exv4w9



 




Exhibit 4.9




SERVICE AGREEMENT



Made and entered into by and between:



GFL MINING SERVICES LIMITED



(“the Company”)



and



NICHOLAS J HOLLAND



(“the Director”)



 









 




WHEREAS:



The Company wishes to employ the Director, who is agreeable thereto, upon the
terms and conditions set out herein.



IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	INTERPRETATION
	 
	 	 	In this Agreement unless the context clearly indicates a contrary intention:
	 
	1.1	 	The head notes are for reference purposes only and shall not affect the
interpretation of any part hereof.
	 
	1.2	 	The singular includes the plural and vice versa.
	 
	1.3	 	A reference to one gender includes the other genders.
	 
	1.4	 	A reference to a firm or body corporate includes a natural person and
vice versa.
	 
	1.5	 	The schedules and annexures shall be initialled by the parties for the
purposes of identification and form part of this Agreement as if
specifically included herein.
	 
	1.6	 	Words and expressions defined in the Companies Act No. 61 of 1973
(“the Act”) shall be given those defined meanings when used in this
Agreement; the following words bear the meaning set out opposite them
below and cognate expressions bear a like meaning:



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	1.6.1	 	 	“the Board” — shall mean the Board of Directors of GFI or,
where appropriate, the Chairman of the Board;
	 
	1.6.2	 	 	“the Chairman” — the Chairman of the Board of GFI;
	 
	1.6.3	 	 	“the Company” — shall mean GFL Mining Services Limited, a
wholly owned subsidiary of Gold Fields Limited;
	 
	1.6.4	 	 	“GFI” — shall mean Gold Fields Limited (formerly Driefontein
Consolidated Limited);
	 
	1.6.5	 	 	“the Group” — shall mean the Company, the ultimate holding company
of the Company, from time to time, and every subsidiary of the
Company or of that ultimate holding company, as the case may be, from
time to time;
	 
	1.6.6	 	 	“R” and “Rands” — shall mean the lawful currency of the Republic of
South Africa.
	 
	2.	 	APPOINTMENT AND DURATION
	 
	2.1	 	The Director was first employed by the Company and appointed Chief
Financial Officer effective 1 March 1998. This agreement sets out the
terms of employment of the Director with the Company from 1 March 2004 to
take into account the introduction of the Gross Remuneration Package
system. The Director agrees that all previous employment and related
agreements entered into between the Director and the Company shall be
revoked as from 1 March 2004 and be replaced by this agreement and the
Gold Fields Guernsey agreement (Annexure B). Any obligations that the
Director may have to the Company that arose in terms of such employment
and related agreements, which



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	 	 	shall include, but not be limited to confidentiality and copyright
obligations, which arose prior to the commencement date, shall continue.
	 
	2.2	 	Effective 1 March 1998 the Director was appointed Chief Financial Officer
of GFI. The Director shall not receive any remuneration or benefits from
GFI in respect of his services as Chief Financial Officer, all benefits of
employment being paid to him by the Company, a wholly owned subsidiary of
GFI, in terms of this agreement.
	 
	2.3	 	Notwithstanding the date of signature hereof, this Agreement shall in all
respects be deemed to have commenced with effect from 1 March 2004, and
shall, subject to the remaining provisions hereof, endure thereafter until
not less than six (6) calendar months’ written notice of termination is
given by the Director to the Board, or until not less than six (6)
calendar months’ written notice is given by the Board to the Director.
	 
	2.4	 	The Director’s retirement age shall be 63 years of age and his employment
and directorships will automatically terminate upon such date.
	 
	2.5	 	It is recorded that the Director was employed by the Gencor Group from 1
March 1990 until the date of his appointment by the Company and that such
period of service shall be taken into account in the determination of any
severance benefit payable to the Director..
	 
	3.	 	APPOINTMENT TO BE FULL TIME
	 
	3.1	 	During the subsistence of this Agreement the Director shall devote all of
his business time, attention, skills and efforts exclusively to the
business and affairs of GFI, the Company and the Group other than de
minimis



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	 	 	amounts of time devoted by him to the management of his personal finances
or to engaging in charitable or community services.
	 
	3.2	 	The Director shall not be engaged either directly or indirectly, and
whether as principal, agent, director, shareholder, or in any other manner
whatsoever, in any other form of business without the previous written
consent of the Board which shall not be unreasonably withheld.
	 
