AGREEMENT
AGREEMENT dated this 27th day of May, 1997 among MIL (Investments) S.A.
("MIL"), Nord Resources Corporation (the "Company"), Xxxxx X. Cruft ("Cruft),
Xxxxxxx X. Xxxx ("Lang") and X. Xxxxxx Xxxxxx ("Xxxxxx").
WHEREAS, Cruft has agreed to withdraw as full-time Chairman and Chief
Executive Officer ("CEO") of the Company and its affiliate, Nord Pacific Ltd.
("NPL") and, nstead, become part-time Chairman of each and that Lang agree to
restructure his position with the Company; and
WHEREAS, Xxxxxx has agreed to become President and CEO of the Company and
NPL; and
WHEREAS, MIL, Cruft, Lang and Xxxxxx have all agreed that it is in the best
interests of the Company that they cooperate in the restructuring of the
management of the Company for the benefit of the Company;
WHEREAS, MIL has agreed, as an inducement to (x) Cruft to reduce his
position with the Company and become part-time Chairman, (y) Lang to restructure
his position with the Company and (z) Xxxxxx to become President and CEO, to be
bound to vote its shares in the Company to effectuate the terms of the Cruft
Agreement, Lang Agreement and Xxxxxx Agreement
should shareholder approval of any portion thereof be required by any relevant
statute, stock exchange or regulatory body;
WHEREAS, Cruft, Lang and Xxxxxx, as a result thereof, respectively have
agreed to the terms of a Continuation of Employment Agreement between Cruft and
the Company ("Cruft Agreement"), a copy of which is attached hereto as Exhibit
A, and a Continuation of Employment Agreement between Lang and the Company
("Lang Agreement"), a copy of which is attached hereto as Exhibit B, and an
Employment Agreement between Xxxxxx and the Company ("Xxxxxx Agreement"), a copy
of which is attached hereto as Exhibit C, each of even date herewith; and
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is agreed as follows:
1) Cruft, Lang and Xxxxxx each agrees to enter into their respective
agreements with the Company.
2) MIL agrees to vote its shares at all meetings and in all certificates
of action of the shareholders of the Company to effectuate each and every term
of the Cruft Agreement, Lang Agreement and Xxxxxx Agreement, in each case in the
form attached hereto without modification
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or amendment, should shareholder approval of any portion thereto be required by
any relevant statute, stock exchange or regulatory body.
MIL (INVESTMENTS) S.A.
BY:
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BY:
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NORD RESOURCES CORPORATION
BY:
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XXXXX X. CRUFT
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XXXXXXX X. XXXX
/S/ X. Xxxxxx Xxxxxx
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X. XXXXXX XXXXXX
73067.2
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