act or omission of the Director which is shown to have been
                                         in bad faith (including one involving fraud or fraudulent concealment by the Director)
                                         or arising from the Director’s gross negligence or wilful default or his acting
                                         beyond the scope of his authority;



 


		(e)	the
                                         Director has received a financial benefit to which he is not entitled;



 


		(f)	it
                                         relates to tax or social security charges (including National Insurance) payable on remuneration
                                         or other benefits received by such Director.



 


		3.3	The
                                         Director shall continue to be indemnified under the terms of the indemnity in clause
                                         2.1, notwithstanding that he may have ceased to be a director of the Company, for six
                                         years following the date of such cessation.



 


		4.	CONDUCT
                                         AND SETTLEMENT OF CLAIMS



 


		4.1	Clauses
                                         4.2 and 4.3 shall apply in circumstances where:



 






    	2



    	 



    

 


		(a)	the
                                         Director becomes aware of any facts or circumstances which may lead to the Company being
                                         required to make any payment under clause 2;



 


		(b)	the
                                         Director is or may be entitled to make recovery from some other person (including
                                         under any applicable directors’ and officers’ insurance policy) of any sum
                                         in respect of any facts or circumstances by reference to which the Director has or may
                                         have a claim against the Company under clause 2; or



 


		(c)	the
                                         Company shall have paid to the Director an amount in respect of a claim under clause
                                         2 and subsequent to the making of such payment the Director becomes or shall become entitled
                                         to recover from some other person (including as aforesaid) a sum which is referable to
                                         that payment.



 


		4.2	The
                                         Director shall:



 


		(a)	subject
                                         to the Company indemnifying the Director to his reasonable satisfaction against all reasonable
                                         Liabilities which may properly be incurred by reason of any such claim, promptly and
                                         diligently take all such action and give all such information and assistance as the Company
                                         may reasonably request (including, without limitation, instituting such proceedings and
                                         instructing such professional advisers as the Company may nominate to act on behalf of
                                         the Director) in order to avoid, dispute, resist, compromise, defend or appeal against
                                         any such claim against the Director as is referred to in clause 4.1 as the case may be;



 


		(b)	except
                                         where the claim is brought by the Company or any Associated Companies, allow the Company
                                         to take over and conduct in the Director’s name the defence, settlement or appeal
                                         of any claim or to prosecute in his name for its own benefit any claim. The Company shall
                                         have sole discretion in the conduct or settlement of any claim;



 


		(c)	make
                                         no admission of liability, agreement, settlement or compromise in relation to any such
                                         claim or Liability without the prior written consent of the Company, such consent not
                                         to be unreasonably withheld or delayed; and



 


		(d)	in
                                         the case of clause 4.1(c) only, promptly repay to the Company an amount equal to the
                                         amount so recovered (less any tax thereon and costs of recovery) or, if lower, the amount
                                         paid by the Company to the Director.



 


		4.3	The
                                         Director shall:



 


		(a)	as
                                         soon as reasonably practicable, notify the Company in writing of any fact, matter, event
                                         or circumstance coming to his notice whereby it appears that the Company is, or may be,
                                         liable to make any payment under clause 2 or that the Director shall become or may become
                                         entitled to recover from some other person a sum which is referable to a payment already
                                         made by the Company in respect of such a claim; and



 


		(b)	at
                                         all times keep the Company fully informed of all material developments and any material
                                         action which is proposed to be taken in connection with any such claim; and



 


		(c)	give
                                         all such information and documentation (regardless of how it is recorded or stored) as
                                         the Company shall reasonably request in connection therewith and also in connection with
                                         any proceedings instituted by or against the Director under clause 4.1.



 


		4.4	The
                                         Company shall, in the event that a payment is made to the Director under this deed, be
                                         entitled to recover from the Director an amount equal to any payment received by the
                                         Director under any policy of insurance or from any other third party source to the extent



 




    	3



    	 



    

  


that
such payment relates to the Liability, and any payment under this deed shall be made by the Company to the Director on that basis.
The Director shall pay over such sum immediately upon the Company’s request.


