exv4w6



 




Exhibit 4.6




GOLD FIELDS LIMITED




EXPLORATION INCENTIVE PLAN





	1.0	 	INTENT
	 
	 	 	The intent of the Exploration Incentive Plan (“the Plan”) is to reward creative
contributions of value to the Company through exploration.
	 
	2.0	 	APPLICATION





	 	2.1	 	The Plan shall apply to the Senior Vice-President Exploration (“SVPE”) and
all employees of GFL and EXPLOCO and its subsidiaries responsible for GFL’s
exploration effort and reporting to the SVPE (“eligible employees”).
	 
	 	2.2	 	The initial eligible employees are set out in Annexure A. The SVPE shall no
later than 31 December each year update Annexure A and submit a copy thereof to the
Compensation Committee for noting.
	 
	 	2.3	 	The Plan shall apply in respect of exploration assets created, discovered or
acquired through the initiative of any of the eligible employees (“eligible project”).
It is the intent that eligible projects shall be those projects brought to fruition
by any eligible employees whether they be grass roots or developed from early stage
earn-ins/acquisitions. The Plan is not intended to cover projects earned into or
acquired where the reserve is already substantively defined and/or a prefeasibility
has been completed. The Compensation Committee shall have a broad discretion in
determining eligible projects, the main determinant being value creation through
exploration.
	 
	 	2.4	 	The SVPE shall not later than 30 days of the end of each calendar quarter in
respect of eligible projects reaching a level of significance as defined below, submit
details of the eligible projects to the Compensation Committee for classification as
eligible projects. The level of significance is attained when, in the opinion of the
SVPE and CEO, sufficient exploration data has been acquired on a project to complete
an in-situ ore resource estimate and initiate scoping and/or prefeasibility stage
studies to quantify economic viability and define the parameters of a feasibility
study.





	3.0	 	GOVERNANCE





	 	3.1	 	This Plan is governed by the Compensation Committee which shall have the
right to vary or cancel the Plan at any time. The Compensation Committee shall apply
the Plan at its absolute discretion. In the event of any dispute arising out of the



 









 





	 	 	 	application of the Plan, the decision of the Compensation Committee shall be final
and binding on the parties.
	 	 	 	 
	 	3.2	 	The SVPE shall make recommendations regarding the application of the Plan to
the CEO of GFL who shall submit such
recommendations with his comments to the Compensation Committee for approval.





	4.0	 	VALUATION OF INCENTIVE





	 	4.1	 	The Net Profits’ Interest (“the NPI”) in an eligible project shall be
determined one year after the date determined by the Compensation Committee to be the
effective completion of the project.
	 
	 	4.2	 	The NPI shall be determined by an independent expert agreed by the SVPE and
the Compensation Committee.
	 
	 	4.3	 	In the event that the SVPE and the Compensation Committee cannot agree upon
the independent expert each party shall nominate its own expert. Subject to 4.4, the
average of the two NPI’s shall be the agreed NPI.
	 
	 	4.4	 	In the event that the NPI’s determined by the two experts vary by more than
10% the two experts shall nominate a third expert who shall determine the NPI,
provided that the NPI determined by the third expert must be within the spread between
the two experts’ NPI’s.
	 
	 	4.5	 	The valuation process shall be completed by the experts within 90 days of the
first anniversary of the effective completion of the project.
	 
	 	4.6	 	The costs of the valuation shall be borne by GFL.
	 
	 	4.7	 	The NPI shall be the projected net revenues less cash production costs before
capital expenditure and before working capital charges over the life of the mine’s net
economic reserves discounted over the projected life of the mine at the prevailing 30
year Treasury Bill rate for the U.S.A. plus 2%.
	 
	 	4.8	 	In the event of the sale of an eligible project prior to effective completion
the NPI shall be the realised price less the sum of the acquisition costs, direct
expenditures, and a reasonable allocation of indirect expenditures.
	 
	 	4.9	 	In the event of a dispute as to the determination of the elements referred to
in 4.8 the process set out in 4.2 to 4.6 shall be followed.





	5.0	AWARD ENTITLEMENT
	 
	 	Nominated eligible employees shall collectively be entitled to a 0,75% interest in the NPI
as determined in terms of 4.7 and 2% interest in the NPI as determined in terms of 4.8.



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	6.0	 	AWARD ALLOCATION





	 	6.1	 	At the time of the completion of a feasibility study or the completed sale of
an eligible project, the SVPE shall through the CEO nominate selected eligible
employees for consideration of an award allocation (“nominated eligible employees”) by
the Compensation Committee. The nominations shall include the proposed split of the
award among the nominated eligible employees.
	 
