July 1, 1997
PRIVILEGED AND CONFIDENTIAL
Xxxxxxx X. Xxxxx
Vice President Exploration
0000 X. Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Re: Termination Agreement
Dear Dick:
XXXXXXXX Gold Corporation (the "Company") considers it essential to the best
interests of the stockholders of the Company to xxxxxx the continuous employment
of key management personnel. In this connection, the Board of Directors (the
"Board") of the Company recognizes that, as is the case with many publicly held
corporations and their subsidiaries and parents, the possibility of a Change in
Control may exist and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
The Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company's
management, including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a Change in Control of the Company.
In order to induce you to remain in the employ of the Company and in
consideration of your agreement set forth in Subsection 2(ii) hereto, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement ("Agreement") in the event your employment with the Company is
terminated subsequent to a "Change in Control" of the Company (as defined in
Section 2 hereof) under the circumstances described below. This agreement,
however, does not otherwise change your employment arrangements and except for
the conditions pertaining to a Change in Control, your continued employment
continues to be subject to the will of the Board of the Company.
1. TERM OF AGREEMENT
This Agreement shall commence on the date hereof and shall continue in
effect through June
30, 2000; provided, however, if a Change in Control of the Company shall
have occurred during the term of this Agreement, this Agreement shall
continue in effect for a period of three (3) years beyond the month in
which such Change in Control occurred; provided further, that in no event
shall this Agreement extend beyond your normal retirement age unless
specifically endorsed to so provide.
2. CHANGE IN CONTROL
(i) No benefits shall be payable hereunder unless there shall have been a
Change in Control of the Company, as set forth below. For purposes of
this Agreement, a "Change in Control" of the Company are deemed to
have occurred if:
(A) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended [the "Exchange
Act"], other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation
owned, directly or indirectly by the stockholders of the Company,
in substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or
more of the combined voting power of the Company's outstanding
securities; or
(B) During Any Period Of Two (2) Consecutive Years (Not Including Any
Period Prior To The Execution Of This Agreement), Individuals Who
At The Beginning Of Such Period Constitute The Board And Any New
Director (Other Than A Director Designated By A Person Who Has
Entered Into An Agreement With The Company To Effect A
Transaction Described In Clause (A) Or (C) Of This Subsection)
Whose Election By The Board Or Nomination For Election By The
Company's Stockholders Was Approved By A Vote Of At Least
Two-thirds (2/3) Of The Directors Then Still In Office Who Either
Were Directors At The Beginning Of The Period Or Whose Election
Or Nomination For Election Was Previously So Approved, Cease For
Any Reason To Constitute A Majority Thereof; Or
(C) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) at least eighty percent (80%) of the
combined voting power of the voting securities of the Company
or such
surviving entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve an
agreement for the sale or disposition by the Company of all or
substantially all the Company's assets; or
(D) There occurs any "Takeover Event," as such term is defined in the
Amended and Restated Long-Term Incentive Plan of the Company, as
amended November 4, 1992, or a "Change in Control," as such term
is defined in the 1996 Long-Term Equity Incentive Plan of the
Company.
(ii) For purposes of this Agreement, a "potential Change in Control" of
the Company shall be deemed to have occurred if:
(A) The Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control of the
Company.
(B) Any person (including the Company) publicly announces an
intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control of the Company.
(C) Any person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the stockholders of
the Company, in substantially the same proportions as their
ownership of stock of the Company, who is or becomes the
beneficial owner, directly or indirectly, of securities of the
Company representing nine and a half (9.5%) percent or more of
the combined voting power of the Company's then outstanding
securities, increases his beneficial ownership of such securities
by five percent (5%) or more over the percentage so owned by such
person on the date hereof; or
(D) The Board adopts a resolution to the effect that, for purposes of
this Agreement, a potential Change in Control has occurred.
You agree that, subject to the terms and conditions of this Agreement, in the
event of a potential Change in Control, you will remain in the employ of the
Company until the earliest of (i) a date which is six (6) months from the
occurrence of such potential Change in Control, (ii) the termination by you of
your employment by reason of Disability, as defined in Subsection 3(i), or (iii)
the occurrence of a Change in Control of the Company.
3. TERMINATION FOLLOWING CHANGE IN CONTROL
If any of the events described in Subsection 2(i) hereof constituting a
Change in Control of the Company shall have occurred, you shall be
entitled to the benefits provided in Subsection 4(iii) hereof either upon
the subsequent termination of your employment during the term of this
Agreement unless such termination is (A) because of your death or
Disability as defined in Subsection 3(i), or (B) by the Company for
Cause, or by you other than for Good Reason, in either of which case you
shall be entitled to the benefits provided in Subsection 4(ii).