	3.3.	 	The Director shall use his best endeavours to promote and extend the
business interests and welfare of the Company.
	 
	3.4.	 	The Director shall preserve and promote the goodwill of the Company.
	 
	3.5.	 	The Director shall comply with all reasonable and lawful instructions
given to him from time to time by the Board.
	 
	3.6.	 	The Director shall comply with all relevant legislation and function
within any powers of authority which may be delegated to him by the Board
from time to time.
	 
	3.7.	 	The Director’s principal place of employment shall be the corporate
offices of the Company situated in Johannesburg or such other place as the
Board may stipulate, although he understands and agrees that he will be
required to travel for business purposes.
	 
	4.	 	RESPONSIBILITY AND DUTIES
	 
	4.1.	 	The Director shall report to the Board in accordance with the
requirements of 4.2 and 4.3 and shall report on such matters and furnish
such information to the Board as it and/or its nominee/s may, from time to
time require.



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	4.2.	 	The duties of the Director shall, consistently with the aforegoing, be
those normally carried out by a Chief Financial Officer of a company similar to GFI and in particular shall be to take
charge of, maintain and superintend the financial affairs of GFI and the Company wherever the Board may decide to carry on
such business; to act as a Director or other officer of any other company in the Group or of any company not in the Group;
to supervise the work of and engage or dismiss employees of the Company; and to see to the due performance of their
duties
	 
	4.3.	 	The Director shall at all times faithfully, promptly and punctually carry
out and perform all his duties including such duties as may, conformably
with his position, be delegated or assigned to him by the Board; and he shall use his best endeavours properly to
conduct, improve, extend and develop the business of the Group.
	 
	4.4.	 	The Director acknowledges the international nature of the business of the
Group and shall make himself available at all times to attend to such
business. The Director shall ensure that he has suitable facilities at his
residence to attend to his duties out of ordinary office hours.
	 
	4.5	 	The Director may from time to time be called upon by the Company to take
up an office with other companies or bodies and if so to diligently serve
such company or body. Any fees or other remuneration the Director
receives in such capacity as a nominee of the Company will be required to
be paid to the Company.
	 
	4.6	 	The Company may from time to time require the Director’s spouse to
accompany him when he is obliged to conduct business away from his normal
place of work.



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	5.	 	RESTRAINTS
	 
	5.1	 	By virtue of the Director’s employment by the Company he has and will
continue to have, access to the Group’s trade secrets and confidential
information including (but without limitation) the following matters:
	 
	 	 	mining know-how, processes, techniques, designs, knowledge of or
influence over the customers or business associates of the Group
(hereinafter referred to as “the associates”), the contractual
arrangements between the Group and the associates, the financial
details of the Group’s relationship with its associates, the names of
the Group’s prospective business associates or customers and their
requirements, details of the Group’s financial structure and operating
results, details of the remuneration paid by the Group to its various
officers and employees and of their duties, as well as all other matters
which relate to the business of the Group and in respect of which
information is not readily available, in the ordinary course of business, to
a competitor of the Group (collectively referred to herein as “the trade
secrets”).
	 
	5.2	 	Moreover the Director will, by virtue of his position, be a key man in the
operation of the Group and is intimately aware of the needs of the
Group, its position, perspective and prospects within the industry in
which it operates.
	 
	5.3	 	Consequently, if for any reason whatsoever the Director was to
become employed by or otherwise associated with or interested in any
present or future competitor of the Group, the latter’s proprietary
interests in the trade secrets may be prejudiced.
	 
	5.4	 	Having regard to 5.1, 5.2, and 5.3 and in order to protect the Group’s



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	 	 	 	proprietary interests in the trade secrets as aforesaid, the Director
undertakes in favour of the Group:
	 
	5.4.1	 	 	he will not, whether directly or indirectly, use any of the trade
secrets, or
divulge or disclose them to any other persons whomsoever, without the
prior written consent of the Board;
	 
	5.4.2	 	 	any written or electronic instructions, notes, memoranda or records of
whatsoever nature relating to the trade secrets (hereinafter referred to
as “the confidential records”) which may have been made by him or which
may have come into his possession shall be:
	 
	5.4.2.1	 	 	 	deemed to be the property of the Company; and accordingly
	 
	5.4.2.2	 	 	 	shall be surrendered by him to the Company at the latter’s election on demand by the Board;
	 
	5.4.3	 	 	he will not retain any copies of the confidential records or any extracts
therefrom, upon the surrender thereof by him in terms of 5.4.2.2;
	 
