EXHIBIT 10.1

             Summary of Executive Management Performance Bonus Plan


         Golden Star Resources Ltd. has adopted an executive management
performance bonus plan under which the Company's executive officers and certain
other management personnel are eligible for annual bonus awards. Bonuses are
awarded at the discretion of the Company's Board of Directors, based on the
Board's evaluation of the performance of both the Company and the participant
measured against performance objectives established each year. The Company's
executives, including the following four executive officers named in its proxy
statement and management information circular for its 2002 annual general
meeting of shareholders are eligible for discretionary bonus awards based on
salary levels and performance: Mr. Peter J. Bradford, President and Chief
Executive Officer; Mr. Allan J. Marter, Senior Vice President and Chief
Financial Officer; Mr. Richard Q. Gray, Senior Vice President and Chief
Operating Officer; and Dr. Peter G. Donald, Vice President.