(i) DISABILITY. If, as a result of your incapacity due to physical or
mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6)
consecutive months, and within thirty (30) days after written
notice of termination is given you shall not have returned to the
full-time performance of your duties, your employment may be
terminated for "Disability".
(ii) CAUSE. Termination by the Company of your employment for "Cause"
shall mean termination upon (A) the willful and continued failure
by you to substantially perform your duties with the Company
(other than any such failure resulting from your incapacity due to
physical or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination by you for
Good Reason as defined in Subsections 3(iv) and 3 (iii),
respectively) after a written demand for substantial performance
is delivered to you by the Board, which demand specifically
identifies the manner in which the Board believes that you have
not substantially performed your duties, or (B) the willful
engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes
of this Subsection, no act, or failure to act, on your part shall
be deemed "willful" unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your action
or omission was in the best interest of the Company.
Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board called
and held for such purpose (after reasonable notice to you and
opportunity for you, together with your counsel, to be heard
before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clauses (A)
or (B) of the first sentence of this Subsection and specifying
the particulars thereof in detail.
(iii) GOOD REASON. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean, without your express written consent, the occurrence
after a Change
in Control of the Company of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G) or (H), such
circumstances are fully corrected prior to the Date of
Termination specified in the Notice of Termination, as defined in
Subsections 3(v) and 3(iv), respectively, given in respect
thereof:
(A) The assignment to you of any duties inconsistent with your
status as an officer of the Company or a substantial
adverse alteration in the nature or status of your
responsibilities from those in effect immediately prior to
the Change in Control of the Company;
(B) A reduction by the Company in your annual base salary as
in effect on the date hereof or as the same may be
increased from time to time except for across-the-board
salary reductions similarly affecting all senior
executives of the Company and all senior executives of any
person or entity which accedes to the business of the
Company;
(C) The relocation of your principal office to outside the
Winnemucca, Nevada Metropolitan Area, or the Company's requiring
you to be based anywhere other than in Winnemucca, Nevada except
for required travel on the Company's business to an extent
substantially consistent with your present business travel
obligations;
(D) The failure by the Company, without your consent, to pay to you
any portion of your current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all
senior executives of the Company and all senior executives of any
person or entity which accedes to the business of the Company, or
to pay to you any portion of an installment of deferred
compensation under any deferred compensation program of the
Company, within seven (7) days of the date such compensation is
due;
(E) The failure by the Company to continue in effect any
compensation plan in which you participate immediately
prior to the Change in Control of the Company which is
material to your total compensation, including but not
limited to the Xxxxxxxx Gold Corporation Long-Term
Incentive Plan, as the plan is amended from time to time
("the Long-Term Incentive Plan"), or any substitute plan
adopted prior to the Change in
Control, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to
such plan, or the failure by the Company to continue your
participation therein (or in such substitute or alternative plan)
on a basis not materially less favorable, both in terms of the
amount of benefits provided and the level of your participation
relative to other participants, as existed at the time of the
Change in Control of the Company;
(F) The failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under
any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which you were
participating at the time of the Change in Control of the
Company, the taking of any action by the Company which would
directly or indirectly materially reduce any of such
benefits or deprive you of any material fringe benefit
enjoyed by you at the time of the Change in Control of the
Company, or the failure by the Company to provide you with
the number of paid vacation days to which you are entitled
on the basis of years of service with the Company in
accordance with the Company's normal vacation policy in
effect at the time of the Change in Control of the Company;
(G) The failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement,
as contemplated in Section 5 hereof;
(H) Any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the
requirements of Subsection (iv) below (and, if applicable, the
requirements of Subsection (ii) above); for purposes of this
Agreement, no such purported termination shall be effective; or
(iv) Any material breach by the Company of any provision of this Agreement.
Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness unless such
illness constitutes "Disability". Your continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circumstance constituting
Good Reason hereunder.
(v) NOTICE OF TERMINATION. Any purported termination of your
employment by the Company or by you shall be communicated by written
Notice of Termination to the other party hereto in accordance with
Section 6 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision
so indicated.