	5.4.4	 	 	he will not for a period of twenty four months after termination of his either for himself
employment, or as the agent of anyone else, persuade, induce, solicit, encourage
or procure (or endeavour to do any of the aforegoing) any of the Group’s employees to:
	 
	5.4.4.1	 	 	 	become employed by or interested in any manner whatsoever in
any business, firm, undertaking or company (collectively referred
to herein as “any concern”) directly or indirectly in competition
with the Group; or
	 
	5.4.4.2	 	 	 	terminate his employment by the Group;
	 
	5.4.5	 	 	he will not furnish any information or advice acquired by him as a result



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	 	 	 	of his association with or employment by the Company, to any person
whomsoever, which results or may result in any of the Group’s
employees becoming employed by or interested in any manner
whatsoever, whether directly or indirectly, in any concern; and
	 
	5.4.6	 	 	he will not solicit, interfere with or entice or endeavour to entice away
from the Group any person, firm, undertaking or company who or
which, during the period of two years immediately prior to the termination
of his employment, is or was an associate, customer or supplier of, or
was accustomed to dealing with the Group.
	 
	5.5	 	The Director shall not, during the currency of his engagement or after
the termination thereof, be entitled whether for his own benefit or that of
others, to make use or avail himself of or to derive profit from any
information or knowledge specifically related to the business or affairs of
the Group or any of its clients which he shall or may have acquired
by reason of his position in or association with the business of the
Group and which is not in the public domain.
	 
	5.6	 	The Director undertakes that he will not at any time during this
Agreement, or after termination hereof, disclose any information which
comes to his knowledge as a result hereof, not being information which
comes from an independent third person, and which relates to:
	 
	5.6.1	 	 	any business or marketing method or practice or associates of the
Group;
	 
	5.6.2	 	 	any technical information, know-how or process or method of the
Group to anyone.
	 
	5.7.	 	The Director shall nevertheless be at liberty to disclose the information



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	 	 	referred to in this 5 to such person to whom it shall be necessary to
make such disclosure for the purpose of implementing his rights and
obligations under this Agreement, provided that the Director shall,
before making such disclosure, ensure that all reasonable precautions
are taken to ensure that any person to whom such disclosure is made
shall at all times observe strict secrecy.
	 
	6.	 	COPYRIGHT IN WORKS MADE BY THE DIRECTOR
	 
	6.1	 	For good and sufficient consideration payable pursuant to this agreement
the Director hereby irrevocably:
	 
	6.1.1	 	 	assigns to the Company all of his right, title and interest in and to
any and
all copyright in all works which are or may become eligible for copyright
under the laws of the Republic of South Africa or any other country which
he alone or in conjunction with others, may have produced or written or
may in future produce or write and which relates to the business of the
Group or which arises directly or indirectly from or incidental to his
employment by the Company and appointment by GFI (hereinafter referred to
as “the works”);
	 
	6.1.2	 	 	grants to the Company the exclusive right to alter and adapt the works;
	 
	6.1.3	 	 	assigns to the Company the rights conferred upon him as author of the
works in terms of Section 20(1) of the Copyright Act No. 98 of 1978.
	 
	6.2	 	No further documentation need be executed to give effect to the
aforegoing but at the request and expense of the Company, the
Director undertakes to execute all such documents as it may require
for the purpose of confirming the vesting of any copyright hereby
assigned to the Company.



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	6.3	 	The Director acknowledges and agrees that each provision of this clause 6
is separate, several and separately enforceable from every other
provision of this Agreement; and furthermore agrees that the invalidity
or un-enforceability of any one or more of the provisions hereof, shall
not prejudice or affect the enforceability and validity of the remaining
provisions of this Agreement.
	 
	7.	 	REMUNERATION
	 
	7.1	 	Subject to the approval of the shareholders of GFI, as remuneration for
the services to be rendered by him to the Company pursuant to this
Agreement, the Company shall pay to the Director with effect as from the
commencement hereof (as provided for in paragraph 2.3 above) a
remuneration package consisting of the following (and further amplified
in Annexure A):
	 
	7.1.1	 	 	A Gross Remuneration Package (GRP) at an annual rate of R1 772 000 (One
million seven hundred and seventy two thousand Rand) effective 1 March
2004 and a rate of R1 985 000 (One million nine hundred and eighty-five
thousand Rand) effective 1 July 2004 payable in South Africa in South
African Rands in twelve monthly instalments, in arrears, on or before the
last day of each month, for the duration hereof; and which salary shall
be deemed to accrue from day to day; provided that the Director may elect
or shall be required, as the case may be, to participate in the benefits
set out below and, where applicable, to be funded from the GRP; the
balance of the GRP shall be paid in cash. Such salary will be reviewed
annually for possible adjustment effective 1 January each year.
	 
