ex_434.htm








Exhibit 4.34


 











 


December 23, 2011


 


Action Management Limited


Box 2189


Government Buildings


Suva, Fiji


 


Re: Management Services Agreement


 


Reference is made to the Management Service Agreement between Olympus Pacific Minerals Inc. and Action Management Limited dated December 30, 2010 (the “Management Services Agreement”). Schedule “B” to the Management Services Agreement is hereby deleted and replaced with the attached Schedule “B”.













	
OLYMPUS PACIFIC MINERALS INC.


 


 


Per:  “John Seton”

	  
	
Name:

	
John Seton

	  
	
Title:

	
Chief Executive Officer

	  










Confirmed and Agreed to by:








	
ACTION MANAGEMENT LIMITED


 


 


Per:  “Charles Barclay”

	  
	
Name:

	
Charles Barclay

	  
	
Title:

	  	  


















Suite 500  5  10 King Street East  5  Toronto, Ontario  M5C 1C3


Telephone  416 572 2525  5  Fax  416 572 4202 5  Toll Free  888 902 5522







 











 
















SCHEDULE “B”


FEE SCHEDULE AND CRITERIA FOR BONUS








	
(a)  

	
Name:                        Charles Barclay













	
(b)  

	
Position:                   Chief Strategy Officer













	
(c)  

	
Period:                      1 January 2012 to 30 June 2012













	
(d)  

	
TOTAL Direct Compensation Target pa , made up from (e) Annual Base Salary, (f) STIP $ Target Bonus, (g) LTIP $ Target Opportunity, = C$ 408,000













	
(e)  

	
Annual Base Salary = C$ 220,000












Incentive Bonus








	
(f)  

	
Your STIP Target $ Bonus and as % of Annual Base Salary are:







Target: C$88,000 or 40%;  or Threshold C$44,000 or 20%; or Maximum C$132,000 or 60%.







The 2012 STIP targets will be company-wide and the method of assessment of achievement will be communicated to you in January 2012.







The 2011 STIP targets are company-wide and achievement is assessed by the Compensation Committee, against the following:








	
a.  

	
Production







 


1/3 reaching quarterly Budgeted YTD ounces produced


 


[Threshold = 90% - 95%, Target = 95% to 100%, Maximum = 101%+];


 



	
b.  

	
Financial







 


1/3 reaching quarterly Budgeted  YTD cash from operations after all costs & overheads (including corporate and working capital changes) have been paid and generally achieving the programme & budget as approved


 


[Threshold = 90% - 95%, Target = 95% to 100%, Maximum = 101%+];


 



	
c.  

	
Exploration







 


1/6 improving categorization/quality of existing resources and delineating between 500,000 and 800,000 additional NI 43-101 / JORC verifiable oz


[Threshold = 500s, Target = 600s, Maximum = 700s], and


1/6 delineating between 250,000 and 500,000 oz geological potential (Exploration)


[Threshold = 250-299, Target = 300s potential, Maximum = 400s].













	
(g)  

	
Annual Long Term Incentive Plan (“LTIP”) target bonus to be added to Annual Base Salary













	
(i)  

	
$ Opportunity: C$50,000 worth of Olympus share options, as detailed in the Share Option Agreement relating to the 26 September 2011 granting.







 


 




 





 











 








 



	
(ii)  

	
Black Scholes Conversion Details are available for your information.







 



	
(h)  

	
Account Details for Payments to be detailed on your invoice







 



	
(i)  

	
Currency for payment is Canadian Dollars







 



	
(j)  

	
Name for LTIP Options as per Share Option Agreement  TBA













	
(k)  

	
Reimbursable Expenses and expatriate benefits: Travel and general business related expenses as per agreed policies on the Company’s internal website from time to time.













	
(l)  

	
Performance Criteria:  Meet requirements as specified from time to time by the CEO and / or the Board of OYM and / or its Committees.













	
(m)  

	
Number of Months for Payment Pursuant to Termination: six (6) months (Clause 5b)







 



	
(n)  

	
Number of Months for Payment Pursuant to Takeover of Control: Twelve (12) (Clause 5g)