exv4w10



 





Exhibit 4.10








GOLD FIELDS GUERNSEY LIMITED




	 	 	 
	

	 	14 New Street,

St Peter Port, Guernsey,
Channel Islands
	 
	 	 
	

	 	Tel. (+27-11) 644-2400

Fax. (+27-11) 484-0644

Telex : 4191412







20 August 2004



Mr N J Holland

Chief Financial Officer

Gold Fields Limited

24 St Andrews Road

PARKTOWN

2193



Dear Mr Holland



EMPLOYMENT CONTRACT




This letter serves to confirm your employment with Gold Fields Guernsey Limited
(the Company) as previously agreed and replaces the letter dated 27 June 2002:



	 	 	 
	POSITION TITLE

DATE OF ENGAGEMENT

NOTICE PERIOD

	 	: Director

: 1 July 2002

: Six months







DUTIES UNDER THIS CONTRACT




You will be required to provide services as Director to the Company, as well as
to the international subsidiaries of Gold Fields Limited (“Gold Fields”)
including but not limited to, Gold Fields Australia, Gold Fields Ghana, Gold
Fields Exploration and the Arctic Platinum Project, as required by the Chairman
of the Board of Gold Fields Limited from time to time.




Directors: I D Cockerill, N J Holland, SR Henning, CJ Nelsen, A J
Taberner


 









 





REMUNERATION




You will be remunerated for your services on a monthly basis. Payments will be
made at the end of each month to your nominated bank account(s), subject to the
deduction of South African PAYE tax. You will be liable for any taxes imposed
on the abovementioned remuneration.




The amount of remuneration effective 1 March 2004 shall be US$77 450 and
effective 1 July 2004 shall be US$86 750 per annum. Such remuneration shall be
reviewed annually for possible adjustment with effect from 1 January each year.




In addition to the above, you will be eligible to earn an annual incentive
equal to 50% of the above base amount upon achievement of targets agreed
annually between yourself and the Board. A lesser amount will be paid if
targets are partially met, in terms of the target agreement. An additional
incentive of up to 50% of the above base amount may be paid by the Board in its
sole discretion if targets are exceeded.




No other benefits shall be payable in terms of this contract, save for
reasonable reimbursable expenditure required to enable you to perform your
functions in terms of this contract (first class flights, accommodation, etc.).



OTHER CONDITIONS




All conditions relating to your employment with GFL Mining Services Limited and
contained in an agreement signed in August 2004 shall apply to your employment
by the Company, mutatis mutandis, save that the conditions relating to any
benefits shall be governed by this agreement.




It is specifically recorded that, in the event of a change in control of Gold
Fields Limited, the provisions of clause 9 of the agreement entered into
between you and GFL Mining Services Ltd will apply, mutatis mutandis, in
respect of the remuneration paid to you in terms of this letter.



GOVERNING LAW




This agreement shall be deemed to have been entered into, and will, together
with the Company’s rules, conditions, regulations and practices be interpreted
and governed in accordance with the laws of South Africa.



DOMICILIUM CITANDI ET EXECUTANDI




Each party chooses the address set out opposite its name below as its
domicilium citandi et executandi at which all notices, legal processes and
other communications must be delivered for the purpose of this agreement.



	 	 	 
	GF GUERNSEY

	 	24 St Andrews Road

PARKTOWN

2193
	 
	 	 
	

	 	 







2









 





	 	 	 
	

	 	Telephone (011) 644-2535
	

	 	Telefax (011) 484-0633
	 
	 	 
	N J HOLLAND

	 	9 Southbend Avenue

NORTHCLIFF

2195
	 
	 	 
	

	 	Telephone (011) 644-2502 (011) 478-1547

Telefax (011) 484-0590 (011) 478-1547








Any notice or communication required or committed to be given in terms of this
agreement shall be valid and effective only if in writing, but it shall be
competent to give notice by telefax.




Any party may by written notice to the other party change its chosen address to
another physical address and/or its chosen telefax number to another telefax
number, provided that the change shall become effective on the fourteenth day
after receipt of the notice by the addressee.




Any notice to a party contained in a correctly addressed envelope and sent by
prepaid registered post to it at its chosen address or delivered by hand to a
responsible person during ordinary business hours at its chosen address, shall
be deemed to have been received, in the case of the former, on the seventh
business day after posting (unless the contrary is proved), and, in the case of
the latter, on the day of delivery.




Any notice by telefax to a party at its telefax number shall be deemed, unless
the contrary is proved, to have been received within 3 hours of transmission
where it is transmitted during normal business hours or within 3 hours of the
opening of business on the first business day after it is transmitted, where it
is transmitted outside of those business hours.



ACCEPTANCE




Please confirm your agreement to the terms and conditions of this Employment
Contract by signing the last page, and initialing all other pages of the
attached copy of this letter and returning it to me.



Yours sincerely



I D COCKERILL

CHAIRMAN



3









 









ACCEPTANCE : I hereby accept this Employment Contract on the conditions and
terms as set out above.




	 	 	 
	

SIGNATURE

	 	

DATE








4