Hecla Mining Company Exhibit 10.19 to Form 10-K





Exhibit 10.19 




	
 

	
 

	
 


	



	
 

	
 


	
 

	
633
 West Fifth Street, Suite 2560, Los Angeles, CA 90071


	
Phone: 213.330.2390 Fax:
 213.330.2133


	
www.alvarezandmarsal.com


	
 

	
 





December
29, 2008


Phillips
S. Baker Jr.

President
and Chief Executive Officer

Hecla Mining Company

6500 N
Mineral Drive Suite 200

Coeur d’Alene, Idaho 83815-9408


Dear
Mr. Baker:


This letter confirms and sets forth the terms and
conditions of the engagement between Alvarez & Marsal North America, LLC
(“A&M”) and Hecla Mining Company and its subsidiaries (the “Company”), including the scope
of the services to be performed and the basis of compensation for those services effective as of December 19,
2008. Upon execution of this letter by each
of the parties below and receipt of the retainer described below, this letter will constitute an agreement
between the Company and A&M.


	
 

	
 

	
 


	
 

	
1.

	
Description
 of Services








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
a.

	
Officers. In connection with
 this engagement, A&M shall make available to the Company:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Stanley E. Speer to serve
 as the Chief Restructuring Officer (the
 “CRO”);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Upon the mutual agreement of A&M and the Board of Directors of the
 Company (the “Board”), such additional personnel as are necessary to assist in the
 performance of the duties set forth in clause l.b below (the “Additional Personnel”). Such
 Additional Personnel may be designated by the Company as executive officers upon mutual agreement between
 A&M and the Company; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Dean
 Swick will serve as a Senior Advisor.















	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
Duties.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The CRO, together with any Additional Personnel, in cooperation with the
 Chief Executive Officer of the Company (the “CEO”), shall perform a financial review
 of the Company, including but not limited to a review and assessment of
 financial information that has been, and that will be, provided by the Company to its
 creditors, including without limitation its short and long-term projected
 cash flows;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The CRO and any Additional Personnel shall assist the CEO in the
 identification of cost reduction and operations improvement
 opportunities;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
The CRO and any Additional Personnel shall assist the CEO in developing for
 the Board’s review possible restructuring plans or strategic alternatives for
 maximizing the
 Company’s ability to meet its cash needs as well as to maximize the
 enterprise value of the Company’s various business lines;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
The CRO jointly with the Chief Financial Officer
 (“CFO”) shall serve as the principal contact with the Company’s creditors with respect
 to the Company’s financial and operational matters; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
The CRO and any Additional Personnel shall perform
 such other services as requested or directed by the Board and CEO and agreed to by
 such officer.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
c.

	
Reporting. The CRO and any Additional Personnel shall
 report to the
 CEO and to the Board.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
d.

	
Employment by A&M. The CRO and any
 Additional Personnel will continue to be employed by A&M and while
 rendering services
 to the Company will continue to work with other personnel at A&M
 in connection with other unrelated matters, which will not unduly interfere with services
 pursuant to this engagement. With respect to the Company, however, the CRO and any Additional
 Personnel shall operate under the direction of the CEO and the Board.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
e.

	
Projections; Reliance; Limitation of Duties. You understand that the services to be
 rendered by the CRO and any Additional





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Personnel may include the preparation of projections
 and other forward-looking statements, and that numerous factors can affect the actual results of
 the Company’s operations, which may materially and adversely differ from those
 projections and other forward-looking statements. In addition, the CRO and
 any Additional
 Personnel will be relying on information provided by other members of the
 Company’s management in the preparation of those projections and other forward-looking
 statements. Neither the CRO, any Additional Personnel nor A&M makes any representation
 or guarantee that an appropriate restructuring proposal or strategic alternative can be
 formulated for the Company, that any restructuring proposal or strategic alternative presented to the Board
 will be more successful than all other possible restructuring proposals or strategic
 alternatives, that restructuring is the best course of action for the Company
 or, if formulated,
 that any proposed restructuring plan or strategic alternative will be
 accepted by any of the Company’s creditors, shareholders and other constituents. Further,
 neither the CRO, and any Additional Personnel nor A&M assumes
 responsibility for the selection of any restructuring proposal or strategic
 alternative that any such officer assists in formulating and presenting to the Board, and the CRO and any
 Additional Personnel shall be responsible for implementation only of the
 proposal or alternative approved by the Board and only to the extent and in the manner
 authorized and directed by the Board.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
f.

