EXHIBIT (d)(15)
AGREEMENT
THIS AGREEMENT is made this 6th day of November 2001 by and
between Hecla Mining Company (the "Company") and Xxxxxxxx X. Xxxxx, Xx. (the
"Employee").
WHEREAS, the Company wishes to assure itself of stability and
continuity of management throughout the period of financial and organizational
restructuring required to restore the Company to financial health and stability.
WHEREAS, the Company recognizes that the financial and
operational restructuring may require the Company to engage in certain mergers,
consolidations, major sales of assets and businesses, and similar fundamental
changes in the structure and/or control of the Company, and that these
fundamental changes may have a substantial effect on the organization of the
Company and key executive positions.
WHEREAS, the Company believes that the key executives charged
with the development and implementation of the Company's restructuring must be
assured of economic and other security from the uncertainties inherent in the
restructuring, including the risk to their continued employment.
NOW, THEREFORE, this Agreement is made to assure the
fulfillment of the Company's objectives in a manner which serves the best
interests of the Company by providing the Employee with certain additional
compensation for the continued services of the Employee during the period of
uncertainty which will exist during the development and implementation of the
Company's restructuring. Accordingly, the Company and the Employee agree as
follows:
1. Implementation of Agreement. This Agreement shall become
effective on the date of the Agreement as identified above and unless extended
by mutual agreement shall end on the earliest of January 7, 2003, the fourth
business day after the date as of which the Employee's employment terminates for
any reason, or the date of a Change in Control of the Company, as defined in
that certain Employment Agreement between the Company and the Employee dated
November 6, 2001, or any amendment or replacement of such agreement. Nothing in
this Agreement is intended to supersede, invalidate, or duplicate the provisions
of any other agreement in force with the Employee, except to the extent that
this Agreement provides any additional compensation as provided herein. If the
Employee remains in the employ of the Company in his current capacity or in such
other capacity as to which the Company and the Employee may agree, the Employee
shall be entitled to the additional compensation as provided below.
2. Additional Retention Compensation. As additional
compensation for the continued retention of the Employee's services until the
respective dates indicated below during the proposed period of restructuring,
the following retention bonus amounts shall be paid to the Employee:
1
(a) On June 30, 2002, the amount of $66,000.00.
(b) On December 31, 2002, the amount of $132,000.00.
3. Payment of Retention Compensation. The retention
compensation bonus amounts provided in Paragraph 2 above shall be paid to the
Employee by the Company on or within three business days after the dates
indicated. If the Company fails to pay any such amount, the amount unpaid shall
bear interest at a rate of ten percent per annum. No amount which has not then
become due hereunder shall become payable hereunder following the earlier of the
date of a Change in Control of the Company as described in Paragraph 1 above or
the date of the Employee's termination of employment for any reason; provided
that if the Employee's employment is involuntarily terminated by the Company
without cause (as defined below), any remaining unpaid amounts hereunder shall
be accelerated and shall become immediately due, and shall be paid at the time
of the Employee's termination of employment without cause or within three
business days thereafter. For this purpose, termination without cause means
termination of the Employee's employment for other than the Employee's (i)
death, (ii) total and permanent disability, (iii) intentional and continued
gross malfeasance or nonfeasance of a material nature, (iv) refusal to or
failure to attempt to follow the written legal directions of the Board of
Directors or a more senior executive to which the Employee directly reports
which are consistent with the Employee's responsibilities relating to the
Company's businesses, or (v) conviction of a felony.
4. Non-Alienation. The Employee shall not have any right to
pledge, hypothecate, anticipate or in any way create a lien upon any payments
provided under this Agreement; and no payments payable hereunder shall be
assignable in anticipation of payment either by voluntary or involuntary acts,
or by operation of law. This provision does not affect beneficiary designations
or testamentary dispositions to the extent applicable.
5. Governing Law. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Idaho.
6. Amendment. This Agreement may be amended or cancelled by
mutual agreement of the parties in writing without the consent of any other
person and, so long as the Employee lives, no person, other than the parties
hereto, shall have any rights under or interest in this Agreement or the subject
matter hereof.
7. Successors; Binding Agreement. All provisions of this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company (including any successor to, or assignee of, any of the
assets or business of the Company), and the term "Company" as used herein shall
include Hecla Mining Company and all such successors and assigns. The Company
will require any such successor assign to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession or assignment had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession or assignment shall entitle the
2
Employee to compensation from the Company in the same amount and on the same
terms as would be payable hereunder by the successor assignee employer as
provided herein.
8. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which shall constitute an original without reference to
the others.
IN WITNESS WHEREOF, the Employee has executed this Agreement
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, and its
corporate seal to be hereunto affixed and attested by its Secretary, all as of
the day and year first above written.
HECLA MINING COMPANY
By: __/s/ Xxxxxx Brown______________
Xxxxxx Xxxxx
Chairman and Chief Executive Officer
__/s/ Xxxxxxxx X. Xxxxx, Xx.____
Xxxxxxxx X. Xxxxx, Xx.
3
