ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of November 8, 2006, by and between HECLA MINING COMPANY, a Delaware corporation (“Assignor”) and HECLA HOLDINGS INC., a Delaware corporation (“Assignee”).
RECITALS
Pursuant to the Agreement and Plan of Reorganization dated as the date hereof, among Assignor, Assignee, and Hecla Merger Sub Inc. (the “Merger Agreement”), Assignor will create a new holding company structure by merging Hecla Merger Sub Inc. with and into Assignor with Assignor being the surviving corporation and converting the capital stock of Assignor into the capital stock of Assignee (the “Merger”). In connection with the Merger, Assignor has agreed to assign to Assignee, and Assignee has agreed to assume from Assignor, all of the Option Plans, the Stock Incentive Plans and the Other Agreements (collectively, the “Assumed Agreements”).
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties intending to be legally bound, agree as follows:
1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement.
2. Assignment. Assignor hereby assigns to Assignee all of its rights and obligations under the Assumed Agreements listed on Exhibit A hereto.
3. Assumption. Assignee hereby assumes all of the rights and obligations of Assignor under the Assumed Agreements, and agrees to abide by and perform all terms, covenants and conditions of Assignor under such Assumed Agreements. In consideration of the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Agreements, Assignor agrees to pay (i) all expenses incurred by Assignee in connection with the assumption of the Assumed Agreements pursuant to this Agreement and (ii) all expenses incurred by Assignee in connection with the registration on Form S-8 of shares of common stock of Assignee to the extent required in connection with the Option Plans and the Stock Incentive Plans, including, without limitation, registration fees imposed by the Securities and Exchange Commission.
4. Further Assurances. Subject to the terms of this Agreement, the parties hereto shall take all reasonable and lawful action as may be necessary or appropriate to cause the intent of this Agreement to be carried out, including, without limitation, entering into amendments to the Assumed Agreements and notifying other parties thereto of such assignment and assumption.
5. Successors and Assigns. This Agreement shall be binding upon Assignor and Assignee, and their respective successors and assigns. The terms and conditions of this Agreement shall survive the consummation of the transfers provided for herein.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.
7. Entire Agreement. This Agreement, including Exhibit A attached hereto, together with the Merger Agreement, constitute the entire agreement and supersede all other agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement may not be modified or amended except by a writing executed by the parties hereto.
8. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
9. Third Party Beneficiaries. The parties to the various stock option or similar agreements entered into pursuant to the Option Plans and the Stock Incentive Plans and who are granted Options or other rights to receive securities thereunder, and the parties to the Other Agreements, are intended to be third party beneficiaries to this Agreement.
10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.
This Assignment and Assumption Agreement is signed as of the date first written above.
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Assignor
HECLA MINING COMPANY | |
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By: |
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Xxxxxxxx X. Xxxxx, Xx. President and CEO |
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Assignee
HECLA HOLDINGS INC. | |
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By: |
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Xxxxxx X. Xxxx Vice President |
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Exhibit A
Assumed Agreements
Stock and Stock Incentive Plans
Hecla Mining Company Key Employee Deferred Compensation Plan
Hecla Mining Company 1995 Stock Incentive Plan
Hecla Mining Company Stock Plan for Nonemployee Directors
Other Agreements
Hecla Mining Company Retirement Plan
Hecla Mining Company Capital Accumulation Plan (401(k) Plan)
Employment Agreements with the following individuals:
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x. |
Xxxxxxxx X. Xxxxx, Xx. |
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b. |
Xxxxxx X. Xxxxxxx |
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c. |
Xxxxx Xxxxxxxx |
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x. |
Xxxxx X. Xxxxx |
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e. |
Xxxxxxx X. Xxxxxxxx |
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f. |
Xxxxxx X. Xxxx |
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g. |
Xxxx XxXxxxxx |
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h. |
Xxx X. Xxxxxx |
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i. |
Xxxxx Xxxxxxx |
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j. |
Xxxxxxx X. Xxxxxx |
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k. |
Xxx Xxxx |
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l. |
Xxxx Xxxxxxx |
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m. |
Xxxxxx Xxxxx |
Performance Pay Compensation Plan (Short-Term Plan)
Executive and Senior Management Long-Term Performance Incentive Plan
Supplemental Excess Retirement Plan
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