	
Additional
 Responsibilities.
 Upon the mutual agreement of the Company
 and A&M, A&M may provide such additional personnel as the
 Company may request to assist in performing the services described above and
 such other services as may be agreed to, on such
 terms and conditions and for such compensation as the Company and A&M shall agree.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
g.

	
In connection
 with the services to be provided hereunder, from time to time A&M
 may utilize the services of employees of its affiliates. Such affiliates are wholly owned by
 A&M’s parent company and employees.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 





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2.

	
Compensation


	
 

	
 

	
 


	
 

	
 

	
a.

	
A&M will be paid by the Company for the services of
 the CRO and any Additional Personnel at the following hourly billing rates. The hourly billing
 rate for the CRO is $650; for Mr. Swick is $725; for Sven Johnson is
 $550; and for James Parker is $375. The current hourly billing rates for other A&M
 personnel, based on the position held by such A&M personnel in A&M,
 are:








	
 

	
 

	
 


	
i.   Managing Director

	
 

	
$625
 - $850 


	
ii.  Director

	
 

	
$450
 - $625 


	
iii. Associate

	
 

	
$300
 - $450 


	
iv. Analyst

	
 

	
$225
 - $300 








	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Other A&M personnel beyond those listed above may
 assist on the engagement if deemed necessary and approved in advance
 by the Company.
 Such rates shall be subject to adjustment annually at such time as A&M
 adjusts its rates generally, which will not occur prior to July 1,2009.


	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
In addition, A&M will be reimbursed by the Company
 for the reasonable out-of-pocket expenses of the CRO and any Additional Personnel, and if
 applicable, other A&M personnel, incurred in connection with this
 assignment, such as travel, lodging, duplications, computer research, messenger and
 telephone charges. In addition, A&M shall be reimbursed by the Company for the reasonable fees and
 expenses of its counsel incurred in connection with the preparation, negotiation and enforcement
 of this Agreement.
 All fees and expenses due to A&M will be billed on a monthly basis or, at
 A&M’s discretion, more frequently.


	
 

	
 

	
 

	
 


	
 

	
 

	
c.

	
The Company shall promptly remit to A&M a retainer
 in the amount of $400,000, which shall be credited against any amounts due at the termination of this engagement
 and returned upon the satisfaction of all
 obligations hereunder.


	
 

	
 

	
 

	
 


	
 

	
 

	
d.

	
The Company and A&M recognize that it is
 appropriate that A&M receive incentive compensation for its
 services hereunder, in addition to the compensation set forth above. To establish such incentive compensation, A&M and
 the Company will seek to reach agreement
 within 45 days from the date hereof on the amount of such incentive compensation and the terms on which it shall be
payable.





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3.

	
Term


	
 

	
 

	
 


	
 

	
 