	7.1.2	 	 	Compulsory membership of a retirement fund, nominated by the Company,
currently the Gold Fields Limited Corporate Retirement Fund.




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	 	 	 	The Company will contribute 20% of the Director’s elected Pensionable
Emoluments to such fund which amount shall be paid out of the GRP in
arrears.
	 
	7.1.3	 	 	Voluntary participation in the Company’s Vehicle Schemes.
	 
	7.1.4	 	 	The Director shall be required to participate in the Company’s nominated
medical scheme, which may be changed by the Company from time to time.
The Director hereby acknowledges that as at the date hereof he has full
knowledge of the constitution and rules of the scheme and of the fact that
such contributions escalate, from time to time. Total contributions are
payable by the Company and are deducted from the GRP set out in 7.1.1.
Upon retirement the Director may elect to remain a member of the scheme
provided that total contributions payable shall be made by the Director.
	 
	7.1.5	 	 	The Director shall be required to participate in the Group Personal
Accident Policy in terms of the rules applicable to such policy from time
to time.
	 
	7.2	 	In the light of the travelling requirements of this post the Company
undertakes to provide 24 hours security coverage at the residence of the
Director.
	 
	7.3	 	The Director will be reimbursed in Rands in respect of all actual
expenditure which is wholly and necessarily incurred by him on behalf of
the Group in the performance of his duties hereunder, against
presentation of such vouchers as the Company may require.



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	8.	 	INCENTIVES
	 
	8.1	 	The Director shall be entitled to participate at the discretion of the
Compensation Committee in the GF Management Incentive Scheme subject to
the terms and rules of the Scheme.
	 
	8.2	 	For each Financial Year the Director will be eligible to earn an annual
bonus (“Annual Bonus”) equal to 50% of his annual Gross Remuneration
Package referred to in 7.1.1, based upon the GRP in effect at the end of
the applicable Financial Year, provided that the Director achieves the
applicable performance target or targets approved by the Board for such
Financial Year (the “Targets"). If the Targets are achieved, the Company
shall pay the Director an Annual Bonus equal to 50% of his GRP. If the
Targets are not fully achieved, the Board, in its sole discretion, may pay
the Director an Annual Bonus of a lesser amount, and if the Targets are
exceeded, the Board, in its sole discretion, may pay the Director an
Annual Bonus of up to a further 50% of his GRP in accordance with a
schedule developed by the Board for each Financial Year. The Targets for
each Financial Year will be approved by the Board after reasonable
consultation with the Director and will generally be adopted by no later
than thirty days following the start of the applicable Financial Year.
The Annual Bonus earned by the Director for each Financial Year will be
paid to him within 60 days following the end of such Financial Year.
	 
	8.3	 	The decision of the Compensation Committee appointed by the Board as
to the amount and manner of payment of any performance incentive
bonus shall be final.



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	9.	 	CHANGE IN CONTROL
	 
	9.1	 	In the event that the Director’s employment is terminated, either
directly or on good reason, solely as a result of a “change in control”
(within the meaning of that term as defined in the Securities Regulation
Code on Take-overs and Mergers of the Securities Regulation Panel, or in
the event of a deemed change in control within the meaning of 9.2) and
within 12 months of such change in control, the Company shall pay to the
Director not later than 30 days after the date of the termination of his
employment, an amount equivalent to twice his annual GRP referred to in
7.1.1, plus the average of the incentive bonuses paid by the Company to
the Director during the previous two completed financial years, together
with any other payments and/or benefits due in terms of this contract.
The agreed amounts referred to in the preceding sentence shall cover any
compensation or damages the Director may be entitled to in terms of the
Labour Relations Act, 1995, the Basic Conditions of Employment Act, 1997,
and any other legislation governing employment. The Director shall be
entitled for a period of two years after the date of termination, subject
to the relevant rules of the share option scheme then in force, to retain
and to exercise all share options allocated to him including those which
may not have vested at the date of such termination. The Director shall
furthermore be entitled to receive the incentive bonus he has earned in
terms of 8.2, notwithstanding that the financial year concerned may not
have been concluded.
	 
