Exhibit 10.3
Employment Agreement
This Agreement is made this 9th day of June, 2003, between Coeur d'Xxxxx
Xxxxx Corporation ("Company") and Xxxxx X. Xxxxxx, ("Employee").
WITNESSETH:
In consideration of the mutual promises and covenants herein contained to
be kept and performed by the parties hereto, the parties agree as follows:
1. Employment. The Company has heretofore, and hereby does, employ Employee
as Vice President Technical Services and Projects, and Employee accepts such
employment, on the terms and conditions of this Agreement.
2. Term Of Employment. The term of employment shall be from June 11, 2003
through the 31st day of May, 2005, unless sooner terminated as herein provided.
3. Compensation. The Company shall pay to Employee during the duration of
the term of this Agreement as follows:
(a) A base salary of $153,500 annually, payable in equal monthly
installments, which may be reviewed annually during any Agreement year, and any
higher salary to become the base salary for the purposes of this provision, it
being understood, however, that failure to increase the salary shall not be
grounds for termination of this Agreement; and
(b) Such other compensation and benefits that may be made available by the
Company in the discretion of the Board of Directors, consisting of bonuses,
short-term and long-term incentive plans, pension plan, retirement plan, profit
sharing plan, stock purchase plan and any other kind or type of incentive
programs approved by the Board. It is understood that Employee shall be a
participant in all compensation and benefit programs, including welfare benefit
plans, which exist for the executive staff of the Company.
4. Duties. Employee, during the term of this Agreement, shall perform the
duties usually and customarily associated with the office specified in paragraph
(1) above and as assigned to him from time-to-time by the Chief Executive
Officer of Company. Employee shall devote his best efforts and substantially all
of his time during business hours to advance the interests of the Company. He
shall not engage in business activity in competition with the Company.
1
5. Vacations. Employee shall be entitled to three weeks vacation during
each year of this Agreement, during which the compensation provided in this
Agreement shall be paid in full.
6. Disability. In the event Employee becomes disabled (inability or
incapacity due to physical or mental illness or injury to perform his duties)
during the term of this Agreement, which enables him unable to perform his
duties, he shall be entitled to participate in the Company's disability payment
plan in effect at the time of the disability.
7. Termination Of Employment. This Agreement shall be terminated as
follows:
(a) At the expiration of the term set forth above.
(b) Upon the death of Employee.
(c) By mutual agreement of the parties.
(d) Upon disability of Employee, when such disability renders Employee
unable to perform his duties for more than 90 continuous days.
(e) By the Company without giving any reason for termination, but with the
understanding that the compensation provided herein shall be paid or provided in
full to Employee in accordance with this Agreement, for the period of the
remaining duration of this Agreement.
(f) By the Company for cause, which means that Employee has failed to
perform his duties after having received from the Company a written notice that
his duties are not being performed, which written notice shall specify how
performance is deficient, and Employee then fails to resume performance promptly
after receipt of notice and failure of performance is not rectified. For cause
also means conviction of a felony or engagement in illegal conduct which is
injurious to the Company, in either such case Company need not allow Employee to
rectify nonperformance.
2
(g) Upon change in control of Company, as "change in control" is defined in
the so-called change in control agreement between Company and Employee, a copy
of which is attached hereto as Attachment A, and which will be executed by the
parties hereto when this Agreement is executed by them. In the event of
termination for this reason, Employee's and Company's rights with respect to
compensation and all other matters related to employment shall be as specified
in the change in control agreement, and not this Agreement.
8. Confidentiality. Employee agrees to keep all information acquired in
connection with his employment confidential, in accordance with the
confidentiality agreement executed by him which is attached to this Agreement,
marked Attachment B.
9. Specific Performance. Employee understands that the obligations
undertaken by him as set forth in this Agreement are unique, and that Company
will likely have no adequate remedy at law in the event such obligations are
breached. Employee therefore confirms that Company has the right to seek
specific performance if Company feels such remedy is essential to protect the
rights of Company. Accordingly, in addition to any other remedies which Company
might have in law or equity, it shall have the right to have all obligations
specifically performed, and to obtain injunctive relief, preliminary or
otherwise, to secure performance. Employee agrees that the arbitration provision
below will not be used to assert dismissal of an action in court for injunctive
relief, and agrees that the availability of arbitration is not intended by the
parties to prevent Company from seeking specific performance and injunctive
relief.
10. Arbitration. The Company and Employee will attempt to resolve any
disputes under this Agreement by negotiation. If any matter is not thereby
resolved, within 30 days after written notice by either party to the other, any
dispute or disagreement arising out of or relating to this Agreement, or the
breach of it, will be subject to exclusive, final and binding arbitration to be
conducted in Coeur d'Alene, Idaho in accordance with the Labor Arbitration Rules
of Procedure of the American Arbitration Association and the laws of the State
of Idaho governing arbitration of disputes.
11. Other Items. This Agreement shall not be amended or modified in any way
unless the amendment or modification is in writing, signed by the parties. There
shall be no oral modification of this Agreement. No provision of this Agreement
shall be waived
3
by conduct of the parties or in any other way. This Agreement and its validity,
interpretation, construction and performance shall be governed by the laws of
the State of Idaho.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
Coeur d'Xxxxx Xxxxx Corporation
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
4
