Exhibit 10(ii)
Employment Agreement
This Agreement is made this 12th day of October, 2001, between Coeur d'
Xxxxx Xxxxx Corporation ("Company") and Xxxxxx Xxxxxxxx, ("Employee").
WITNESSETH:
In consideration of the mutual promises and covenants herein contained to
be kept and performed by the parties hereto, the parties agree as follows:
1. Employment. The Company has heretofore, and hereby does, employ Employee as
Senior Vice President and Chief Operating Officer, and Employee accepts such
employment, on the terms and conditions of this Agreement.
2. Term Of Employment. The term of employment shall be from May 31, 2001 through
the 31st day of May, 2003, unless sooner terminated as herein provided.
3. Compensation. The Company shall pay to Employee during the duration of the
term of this Agreement as follows:
(a) A base salary of $285,000 annually, payable in equal monthly
installments, which may be reviewed annually during any Agreement year, and any
higher salary to become the base salary for the purposes of this provision, it
being understood, however, that failure to increase the salary shall not be
grounds for termination of this Agreement; and
(b) Such other compensation and benefits that may be made available by the
Company in the discretion of the Board of Directors, consisting of bonuses,
short-term and long-term incentive plans, pension plan, retirement plan, profit
sharing plan, stock purchase plan and any other kind or type of incentive
programs approved by the Board. It is understood that Employee shall be a
participant in all compensation and benefit programs, including welfare benefit
plans, which exist for the executive staff of the Company.
4. Duties. Employee, during the term of this Agreement, shall perform the duties
usually and customarily associated with the office specified in paragraph (1)
above and as assigned to him from time-to-time by the Chief Executive Officer of
Company.
Employee shall devote his best efforts and substantially all of his time
during business hours to advance the interests of the Company. He shall not
engage in business activity in competition with the Company.
5. Vacations. Employee shall be entitled to three weeks vacation in 2001/2002
and four weeks in 2002/2003, during which the compensation provided in this
Agreement shall be paid in full.
6. Disability. In the event Employee becomes disabled (inability or incapacity
due to physical or mental illness or injury to perform his duties) during the
term of this Agreement, which enables him unable to perform his duties, he shall
be entitled to participate in the Company's disability payment plan in effect at
the time of the disability.
7. Termination Of Employment. This Agreement shall be terminated as follows:
(a) At the expiration of the term set forth above.
(b) Upon the death of Employee.
(c) By mutual agreement of the parties.
(d) Upon disability of Employee, when such disability renders Employee
unable to perform his duties for more than 90 continuous days.
(e) By the Company without giving any reason for termination, but with the
understanding that the compensation provided herein shall be paid or provided in
full to Employee in accordance with this Agreement, for the period of the
remaining duration of this Agreement.
(f) By the Company for cause, which means that Employee has failed to
perform his duties after having received from the Company a written notice that
his duties are not being performed, which written notice shall specify how
performance is deficient, and Employee then fails to resume performance promptly
after receipt of notice and failure of performance is not rectified. For cause
also means conviction of a felony or engagement in illegal conduct which is
injurious to the Company, in either such case Company need not allow Employee to
rectify nonperformance.
(g) Upon change in control of Company, as "change in control" is defined in
the so-called change in control agreement between Company and Employee now in
effect. In the event of termination for this reason, Employee's and Company's
rights with respect to compensation and all other matters related to employment
shall be as specified in the change in control agreement, and not this
Agreement.
8. Confidentiality. Employee agrees to keep all information acquired in
connection with his employment confidential, in accordance with the
confidentiality agreement executed by him which is attached to this Agreement,
marked Attachment 1.
9. Specific Performance. Employee understands that the obligations undertaken by
him as set forth in this Agreement are unique, and that Company will likely have
no adequate remedy at law in the event such obligations are breached. Employee
therefore confirms that Company has the right to seek specific performance if
Company feels such remedy is essential to protect the rights of Company.
Accordingly, in addition to any other remedies which Company might have in law
or equity, it shall have the right to have all obligations specifically
performed, and to obtain injunctive relief, preliminary or otherwise, to secure
performance. Employee agrees that
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the arbitration provision below will not be used to assert dismissal of an
action in court for injunctive relief, and agrees that the availability of
arbitration is not intended by the parties to prevent Company from seeking
specific performance and injunctive relief.
10. Arbitration. The Company and Employee will attempt to resolve any disputes
under this Agreement by negotiation. If any matter is not thereby resolved,
within 30 days after written notice by either party to the other, any dispute or
disagreement arising out of or relating to this Agreement, or the breach of it,
will be subject to exclusive, final and binding arbitration to be conducted in
Coeur d' Alene, Idaho in accordance with the Labor Arbitration Rules of
Procedure of the American Arbitration Association and the laws of the State of
Idaho governing arbitration of disputes.
11. Other Items. This Agreement shall not be amended or modified in any way
unless the amendment or modification is in writing, signed by the parties. There
shall be no oral modification of this Agreement. No provision of this Agreement
shall be waived by conduct of the parties or in any other way. This Agreement
and its validity, interpretation, construction and performance shall be governed
by the laws of the State of Idaho.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
Coeur d' Xxxxx Xxxxx Corporation
By: Xxxxxx X. Xxxxxxx
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President
Xxxxxx Xxxxxxxx
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Employee
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