PO Box 25 686 St Heliers Auckland, New Zealand. Re: Management Services Agreement
Exhibit 4.35
December 23, 2011
Avora Ltd. as Trustee of Xxxxx Xxxxxxxx No 2 Trust
XX Xxx 00 000
Xx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxxx.
Re: Management Services Agreement
Reference is made to the Management Service Agreement between Olympus Pacific Minerals Inc. and Avora Ltd. as Trustee of Xxxxx Xxxxxxxx No 2 Trust dated December 20, 2010 (the “Management Services Agreement”). Schedule “B” to the Management Services Agreement is hereby deleted and replaced with the attached Schedule “B”.
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Per: “Xxxx Xxxxx”
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Name:
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Xxxx Xxxxx
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Title:
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Chief Executive Officer
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Confirmed and Agreed to by:
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AVORA LTD. as Trustee of Xxxxx Xxxxxxxx No 2 Trust
Per: “Xxxx Xxxxxxx”
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Name:
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Xxxx Xxxxxxx
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Title:
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Director
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Xxxxx 000 0 00 Xxxx Xxxxxx Xxxx 0 Xxxxxxx, Xxxxxxx X0X 0X0
Telephone 000 000 0000 0 Fax 000 000 0000 0 Toll Free 000 000 0000
SCHEDULE “B”
FEE SCHEDULE AND CRITERIA FOR BONUS
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(a)
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Name: Xxxx Xxxxx
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(b)
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Position: Chief Commercial Officer
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(c)
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Period: 1 January 2012 to 30 June 2012
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(d)
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TOTAL Direct Compensation Target, made up from (e) Annual Base Salary, (f) STIP $ Target Bonus, (g) LTIP $ Target Opportunity: = C$428,400
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(e)
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Annual Base Salary = C$231,000
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Incentive Bonus
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(f)
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Your STIP Target $ Bonus and as % of Annual Base Salary are:
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Target: C$92,400 or 40%; or Threshold C$46,200 or 20%; or Maximum C$138,600 or 60%.
The 2012 STIP targets will be company-wide and the method of assessment of achievement will be communicated to you in January 2012.
The 2011 STIP targets are company-wide and achievement is assessed by the Compensation Committee, against the following:
Production
1/3 reaching quarterly Budgeted YTD ounces produced
[Threshold = 90% - 95%, Target = 95% to 100%, Maximum = 101%+];
Financial
1/3 reaching quarterly Budgeted YTD cash from operations after all costs & overheads (including corporate and working capital changes) have been paid and generally achieving the programme & budget as approved
[Threshold = 90% - 95%, Target = 95% to 100%, Maximum = 101%+];
Exploration
1/6 improving categorization/quality of existing resources and delineating between 500,000 and 800,000 additional NI 43-101 / JORC verifiable oz
[Threshold = 500s, Target = 600s, Maximum = 700s], and
1/6 delineating between 250,000 and 500,000 oz geological potential (Exploration)
[Threshold = 250-299, Target = 300s potential, Maximum = 400s].
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(h)
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Annual Long Term Incentive Plan (“LTIP”) target bonus to be added to Annual Base Salary
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(i)
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$ Opportunity: C$52,500 worth of Olympus share options, as detailed in the Share Option Agreement relating to the 26 September 2011 granting.
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(ii)
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Black Scholes Conversion Details are available for your information.
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(i)
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Account Details for Payments to be detailed on your invoice
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(j)
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Currency for payment is Canadian Dollars
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(k)
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Name for LTIP Options as per Share Option Agreement TBD
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(l)
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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.
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(m)
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Performance Criteria: Meet requirements as specified from time to time by the CEO, and/or the Board of Olympus Pacific Minerals Inc. and/or the Boards of the Company’s subsidiaries.
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(n)
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Number of Months for Payment Pursuant to Termination: six (6) months (Clause 5b)
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(o)
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Number of Months for Payment Pursuant to Takeover: Twenty four (24) (Clause 5g)
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