 


		4.5	In
                                         the event of any payment having been made under this deed and the Director subsequently
                                         becomes entitled to recover under any policy of insurance or from any third party source,
                                         any sum which relates to the Liability, the Director shall take all necessary steps to
                                         enforce such recovery and shall forthwith repay to the Company so much of the amount
                                         received by the Director to the extent that such payment relates to the Liability.



 


		5.	DIRECTORS’
                                         AND OFFICERS’ INSURANCE



 


		5.1	The
                                         Company shall use its best endeavours to purchase (if it has not done so already) and
                                         maintain for each director of the Company (including the Director), while such person
                                         is a director or officer (or holds an equivalent position under the laws of any relevant
                                         jurisdiction) of the Company or any Associated Companies and for a period of six years
                                         after he ceases to hold any such position, directors’ and officers’ liability
                                         insurance in respect of acts and omissions occurring or alleged to have occurred in connection
                                         with any such position. As and when any such insurance falls for renewal in accordance
                                         with its terms, or the existing policy expires and the Company seeks to obtain alternative
                                         cover, the Company shall use its best endeavours to effect such renewal, or obtain alternative
                                         cover subject to the availability of reasonable commercial terms. The Company shall ensure
                                         that the Director is, and all other directors of the Company are, provided at all times
                                         with a copy of the Company’s current directors’ and officers’ liability
                                         insurance policy, in so far as it relates to each director, or a summary of the terms
                                         thereof.



 


		5.2	Nothing
                                         contained in this deed modifies any obligation imposed upon the Director under the terms
                                         of the Company’s directors’ and officers’ liability insurance in force
                                         from time to time and nor will the terms of this deed take precedence over any other
                                         obligation, whether under the policy or otherwise, that the Director might have to assist
                                         the Company in complying with any obligations that it may have under the terms of such
                                         policy.



 


		6.	GENERAL



 


		6.1	All
                                         sums payable by the Company hereunder shall be paid free and without any rights of counterclaim
                                         or set-off and without deduction and withholding on any ground whatsoever, save only
                                         as may be required by law or where the right of counterclaim or set-off arises as a result
                                         of the Director’s failure to fulfil those obligations described in clause 5.2.



 


		6.2	If
                                         a payment due from the Company under this deed is subject to tax (whether by way of direct
                                         assessment or withholding at its source), the Director shall be entitled to receive from
                                         the Company such amounts as will ensure that he will retain, after payment of the tax
                                         so chargeable, the amount he would have retained had the payment not been subject to
                                         taxation.



 


		7.	ASSIGNMENT



 


The
Director may not at any time assign (save for assignments by operation of law), transfer, charge or declare a trust of, the benefit
of all or any part of its rights or obligations under this deed without the prior written consent of the Company.


 


		8.	COUNTERPARTS



 


This
deed may be executed in any number of counterparts and provided that every party has executed a counterpart, the counterparts
together shall constitute a binding and enforceable agreement between the parties.


  




    	4



    	 



    

  


		9.	GOVERNING
                                         LAW



 


		9.1	This
                                         deed shall be governed by, and construed in accordance with Jersey law.



 


		9.2	Each
                                         of the parties to this deed irrevocably agrees that the courts of the Island of Jersey
                                         shall have non-exclusive jurisdiction to hear and decide any suit, action or proceedings,
                                         and/or to settle any disputes, which may arise out of or in connection with this deed
                                         and, for these purposes, each party irrevocably submits to the non-exclusive jurisdiction
                                         of the courts of the Island of Jersey.



 


IN
WITNESS WHEREOF this agreement has been executed and delivered as a deed on the date first above written.


 




    	5



    	 



    

 


	Executed as a deed by

    RANDGOLD RESOURCES LIMITED 

    acting by:	 	)

    )

    )

    )	
	Signature of director	 	 	 
	Signature of witness	 	 	
	 	 	 	 
	Name of witness	 	 	 
	 	 	 	 
	Address of witness	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation of witness	 	 	 
	 	 	 	 
	Signed as a deed by

    JEMAL-UD-DIN KASSUM

    in the presence of:	 	)

    )

    )

    ) 	
	Witness Signature	 	 	 
	Name	 	 	
	 	 	 	 
	Address	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    	6