	 	6.2	 	In considering allocations the parties shall take into account the respective
contributions made by the nominated eligible employees in respect of the eligible
project.
	 
	 	6.3	 	The Compensation Committee shall determine the individual allocation amounts
due to each approved nominated eligible employee and the individual allocation amounts
shall be notified to the individuals concerned.





	7.0	 	DISPOSITION OF INDIVIDUAL ALLOCATION AMOUNTS





	 	7.1	 	Each approved nominated eligible employee who has been notified of his
individual allocation amount (“the Participant”) shall have the right at any time
within 365 days of the date of notification to him of his individual allocation
amount to require GFL to issue to him shares in GFL to the equivalent value of his
individual allocation amount.
	 
	 	7.2	 	The issue price of the shares in GFL shall be determined by reference to the
average closing price of the shares on the 20 trading days immediately preceding the
date on which GFL receives the request from the Participant to exercise his right
(“the exercise date”). The shares shall be issued within seven business days of such
receipt.
	 
	 	7.3	 	Should the Participant not have exercised his right at the end of the 365 day
period, GFL shall have the right during the subsequent 30 day period to either issue
 shares to the Participant in accordance with the provisions of 7.2 or to pay to the
Participant 80% of his individual allocation amount in cash. For the purposes of
determining the issue price of the shares, the exercise date shall be deemed to be the
365th day after the date of notification to the Participant concerned of
his individual allocation amount.
	 
	 	7.4	 	Rights acquired in terms of this Plan may not be disposed of in any way
except that they may be assigned to the heirs or the estate of the Participant in the
event of the death of a Participant.
	 
	 	7.5	 	The Compensation Committee shall have the right at any time prior to the
exercise by a Participant of his rights in terms of this 7, to cancel or vary the
individual allocation amount of a Participant should the Participant be found guilty
in a disciplinary enquiry of any wrongdoing in relation to his duties which are of
such a nature as to justify his summary dismissal.



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	8.0	 	DEFINITIONS
	 
	 	 	In this Plan the following terms shall have the meanings assigned to them hereunder:




	 	 	 	 	 
	8.1

	 	CEO -
	 	The Chief Executive Officer of
GFL.
	8.2

	 	Compensation Committee -
	 	the Compensation Committee
appointed by the Board of GFL.
	8.3

	 	Effective completion -
	 	the date determined as the
effective completion date by
the Compensation Committee,
being usually the time at which the
project achieves 80% of the design
throughput as set out in the
feasibility study for the project.
	8.4

	 	Eligible employees -
	 	the SVPE and all GFL and
EXPLOCO employees
responsible for GFL’s
exploration effort and reporting to the
SVPE.
	8.5

	 	Eligible projects -
	 	projects as defined in 2.3.
	8.6

	 	Exercise date -
	 	the date on which GFL is
notified by a Participant of the
exercise of his right in terms of
7.2 which date shall be no later than
365 days after the
notification to him of his
individual allocation amount in
terms of 7.1.
	8.7

	 	EXPLOCO -
	 	the new exploration company
to be established by GFL to be
headquartered in Denver and headed by
the SVPE.
	8.8

	 	GFL -
	 	Gold Fields Limited.
	8.9

	 	Individual allocated amount -
	 	the amount allocated by the
Compensation Committee to

an approved nominated eligible employee
in terms of 6.3 and in respect of which
the
approved nominated eligible
employee has been notified.
	8.10

	 	Nominated eligible employees -
	 	eligible employees nominated
in respect of a particular project in
terms of 6.1.







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	8.11

	 	Participant -
	 	an approved nominated eligible employee to whom an
allocation of an individual
allocated amount has been
made.
	8.12

	 	SVPE -
	 	the Senior Vice President
Exploration of GFL.






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Annexure A




GOLD FIELDS LIMITED




EXPLORATION INCENTIVE PLAN




ELIGIBLE EMPLOYEES




As at May 1999



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz



As at December 1999



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz



As at December 2000



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz



 









 





As at December 2001



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz

Mr B Stainforth

Mr V King



As at December 2002



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz

Mr B Stainforth

Mr V King



As at December 2003



Mr CJ Nelsen

Mr RD Lipson

Mr HHJ Stevenson

Mr TD Mc Keith

Mr MJ Botha

Mr R Jannas

Mr C Bow

Mr S Ellis

Mr JE Misiewicz

Mr B Stainforth

Mr V King