Tuesday, June 24, 2008

Termination of Employment Changes in Responsibilities and Employment Contracts

Read the following and weep, my fellow CMM shareholders. This paragraph is located on page 8 of the Management Information Circular. PK has taken care of her interests ahead of the shareholders AGAIN. It is unfortunate that the Board of Directors did not include wording that makes this clause null and void should the Century Mining share price drop under 75 cents.

PK isn't losing any sleep fielding angry emails, letters and telephone calls from the CMM rabble.




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A wholly-owned subsidiary of the Company, Century Mining (U.S.) Corporation ("Century U.S.") has an employment agreement with Ms. Margaret Kent, for renewable one-year terms, under which the Company has guaranteed the performance of all the obligations of Century U.S. to Ms. Kent. Under the terms of the agreement, Ms. Kent receives an annual base salary of US$210,000, which amount is subject to review every 12 months. Ms. Kent is also eligible for an annual bonus award of a maximum of 50% of her base salary based on achieving predetermined annual performance objectives set by the Board of Directors of Century U.S. In 2007, the life insurance benefit was increased from $500,000 to $1.0 million and the disability payment increased from $2,000 month to $5,000 per month. The agreement may be terminated by Century U.S. without cause upon 24 months prior written notice to Ms. Kent or in lieu of notice, by payment of all salary and benefits which would have accrued to Ms. Kent had the requisite notice been given. Should any person or group of related persons acting jointly or in concert acquire greater than 30% of the outstanding common shares of Century U.S. or elect 40% or more of the Board of Century U.S., Ms. Kent has a six month option to terminate her employment agreement upon which she would receive two times her then current annual salary and the present value of all benefits which would have accrued to her benefit during the period of 24 months immediately following the terminataion, including payment of her bonus.

4 comments:

bigjohn37 said...

Hi Natik; Thanks for your sharp 'legal eyes' for picking out the meat from the small print of PK's cushy employment contract. It just shows that her ego knows no bounds, and that she does not give a damn about shareholders of CMM.

I repeat my question to the Blog: what are our legal options after the AGM (if Vega does not succeed in their efforts to oust PK)?
Between those of us who voted for her removal we have somewhere between 5 and 10 million shares, which is not peanuts. So how do we orchestrate a shareholders' rebellion? Should we try to team up with Scion? If so, how do we do it? Can we call for an extraordinary shareholders' meeting with one agenda item: to remove PK? I look forward to your views & ideas. Thanks.

Natik said...

The AGM is in 3 days. Can someone post the E-mail addresses for all Directors of Century Mining. Shareholders must email them. There are three Independent Directors - Allen Ambrose, Ricardo Campoy, and Mark Lettes.

How many shareholders will be able to attend the AGM?

The final day to vote online or by telephone is June 25.

nino said...

My patience is really being tested.....someone is going to get themselves in trouble, just hope in not me.

Carib said...

bigjohn37, as far as I know, the only persons with the authority and the ability to oust the CEO is the Board of Directors. PK cannot be voted out at the AGM because you don't get to vote Against her - you can only vote to Withhold.

I expect Wega and Scion and many retail shareholders to vote to Withhold. The question is how will the independent Board members react to an overwhelming vote to Withhold PK as a Director. If the votes are overwhelmingly Withhold for PK and despite that, she is re-elected Chairman at/after the AGM, then it would show a real contempt by the BoD for the wishes of the company's shareholders.

That's why it is so important to not only vote to Withhold PK, but also to write to the BoD demanding that the act on the wishes of shareholders as reflected by those who have voted.

I have done both and urge everyone who is a shareholder to do the same.

The voting deadline is 3PM Pacific time Tomorrow.

If this fails, then the only option is to call for a Special Meeting to vote on replacing the Board and to nominate a new Board. The best time to have done this would have been at the upcoming AGM and Wega could have led the revolt, but instead they opted to punish the share price instead.