	
The engagement will commence as of the date hereof and
 may be terminated by either party without cause by giving 10 days’ written
 notice to
 the other party. A&M normally does not withdraw from an engagement unless the Company
 misrepresents or fails to disclose material facts, fails to pay fees or
 expenses, or makes it unethical or unreasonably difficult for A&M to continue to
 represent the Company, or unless other just cause exists. In the event
 of any such termination, any fees and expenses due to A&M shall be
 remitted promptly (including fees and expenses that accrued prior to but
 were invoiced subsequent to such termination). If the Company
 terminates this engagement without Cause or if A&M terminates this
 engagement for Good Reason, A&M shall also be entitled to receive the
 Incentive Fee upon the occurrence of the event specified in Section 2(d) if such
 event occurs within six months of the termination. The Company may
 immediately terminate A&M’s services hereunder at any time for Cause by
 giving written notice to A&M. Upon any such termination, the
 Company shall be relieved of all of its payment obligations under this
 Agreement, except for the payment of fees and expenses through the effective date of
 termination (including fees and expenses that accrued prior to but were
 invoiced subsequent to such termination) and its obligations under paragraph 8. For
 purposes of this Agreement, “Cause” shall mean if (i) the CRO or any of the Additional Personnel is
 convicted of, admits guilt in a written document filed with a court of competent
 jurisdiction to, or enters a plea of nolo contendere to, an allegation of
 fraud, embezzlement, misappropriation or any felony; (ii) the CRO or any of
 the Additional Personnel willfully disobeys a lawful direction of the
 Board; or (iii) a material breach of any of A&M’s or the CRO or any of the
 Additional Personnel material obligations under this Agreement which is
 not cured within 30 days of the Company’s written notice thereof to A&M
 describing in reasonable detail the nature of the alleged breach. For
 purposes of this Agreement, termination for “Good Reason” shall mean either its resignation
 caused by a breach by the Company of any
 of its material obligations under this Agreement that is not cured within 30
 days of A&M having given written notice of such breach to the Company describing in reasonable
 detail the nature of the alleged
 breach or a filing of a petition under Chapter 11 of the United States Bankruptcy Code in respect of the
 Company unless within 45 days thereafter
 (or, if sooner, prior to the date on which a plan of reorganization is confirmed or the case is converted to one
 under Chapter 7), the Company has
 obtained judicial authorization to continue the engagement on the terms
 herein pursuant to an order which has become a final, nonappealable order.





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4.

	
No Audit, Duty to Update.


	
 

	
 

	
 


	
 

	
 

	
It
 is understood that the CRO, any Additional Personnel and A&M are not being requested to perform an audit, review or
 compilation, or any other type of
 financial statement reporting engagement that is subject to the rules of the AICPA, SEC or other state or
 national professional or regulatory
 body. They are entitled to rely on the accuracy and validity of the data disclosed to them or supplied to them by
 employees and representatives of the Company. The CRO, any Additional
 Personnel and A&M are under no obligation to update data submitted to
 them or review any other areas unless specifically requested by the Board to
 do so.


	
 

	
 

	
 


	
 

	
5.

	
No Third Party Beneficiary.


	
 

	
 

	
 


	
 

	
 

	
The
 Company acknowledges that all advice (written or oral) given by A&M to
 the Company in connection with this engagement is intended solely for the benefit and use of the Company
 (limited to its Board and management) in considering the matters to
 which this engagement relates. The Company
 agrees that no such advice shall be used for any other purpose or
 reproduced, disseminated, quoted or referred to at any time in any manner or
 for any purpose other than accomplishing the tasks referred to herein without
 A&M’s prior approval (which shall not be unreasonably withheld), except as required by law, applicable
 disclosure provisions under
 securities laws, or any listing agreement with the New York Stock Exchange.


	
 

	
 

	
 


	
 

	
6.

	
Conflicts.


	
 

	
 

	
 


	
 

	
 

	
A&M
 is not currently aware of any relationship that would create a conflict
 of interest with the Company or those parties-in-interest of which you have made us aware. You have been advised
 that A&M is assisting ASARCO LLC in its Chapter 11 bankruptcy proceedings.
 Because A&M is a consulting
 firm that serves clients on an international basis in numerous cases, both in and out of court, it is
 possible that A&M may have rendered or will render services to or
 have business associations with other entities or people which had or have or
 may have relationships with the Company,
 including creditors of the Company. In the event you accept the terms of this engagement, A&M
 will not represent, and A&M has
 not represented, the interests of any such entities or people in connection with this matter. Each of the
 Companies acknowledges and agrees that the services being provided hereunder
 are being provided on behalf of each
 of them and each of them hereby waives any and all conflicts of interest that may arise on account
 of the services being provided on
 behalf of any other Company. Each Company represents that





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it has taken all
 corporate action necessary and is authorized to waive such potential conflicts of interest.


