EXHIBIT 10.12
AGREEMENT
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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:
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(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
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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: _______________________________
Xxxxxx Xxxxx
Chairman and Chief Executive Officer
_______________________________
Xxxxxxxx X. Xxxxx, Xx.
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