Executive Summary
This report compares Elmar Conradie's current employment contract with Safair Operations (the 2018 Restated Letter of Permanent Appointment, dated 26 November 2018) against the new draft Executive Employment Agreement received from Harith/Elysium's legal team (Viwe Didishe) on 30 March 2026.
The new draft is a significantly more detailed legal instrument — roughly double the length — drafted by external lawyers. While it modernises several clauses (POPIA, KPIs, parental leave), it materially reduces protections in key areas: notice period, restraint of trade, benchmarking flexibility, director indemnity, and LTIS protections.
Contract Overview
| Aspect | Current (2018) | New Draft (2026) |
|---|
| Type | Restated Letter of Appointment | Formal Executive Employment Agreement |
| Parties | Safair Ops & Elmar Conradie (named) | Safair Ops & [Insert Name] (template) |
| Position | CEO, Peromnes Grade 1 | [Drafting Note: Insert title/grade] |
| Employment history | Explicitly preserves 1 Aug 2005 start date | No continuity clause |
| Signed by | M Booyse (Head of HR) | Not yet signed |
| Drafting | Internal (Safair HR) | External (Harith/CDH lawyers) |
Clause-by-Clause Comparison
1. Notice Period
| Current | New Draft | Impact |
|---|
| Notice period | 6 calendar months | 2 calendar months | Significant reduction |
| Notice timing | Given on 1st or 15th of month | No restriction | Minor |
| Lock-in | Cannot terminate before 31 Dec 2020 | None | Expired |
| Early resignation penalty | 1 month's salary | Full salary for unworked notice period | Much harsher |
| Payment in lieu | Not specified | Employer may elect to pay in lieu | Neutral |
2. Remuneration
| Current | New Draft | Impact |
|---|
| Benchmarking frequency | Annual | Bi-annual | Neutral/positive |
| Benchmark peer group | SA commercial airline CEOs | Industry peers in Southern Africa | Broader — could dilute |
| Variance allowed | 20% | 5% | Major constraint |
| Minimum increase guarantee | At least average increase for Peromnes 7+ | None | Removed |
| Salary review | July annually | July annually | Unchanged |
3. Bonus
| Current | New Draft | Impact |
|---|
| Bonus quantum | 6 months CTC | [Insert] months CTC | TBD |
| Minimum threshold | 50% of budget | 75% of budget | Harder to qualify |
| Maximum cap | 120% of budget | 200% of CTC | Higher upside |
| KPI linkage | Not specified | Bonus subject to KPI achievement | Additional condition |
| Board override | Not specified | Board can approve below 75% or above 200% | Discretionary flexibility |
4. LTIS
| Current | New Draft | Impact |
|---|
| Replacement obligation | Must replace on same terms | Subject to absolute discretion | No guarantee |
| KPIs | Board may vary KPIs | Multiplier per Annexure A (changeable) | Similar |
5. Restraint of Trade
| Current | New Draft | Impact |
|---|
| Duration | Via LTIS annexure | 36 months | Extremely long |
| Geography | Not specified in letter | Republic of South Africa | Nationwide |
| Scope | Not detailed | Any aviation industry work; soliciting suppliers; hiring staff; using confidential info | Very broad |
| Extension on breach | None | Restraint extends by duration of breach | Punitive |
| LTIS link | Restraint tied to LTIS | Main contract restraint plus LTIS restraints | Double restraint |
6. Leave & Benefits
| Current | New Draft | Impact |
|---|
| Annual leave | 30 working days | [25 or 30] — TBD | Must confirm 30 |
| Medical aid | Imperialmed | Discovery | Scheme changed |
| Post-retirement medical | May remain; company contribution ceases | No post-retirement benefits | Slightly worse |
| 13th cheque | Available — employee elects structure | Removed entirely | Benefit lost |
| Parental leave clawback | Not mentioned | Resign within 12 months = repay | New restriction |
| Retirement age | Not specified | 65 years — auto-termination | New |
7. Removed Protections
| Clause | Current | New Draft |
|---|
| Director indemnity & D&O insurance | Explicit: employer indemnifies + ensures D&O insurance annually | Removed entirely |
| Internet/cell contribution | Company contributes to business calls + home internet | Cell required; no contribution |
| Policies as part of contract | Policies form part of the contract | Policies do NOT form part |
8. New Clauses
| Clause | Description | Concern |
|---|
| Retirement Age (65) | Auto-terminates at 65 | Low |
| KPIs (3.3) | Employer sets KPIs; linked to bonus | Medium |
| Malice & Misconduct (15) | Fraud = repay all bonuses/benefits | Medium |
| Polygraph (20.3) | Cannot refuse polygraph or voice stress test | Medium |
| POPIA (21) | Data processing and consent | Low |
| Comms interception (21.5) | Consent to monitoring on company equipment | Low-Medium |
| External work — total prohibition (14) | No work of any kind, any hours, any field | High |
Risk Assessment
| Issue | Risk | Priority |
|---|
| Notice period: 6 → 2 months | Drastically less runway if terminated | CRITICAL |
| D&O indemnity removed | Personal liability exposure as director | CRITICAL |
| 36-month aviation restraint across SA | Effectively unemployable in aviation for 3 years | CRITICAL |
| Benchmarking variance 20% → 5% | Salary positioning constrained | HIGH |
| LTIS at employer's absolute discretion | No guarantee of equivalent incentive | HIGH |
| Employment continuity not preserved | Loss of 21 years' service recognition | HIGH |
| Total prohibition on external work | Impacts personal directorships (Werda, ENCFT, YellowNickel) | HIGH |
| 13th cheque removed | Benefit lost unless absorbed into CTC | MEDIUM |
| Bonus threshold raised (50% → 75%) | Harder to qualify | MEDIUM |
| Minimum salary increase removed | Increases fully discretionary | MEDIUM |
Recommended Negotiation Positions
Must-Haves (Non-Negotiable)
- Employment continuity: Explicit clause preserving 1 August 2005 as start date with uninterrupted service.
- D&O indemnity: Reinstate director indemnity clause and annual D&O insurance obligation.
- Notice period: Negotiate back to at least 4 months, ideally 6.
- Restraint scope: Narrow from "any aviation industry" to direct competitors (scheduled commercial airlines in SA). Duration: 12-18 months, or tie to adequate compensation during restraint.
- External interests: Carve-out for existing personal directorships (Werda Operations, ENC Family Trust, Werda Investments, YellowNickel) and passive investments.
Should-Haves (Strong Push)
- Benchmarking variance: Restore to 10-15%.
- LTIS replacement: Reinstate obligation to replace on substantially similar terms.
- Minimum increase: CPI-linked floor for annual increases.
- Annual leave: Confirm 30 working days.
- 13th cheque: Clarify if absorbed into CTC or removed; if removed, seek adjustment.
Nice-to-Haves
- Bonus floor: Negotiate back to 50% threshold.
- Polygraph clause: Add "reasonable grounds" qualifier.
- Parental leave clawback: Reduce from 12 months to 6.
- Restraint extension on breach: Remove auto-extension provision.
Conclusion
The new draft represents a significant shift in balance from employee to employer. While some modernisations are welcome (POPIA, KPIs, retirement age), the core commercial terms — notice period, restraint, benchmarking, LTIS protections, and D&O indemnity — have all moved materially against the employee.
This is not unusual when a new shareholder (Harith) standardises executive contracts, but should not be accepted without substantial negotiation on the critical items above. The restraint clause warrants independent legal review given its 36-month duration and aviation-wide scope.
Recommendation: Engage a labour/employment lawyer to review the restraint clause specifically, and negotiate the must-have items before signing.