	
 

	
 

	
 


	
 

	
7.

	
Confidentiality /
 Non-Solicitation.


	
 

	
 

	
 


	
 

	
 

	
The CRO, and Additional
 Personnel and A&M shall keep as confidential all non-public information
 received from the Company in conjunction with
 this engagement, except (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings or
 (iii) as reasonably required in the
 performance of this engagement. All obligations as to non­disclosure
 shall cease as to any part of such information to the extent that such information is or becomes public other than
 as a result of a breach of this
 provision. Except as specifically provided for in this letter, the Company on behalf of itself and its subsidiaries
 and affiliates and any person which may acquire all or substantially
 all of its assets agrees that, until two
 (2) years subsequent to the termination of this engagement, it will
 not solicit, recruit, hire or otherwise engage any employee of A&M who worked on this engagement while employed by
 A&M (“Solicited Person”).
 Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially
 all of its assets extend an offer of
 employment to or otherwise engage any Solicited Person and should such offer
 be accepted, A&M shall be entitled to a fee from the party extending such
 offer equal to the Solicited Person’s hourly client billing rate at the time
 of the offer multiplied by 4,000 hours for a Managing Director, 3,000
 hours for a Senior Director and 2,000 hours for any other A&M employee. The fee shall be payable at
 the time of the Solicited Person’s
 acceptance of employment or engagement.


	
 

	
 

	
 


	
 

	
8.

	
Indemnification.


	
 

	
 

	
 


	
 

	
 

	
The
 Company shall indemnify the CRO and all Additional Personnel to the same
 extent as the most favorable indemnification it extends to its officers or
 directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and
 no reduction or termination in any
 of the benefits provided under any such indemnities shall affect the benefits
 provided to the CRO or Additional Personnel. The CRO and any Additional
 Personnel named as an officer pursuant to Section l(a)(ii) shall be covered
 as an officer under the Company’s existing director and officer liability
 insurance policy. The Company shall also maintain any such insurance coverage for the CRO and each
 Additional Personnel named as an officer pursuant to Section l(a)(ii)
 for a period of not less than two years
 following the date of the termination of such officer’s services hereunder. The provisions of this section 8 are
 in the nature of contractual obligations
 and no change in applicable law or the Company’s charter,





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bylaws or other organizational
 documents or policies shall affect the CRO’s or any Additional Personnel
 (named as an officer pursuant to Section l(a)(ii)) rights hereunder. The
 attached indemnity provisions are incorporated
 herein and the termination of this agreement or the engagement shall not affect those provisions,
 which shall survive termination.


	
 

	
 

	
 


	
 

	
9.

	
Miscellaneous.


	
 

	
 

	
 


	
 

	
 

	
This
 Agreement shall (together with the attached indemnity provisions) be: (a) governed and construed in accordance
 with the laws of the State of New
 York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws
 thereof; (b) incorporates the entire understanding of the parties with
 respect to the subject matter thereof; and (c) may not be amended or modified except in writing executed by each
 of the signatories hereto. The
 Company and A&M agree to waive trial by jury in any action,
 proceeding or counterclaim brought by or on behalf of the parties hereto with respect to any matter relating to or arising
 out of the performance or non-performance of the Company or A&M
 hereunder. The Company and A&M
 agree, to the extent permitted by applicable law, that any Federal Court
 sitting within the Southern District of New York shall have exclusive jurisdiction over any litigation
 arising out of this Agreement; to
 submit to the personal jurisdiction of the Courts of the United States District Court for the Southern
 District of New York; and to waive any and all personal rights under
 the law of any jurisdiction to object on
 any basis (including, without limitation, inconvenience of forum) to jurisdiction or venue within the State
 of New York for any litigation arising in connection with this
 Agreement. Notwithstanding anything herein to the contrary, with the
 Company’s consent, A&M may reference or list the Company’s name and/or a
 general description of the services in A&M’s marketing materials,
 including, without limitation, on A&M’s website.





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If the foregoing is acceptable to
you, kindly sign the enclosed copy to acknowledge
your agreement with its terms.