	9.2	 	For the purposes of this clause there shall be deemed to be a change in
control on the occurrence of any of the following events:
	 
	9.2.1	 	 	the acquisition by any individual, entity or group (“a Person”) of
beneficial ownership of 30% or more of either:



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	9.2.1.1	 	the then issued ordinary shares of GFI (“the ordinary
 shares”); or
	 
	9.2.1.2	 	the combined voting power in respect of the issued ordinary
share capital of GFI entitling the holder thereof to vote on the
election of Directors (“the voting shares”);
	 
	 	 	provided that, for the purposes of this 9.2.1, the following
acquisitions shall not constitute a change in control:
	 
	 	 	(i)	any acquisition directly from the company;
	 
	 	 	(ii)	any acquisition by the company;
	 
	 	 	(iii)	any acquisition by any company pursuant to a
transaction which complies with 9.2.3.1, 9.2.3.2 and 9.2.3.3
below; or





	9.2.2	 	 	individuals who, as of 01 July 2002, (“the effective date”) constitute
the Non Executive GFI Board (“the Incumbent Board”) cease for any reason
to constitute at least a majority of the GFI Non Executive Board; provided
that any individual becoming a Director subsequent to the effective date
whose election, or nomination for election by the GFI’s shareholders, was
approved by a vote of at least the majority of the Directors then
comprising the Incumbent Board, shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the
election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the GFI Board; or



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	9.2.3	 	consummation of a re-organisation, merger or consolidation or sale or
other disposition of all or substantially all of the assets of GFI or an
acquisition of assets of another company (“a Business Combination”), in
each case, unless, following such Business Combination:





	9.2.3.1	 	 	all or substantially all of the Persons who were the beneficial owners
of the issued ordinary shares and issued voting shares of the
GFI, immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively,
the then issued ordinary shares of GFI and the then issued
voting shares, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, a corporation
which as a result of such transaction owns GFI or all or
substantially all of the GFI’s assets, either directly or through
one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of
the issued ordinary shares of GFI or of its issued voting
 shares, as the case may be;
	 
	9.2.3.2	 	 	no Person (excluding any entity resulting from such Business
Combination or any employee benefit plan (or related trust)) beneficially
owns, directly or indirectly, 30% or more of, respectively, the then
issued ordinary shares of GFI resulting from such Business Combination or
the issued voting shares, except to the extent that such ownership existed
prior to the Business Combination; and
	 
	9.2.3.3	 	 	at least a majority of the board of Directors of the entity resulting
from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or





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	9.2.4	 	 	approval by the shareholders of GFI of a voluntary winding up or
dissolution of GFI or the granting of a final or provisional winding-up
order in respect of GFI.
	 
	9.3	 	“Good reason” shall include, with respect to the Director, without the
Director’s written consent:
	 
	9.3.1	 	 	the assignment to the Director of any duties inconsistent in any respect
with the Director’s position (including status, title, offices and
reporting requirements) authority, duties or responsibilities immediately
before the change of control, or any other action by GFI and/or the
Company which results in a significant diminution in such position,
authority, duties or responsibilities;
	 
	9.3.2	 	 	any reduction in the Director’s annual salary or incentive bonus
opportunity or any material reduction in other compensation or employee
benefits, as in effect during the 120-day period immediately preceding the
change of control (or as such amounts may be increased from time to time);
	 
	9.3.3	 	 	the Company or GFI requiring the Director to relocate his principal
place of business to a location which is more than 45 kilometres from the
then current principal place of business;
	 
	 	 	 	provided that the Director shall not be entitled to rely on this
definition of good reason in respect of an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the
Company or GFI promptly after receipt of written notice thereof given by
the Director.
	 
	9.4	 	In the event that the Director elects to claim termination for good
reason in terms of 9.1 read with 9.3, he shall provide 60 days written
notice of his



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	 	 	intention to resign and the Company shall have the opportunity within
that period to effect a remedy of the condition constituting good reason,
failing which the resignation shall take effect at the end of the 60 day
period.
	 
	9.5	 	In the event of the consummation of an acquisition, merger,
consolidation, scheme of arrangement or other re-organisation, whether or
not there is a change of control, and the Director’s services are
terminated, either directly or on good reason, in consequence of the
re-allocation of personnel or duties, the provisions of 9.1 shall apply.
	 