(vi) DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your
employment is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that you shall not have returned to
the full-time performance of your duties during such thirty (30) day
period), and (B) if your employment is terminated pursuant to
Subsection (ii) or (iii) above or for any other reason (other than
Disability), the date specified in the Notice of Termination (which,
in the case of a termination pursuant to Subsection (ii) above shall
not be less than thirty (30) days, and in the case of a termination
pursuant to Subsection (iii) above shall not be less than fifteen (15)
nor more than sixty (60) days, respectively, from the date such Notice
of Termination is given); provided that if within fifteen (15) days
after any Notice of Termination is given, or if later, prior to the
Date of Termination (as determined without regard to this provision),
the party receiving such Notice of Termination notifies the other
party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties by a
binding arbitration award, or by a final judgment, order or decree of
a court of competent jurisdiction (which is not appealable or with
respect to which the time for appeal therefrom has expired and no
appeal has been perfected); provided further that the Date of
Termination shall be extended by a notice of dispute only if such
notice is given in good faith and the party giving such notice pursues
the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Company will
continue to pay you your full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to,
base salary) and continue you as a participant in all compensation,
benefit and insurance plans in which you were participating when the
notice giving rise to the dispute was given, until the dispute is
finally resolved in accordance with this Subsection. Amounts paid
under this Subsection are in addition to all other amounts due under
this Agreement and shall not be offset against or reduce any other
amounts due under this Agreement.
4. COMPENSATION UPON TERMINATION OR DURING DISABILITY
Following a Change in Control as defined by Subsection 2(i), upon
termination of your
employment or during a period of disability, you shall be entitled to
the following benefits:
(i) During any period that you fail to perform your full-time
duties with the Company as a result of incapacity due to
physical or mental illness that does not constitute
Disability, you shall continue to receive your base salary
at the rate in effect at the commencement of any such
period, together with all compensation payable to you under
the Long-Term Incentive Plan or other plan during such
period, until this Agreement is terminated pursuant to
Section 3(i) hereof. Thereafter, or in the event your
employment shall be terminated, or by reason of your death,
your benefits shall be determined under the Company's
retirement, insurance and other compensation programs then
in effect in accordance with the terms of such programs;
(ii) If your employment shall be terminated by the Company for Cause or
by you other than for Good Reason, or for Disability or death, the
Company shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which you are
entitled under any compensation plan of the Company at the time
such payments are due, and the Company shall have no further
obligations to you under this Agreement;
(iii) If your employment by the Company shall be terminated (a) by the
Company other than for Cause or Disability or (b) by you for
Good Reason, then you shall be entitled to the benefits provided
below:
(A) The Company shall pay you your full base salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation plan of the
Company, at the time such payments are due, except as
otherwise provided below.
(B) In lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall pay
as severance pay to you, a lump sum severance payment
(together with the payments provided in Paragraph E below
and any payment you may receive pursuant to Paragraph D
below, the "Severance Payments") equal to 1.5 times the sum
of (i) your annual base salary and (ii) bonuses, averaged
over the three (3) years (or such portion of the three (3)
years during which you actually were employed by the
Company) prior to the occurrence of the circumstances giving
rise to the Notice of
Termination.
(C) Health plan, dental plan, life insurance plan and
long-term disability plan coverage in effect on the Date
of Termination will continue for a period of twenty four
(24) months from the Date of Termination.
(D) Except for Incentive Stock Options ("ISO's") which are
hereby specifically excluded, in lieu of shares of common
stock of the Company ("Company Shares") issuable upon
exercise of outstanding options ("Options"), granted to you
under the Company's Long-Term Incentive Plan as amended from
time to time, or any other plan then in effect (which
Options shall be canceled upon the making of the payment
referred to below), unless you notify the Company by giving
notice in accordance with Section 6 hereof within fifteen
(15) days after receipt of Notice of Termination that you do
not wish such payment, the Company shall pay to you not
later than the fifth day following the Date of Termination,
an amount in cash equal to the product of (i) the difference
(to the extent that such difference is a positive number)
obtained by subtracting the per share exercise price of each
Option held by you whether or not then fully exercisable
from the higher of (A) the closing price of Company Shares
as reported on the American Stock Exchange on the Date of
Termination, or (B) the highest per share price for Company
Shares actually paid in connection with any Change in
Control of the Company, or (C) the highest per share price
payable under the terms of the Company's Long-Term Incentive
Plans as amended from time to time and (ii) the number of
Company Shares covered by each such Option.
(E) The Company shall also pay to you all legal fees and
expenses incurred by you as a result of such termination
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this
Agreement or in connection with any tax audit or proceeding
to the extent attributable to the application of Section
4999 of the Internal Revenue Code of 1986, as amended (the
"Code") to any payment or benefit provided hereunder).