	
 

	
 

	
 

	
 


	
 

	
Very truly yours,


	
 


	
 

	
Alvarez & Marsal North
 America, LLC


	
 


	
 

	
By:

	




	 
	
 

	
 

	
Stanley E. Speer

	 
	
 

	
 

	
Managing Director

	 



Accepted and Agreed:


Hecla Mining Company and
Subsidiaries


	
 

	
 

	
 


	
By:  

	




	 
	
 

	
Phillips S. Baker Jr.

	 
	
 

	
President and Chief Executive
 Officer





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INDEMNIFICATION AGREEMENT


This
indemnity is made part of an agreement, dated December 19, 2008 (which together
with any renewals, modifications or
extensions thereof, is herein referred to as the “Agreement”) by and between
Alvarez & Marsal North America, LLC (“A&M”) and Hecla Mining Company
and its Subsidiaries (the “Company”), for services to be rendered to the
Company by A&M.


A.
The Company agrees to indemnify and hold harmless each of A&M, its
affiliates and their respective shareholders, members, managers,
employees, agents, representatives and subcontractors
(each, an “Indemnified Party” and collectively, the “Indemnified Parties”)
against any and all losses, claims, damages, liabilities, penalties,
obligations and expenses, including the reasonable costs for counsel or others
(including employees of A&M, based on their then current hourly
billing rates) in investigating, preparing or defending any action or claim,
whether or not in connection with litigation
in which any Indemnified Party is a party, or enforcing the Agreement (including these indemnity provisions),
as and when incurred, caused by, relating to, based upon or arising out of
(directly or indirectly) the Indemnified Parties’ acceptance of or the performance
or nonperformance of their obligations under the Agreement; provided, however, such indemnity shall not apply to any such loss,
claim, damage, liability or expense to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal)
to have resulted primarily and directly from such Indemnified Party’s gross
negligence or willful misconduct. The
Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with the engagement of
A&M, except to the extent that any such liability for losses, claims, damages, liabilities or expenses are found in a
final judgment by a court of competent jurisdiction (not subject to
further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful
misconduct. The Company further agrees that it will not, without the prior consent of an Indemnified Party, settle or
compromise or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which such Indemnified Party seeks indemnification hereunder
(whether or not such Indemnified
Party is an actual party to such claim, action, suit or proceedings) unless
such settlement, compromise or
consent includes an unconditional release of such Indemnified Party from all
liabilities arising out of such claim, action, suit or proceeding.


B.
These indemnification provisions shall be in addition to any liability which
the Company may otherwise have to the Indemnified Parties. In the event
that, at any time whether before or after
termination of the engagement or the Agreement, as a result of or in connection
with the Agreement or A&M’s and its personnel’s role under the
Agreement, A&M or any Indemnified Party
is required to produce any of its personnel (including former employees) for
examination, deposition or other
written, recorded or oral presentation, or A&M or any of its personnel (including former employees) or any other
Indemnified Party is required to produce or otherwise review, compile,
submit, duplicate, search for, organize or report on any material within such
Indemnified Party’s possession or control pursuant to a subpoena or other legal
(including administrative) process, the
Company will reimburse the Indemnified Party for its out of pocket expenses,
including the reasonable fees and expenses of its counsel, and will compensate
the


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Indemnified Party for the time
expended by its personnel based on such personnel’s then current hourly rate.