	10.	 	TAXATION
	 
	 	 	None of the provisions of this Agreement shall impose any
obligation on the Company to make any tax payment in favour of the Director;
the
Director shall himself bear and pay all monies for which he may be liable
in respect of income tax or any other tax. In that regard the
Company shall be entitled (but not obliged) to deduct from monies payable
to the
Director any sums which the Company, in its absolute and unfettered
discretion, considers that the Director is liable to pay in respect of
any
tax of whatsoever kind.
	 
	11.	 	LEAVE
	 
	 	 	The Director shall be entitled to 24 (twenty-four) working days holiday
leave on full pay in each year (calculated as from the commencement of
this agreement), to be taken at such time as shall be mutually agreed
between him and the Board and in terms of the Company’s leave
regulations.



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	12.	 	TERMINATION
	 
	12.1	 	The Company may terminate this Agreement summarily or upon notice
at any time for any reason recognised as justifying such termination of
employment at law. Such reasons shall include but not be limited to any
of the following:
	 
	12.1.1	 	 	if the Director is sequestrated, shall become insolvent or voluntarily
surrender his estate; or be guilty of misconduct including but not limited
to fraud, dishonesty, wilful default, or negligence; or
	 
	12.1.2	 	 	if the Director is disqualified from acting as a director of a company
in terms of the Act; or
	 
	12.1.3	 	 	if the Director is removed from the Board pursuant to or under the
articles of association of the Company or an ordinary resolution of its
shareholders under Section 220 of the Act.
	 
	12.2	 	In the event of termination in terms of 12.1 the Director shall be
entitled to all such amounts owing to him in terms of this agreement up
to the date of such termination.
	 
	13.	 	TERMINATION FOR OPERATIONAL AND OTHER REASONS
	 
	13.1	 	The Company may terminate this Agreement summarily or upon notice
at any time for any reason recognised as justifying such termination of
employment at law. Such reasons shall include but not be limited to
any of the following:
	 
	13.1.1	 	 	the death of the Director;



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	13.1.2	 	 	if the Director, through illness or any cause, has been unable to
perform his duties for a continuous period of three consecutive months in
one year, or, if a medical practitioner appointed by the Company certifies
that in his opinion the Director will be unable to carry out his duties
hereunder for the next three consecutive months;
	 
	13.1.3	 	 	operational reasons;
	 
	13.2	 	In the event of termination in terms of 13.1 the Director shall be
entitled to all such amounts owing to him in terms of this agreement up to
the date of such termination including in the case of 13.1.2 and 13.1.3
payment in respect of the six month notice period referred to in 2.3.
	 
	13.3	 	The Director agrees to undergo any medical examination at any time
reasonably required by the Board and, if necessary, to authorise any
medical or other practitioner who carries out such examination to disclose
to the Chairman the results of, and his findings in consequence of, such
examination.
	 
	14.	 	ON TERMINATION OF APPOINTMENT, DIRECTOR TO RESIGN FROM ALL HIS OFFICES
HEREUNDER
	 
	14.1	 	The Director shall on termination of this Agreement in terms hereof, if
so required by GFI, forthwith resign from his office as a
Director and
from every other position which he may hold in GFI, the Company or any
other company to which he may have been appointed under 4 hereof. In the
event that the Director fails to comply with any such request his
resignation shall be deemed to have been given and accepted; and for
that purpose he hereby appoints the Company as his agent or
Attorney in
rem suam to effect such resignation.



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	14.2	 	The Director shall not whilst this Agreement is in force be at liberty to
resign from the Boards of the Company or GFI.
	 
	15.	 	VARIATIONS NOT EFFECTIVE UNLESS IN WRITING
	 
	 	 	No variation, modification or waiver of any provision of this Agreement,
or consent to any departure therefrom, shall in any way be of any force
or effect unless confirmed in writing and signed by the parties and then
such variation, modification, waiver or consent shall be effective only
in the specific instance and for the purpose and to the extent for which
it was made or given.
	 
	16.	 	PARTIES NOT AFFECTED BY WAIVER OF BREACHES
	 
	16.1	 	The waiver (whether express or implied) by either party of any breach of
the terms or conditions of this Agreement by the other party shall not
prejudice any remedy of the waiving party in respect of any continuing or
other breach of the terms and conditions hereof.
	 