(F) In the event that you become entitled to the payments (the
"Severance Payments") provided under paragraphs (B),(D),
and
(E) above, or to any other payments or benefits received
or to be received by you in connection with a Change in
Control or your termination of employment (whether
pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company) any person
whose actions result in a Change in Control or any person
affiliated with the Company or such person (collectively
with the Severance Payments, the "Total Payments) if any
of the Total Payments will be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code, the
Company shall pay to you at the time specified in
paragraph (G) below, an additional amount (the "Gross-Up
Payment") such that the net amount retained by you, after
deduction of any Excise Tax on the Total Payments and any
federal income tax and Excise Tax upon the payment
provided for by this paragraph, shall be equal to the
Total Payments. For purposes of determining whether any of
the Total Payments will be subject to the Excise Tax and
the amount of such Excise Tax, (i) the Total Payments
shall be treated as "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of Section 280G(b)(1) shall
be treated as subject to the Excise Tax, unless in the
opinion of tax counsel selected by the Company's
independent auditors and acceptable to you such other
payments or benefits (in whole or in part) do not
constitute parachute payments, or such excess parachute
payments (in whole or in part) represent reasonable
compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the
base amount within the meaning of Section 280G(b)(3) of
the Code, or are otherwise not subject to the Excise Tax;
(ii) the amount of the Total Payments which shall be
treated as subject to the Excise Tax shall be equal to the
lesser of (A) the total amount of the Total Payments or
(B) the amount of excess parachute payments within the
meaning of Section 280G(b)(1) (after applying clause (i),
above; and (iii) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the
Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up
Payment, you shall be deemed to pay federal income taxes
at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be
made. In the event that
the Excise Tax is subsequently determined to be less than
the amount taken into account hereunder at the time of
termination of your employment, you shall repay to the
Company at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the
Gross-Up Payment attributable to such reduction (plus the
portion of the Gross-Up Payment attributable to the Excise
Tax and federal income tax imposed on the Gross-Up Payment
being repaid by you if such repayment results in a
reduction in Excise Tax and/or a federal income tax
deduction) plus interest on the amount of such repayment
at the rate provided in Section 1274(b)(2)(B) of the Code.
In the event that the Excise Tax is determined to exceed
the amount taken into account hereunder at the time of the
termination of your employment (including by reason of any
payment, the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional gross-up payment in
respect of such excess (plus any interest payable with
respect to such excess) at the time that the amount of
such excess is finally determined.
(G) The payments provided for in paragraphs (B), (D), and (F)
above, shall be made not later than the fifth (5th) day
following the Date of Termination; provided, however, that
if the amounts of such payments cannot be finally determined
on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by the Company,
of the minimum amount of such payments and shall pay the
remainder of such payments (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code) as soon
as the amount thereof can be determined, but in no event
later than the thirtieth (30th) day after the Date of
Termination. In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company
to you payable on the fifth (5th) day after demand by the
Company (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).
(vi) You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation
earned by you as the result of employment by another employer,
by retirement benefits, by offset against any amount claimed to
be owed by you to the Company, or otherwise.
(vii) In addition to all other amounts payable to you under this
Section 4, you shall be entitled to receive all benefits
payable to you under the 401(k) Thrift Plan, and any other
plan or agreement relating to retirement benefits.
5. RELATIONSHIP WITH LONG-TERM INCENTIVE PLANS
In the event of an inconsistency between the terms of this Agreement and
the terms of the Company's Long-Term Incentive Plans, the terms of this
Agreement shall control.
6. SUCCESSORS: BINDING AGREEMENT
(i) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company 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 had taken place. Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and
shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled
to hereunder if you terminate your employment for Good
Reason following a Change in Control, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of
law, or otherwise.
(ii) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you
should die while any amount would still be payable to you
hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee
or, if there is no such designee, to your estate.
7. NOTICES
For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement,
provided that all notice to the Company shall be directed to the
attention
of the Board with a copy to the Secretary of the Company, or to such
other address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
8. MISCELLANEOUS
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and
signed by you and such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth
in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State
of Delaware. All references to Sections of the Exchange Act or the Code
shall be deemed also to refer to any successor provisions to such
Sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law. The
obligations of the Company under Section 4 shall survive the expiration
of the term of this Agreement.
9. VALIDITY
The invalidity or unenforceable ability or any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will
constitute one and the same instrument.
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject.
Sincerely yours,
XXXXXXXX GOLD CORPORATION
/s/ X. X. Xxxxxxxx
G. W. (Xxxx) Xxxxxxxx
President and Chief Executive Officer
GWT:mim
ACCEPTED AND AGREED to on this 6 day of July, 1997.
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