C. If any action,
proceeding or investigation is commenced to which any Indemnified Party proposes to demand indemnification hereunder, such
Indemnified Party will notify the Company with reasonable promptness; provided,
however, that any failure by such Indemnified Party to notify the Company will
not relieve the Company from its obligations hereunder, except to the extent
that such failure shall have actually prejudiced the defense of such action.
The Company shall promptly pay
expenses reasonably incurred by any Indemnified Party in defending, participating
in, or settling any action, proceeding or investigation in which such
Indemnified Party is a party or is
threatened to be made a party or otherwise is participating in by reason of the engagement under the Agreement, upon
submission of invoices therefor, whether in advance of the final disposition of such action,
proceeding, or investigation or otherwise. Each Indemnified Party hereby undertakes, and the Company hereby accepts its
undertaking, to repay any and all such amounts so advanced if it shall
ultimately be determined that such Indemnified Party is not entitled to be
indemnified therefor. If any such action, proceeding or investigation in which
an Indemnified Party is a party is also against the Company, the Company may,
in lieu of advancing the expenses of
separate counsel for such Indemnified Party, provide such Indemnified Party with legal representation by the
same counsel who represents the Company, provided such counsel is reasonably
satisfactory to such Indemnified Party, at no cost to such Indemnified
Party; provided, however, that if such counsel or counsel to the Indemnified
Party shall determine that due to the existence of actual or potential
conflicts of interest between such Indemnified Party and the Company such
counsel is unable to represent both the Indemnified Party and the Company, then the Indemnified Party shall be entitled to
use separate counsel of its own choice, and the Company shall promptly
advance its reasonable expenses of such separate counsel upon submission of invoices therefor. Nothing herein shall
prevent an Indemnified Party from
using separate counsel of its own choice at its own expense. The Company will
be liable for any settlement of any
claim against an Indemnified Party made with the Company’s written consent,
which consent shall not be unreasonably withheld.


D.
In order to provide for just and equitable contribution if a claim for
indemnification pursuant to these
indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case,
even though the express provisions hereof provide for indemnification, then the relative fault of the Company, on the
one hand, and the Indemnified Parties, on the other hand, in connection
with the statements, acts or omissions which resulted in the losses, claims, damages, liabilities and costs giving rise to the
indemnification claim and other relevant equitable considerations shall
be considered; and further provided that in no event will the Indemnified
Parties’ aggregate contribution for all losses, claims, damages, liabilities
and expenses with respect to which
contribution is available hereunder exceed the amount of fees actually received
by the Indemnified Parties pursuant to the Agreement. No person found liable for a fraudulent misrepresentation shall be
entitled to contribution hereunder from any person who is not also found liable for such fraudulent
misrepresentation.


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E.
In the event the Company and A&M seek judicial approval for the assumption
of the Agreement or authorization to enter into a new engagement
agreement pursuant to either of which
A&M would continue to be engaged by the Company, the Company shall promptly
pay expenses reasonably incurred by
the Indemnified Parties, including attorneys’ fees and expenses, in
connection with any motion, action or claim made either in support of or in
opposition to any such retention or
authorization, whether in advance of or following any judicial disposition of such
motion, action or claim, promptly upon submission of invoices therefor and
regardless of whether such retention or authorization is approved by any court.
The Company will also promptly pay the
Indemnified Parties for any expenses reasonably incurred by them, including attorneys’ fees and expenses, in seeking payment
of all amounts owed it under the Agreement (or any new engagement agreement)
whether through submission of a fee application or in any other manner, without offset, recoupment or counterclaim,
whether as a secured claim, an administrative
expense claim, an unsecured claim, a prepetition claim or a postpetition claim.


F.
Neither termination of the Agreement nor termination of A&M’s engagement
nor the filing of a petition under
Chapter 7 or 11 of the United States Bankruptcy Code (nor the conversion of an existing case to one under a
different chapter) shall affect these indemnification provisions, which shall
hereafter remain operative and in full force and effect.


G. The rights provided
herein shall not be deemed exclusive of any other rights to which the Indemnified Parties may be entitled under the
certificate of incorporation or bylaws of the Company, any other agreements,
any vote of stockholders or disinterested directors of the Company, any applicable law or otherwise.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
HECLA MINING COMPANY

	 	
 

	
ALVAREZ & MARSAL NORTH
 AMERICA, LLC


	
 

	 	
 

	
 


	
By:

	




	 	
 

	
By:

	

 


	 
	
 

	
Phillips
 S. Baker, Jr. 

	 	
 

	
 

	
Stanley E. Speer

	 
	
 

	
President
 & CEO

	 	
 

	
 

	
Managing Director

	 



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