	16.2	 	No favour, delay, relaxation or indulgence on the part of either party in
exercising any power or right conferred on such party in terms of this
Agreement shall operate as a waiver of such power or right nor shall any
single or partial exercise of any such power or right preclude any other
or further exercises thereof or the exercise of any other power or right
under this Agreement.
	 
	16.3	 	The expiry or termination of this Agreement shall not prejudice the
rights of either party in respect of any antecedent breach or
non-performance by the other party of any of the terms or conditions hereof.



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	17.	 	SUPPORT
	 
	 	 	The parties undertake at all such times to do all such things, to perform
all such acts and to take all such steps and to procure the doing of all
such things, the performance of all such actions and the taking of all
such steps, as may be open to them and necessary for or incidental to the
putting into effect or maintenance of the terms, conditions and import of
this Agreement.
	 
	18.	 	SOLE AGREEMENT
	 
	 	 	This Agreement together with the Agreement entered into between the
Director and Gold Fields Guernsey (Annexure B) shall constitute the sole
Agreement between the parties in relation to the employment of the
Director and no representation not contained herein shall be of any force
between the parties.
	 
	19.	 	APPLICABLE LAWS
	 
	 	 	This agreement will be interpreted and applied in accordance with the
laws of the Republic of South Africa.
	 
	20.	 	OTHER CONDITIONS OF EMPLOYMENT
	 
	 	 	The Director’s employment shall be subject to the Company’s standard
conditions of employment as set out in the Annexures hereto and the
Corporate Office Staff Booklet. In the event of conflict between such
annexures, the staff booklet and this agreement, the terms of this
agreement shall prevail. It is specifically provided that the Company’s
policies, practices and procedures do not in themselves constitute terms
and conditions of employment but flexible guidelines designed to ensure



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	 	 	the company’s compliance with fair labour and accepted industrial
relations practices.
	 
	21.	 	ARBITRATION AND JURISDICTION
	 
	21.1	 	Any dispute between the parties in regard to any matter arising out of
this agreement or its interpretation or their respective rights and
obligations under this agreement, as well as any dispute which the
employee may in terms of the Labour Relations Act, 1995, refer to the
Commission for Conciliation, Mediation and Arbitration and/or the Labour
Court for a determination, shall be submitted to and decided by
arbitration in the event that such dispute has not been resolved by
reference to the Compensation Committee and/or the Board.
	 
	21.2	 	The arbitrator shall be a practising Senior Counsel or practising
attorney of the High Court of South Africa of not less than ten years’
standing who shall be agreed upon between the parties, or failing
agreement, appointed by the then Chairperson of the Arbitration Foundation
of Southern Africa, or failing him, the chairperson for the time being of
the Johannesburg Bar Council.
	 
	21.3	 	The arbitrator shall be obliged to given the reasons for any decision
made by him in the course of the arbitration.
	 
	21.4	 	Subject to the other provisions of this clause 21, each arbitration shall
be held in accordance with the provisions of the Arbitration Act, 1965.
	 
	21.5	 	Nothing in this clause 21 shall preclude any party from seeking any
interim relief from any competent court having jurisdiction pending the
institution of any arbitration proceedings in terms of this clause 21. To
that end, the parties submit themselves to the non-exclusive jurisdiction



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	 	 	of the High Court of South Africa (Witwatersrand Local Division) and the
Labour Court insofar as the latter court has jurisdiction in terms of
section 157 of the Labour Relations Act, 1995.
	 
	21.6	 	The Arbitrator shall make an appropriate award as to costs, provided that
the Board may authorise that the Director’s costs may in whole or in part,
be borne by the Company.
	 
	22.	 	DOMICILIUM
	 
	 	 	The parties hereto choose domicilium citandi et executandi for all
purposes of and in connection with this Agreement as follows:





	22.1	 	GFI Mining Services Limited:

24 St Andrews Road

Parktown

JOHANNESBURG
	 
	22.2	 	Nicholas J Holland:

No 9 Southbend Avenue

NORTHCLIFF

2195



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THUS DONE AND SIGNED at JOHANNESBURG on this the            day of
August 2004, in the presence of the undersigned witnesses:




AS WITNESSES:

1.

2.




                                                  
I D Cockerill

for and on behalf of GFL MINING

SERVICES LIMITED, he being duly

authorised by the Compensation

Committee


THUS DONE AND SIGNED at JOHANNESBURG on this the            day of
August 2004, in the presence of the undersigned witnesses:




AS WITNESSES:



1.

2.




                                                  

NICHOLAS J HOLLAND




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