Hecla Mining Company Exhibit 10.16(e) to Form 10-K



Exhibit 10.16(e) 





HECLA MINING COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN 

(Amended and Restated Effective January 1, 2005)
















HECLA MINING COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2005)


TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I.

	
 

	
PURPOSE AND
 INTENT

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 1.1.

	
 

	
Purpose of
 Plan

	
 

	
 


	
 

	
 

	
Section 1.2.

	
 

	
Intent and
 Construction

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II.

	
 

	
DEFINITIONS

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 2.1.

	
 

	
Definitions

	
 

	
 


	
 

	
 

	
Section 2.2.

	
 

	
Rules of
 Interpretation

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III.

	
 

	
PARTICIPATING
 EMPLOYERS

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 3.1.

	
 

	
Eligibility

	
 

	
 


	
 

	
 

	
Section 3.2.

	
 

	
Participation
 Requirements

	
 

	
 


	
 

	
 

	
Section 3.3.

	
 

	
Recordkeeping
 and Reporting

	
 

	
 


	
 

	
 

	
Section 3.4.

	
 

	
Termination
 of Participation

	
 

	
 


	
 

	
 

	
Section 3.5.

	
 

	
Separate
 Accounting

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV.

	
 

	
ELIGIBILITY
 AND PARTICIPATION

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 4.1.

	
 

	
Eligibility

	
 

	
 


	
 

	
 

	
Section 4.2.

	
 

	
Participation

	
 

	
 


	
 

	
 

	
Section 4.3.

	
 

	
Suspension
 of Eligibility

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V.

	
 

	
BENEFITS

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 5.1.

	
 

	
Deferred
 Compensation

	
 

	
 


	
 

	
 

	
Section 5.2.

	
 

	
Deferral
 Elections

	
 

	
 


	
 

	
 

	
Section 5.3.

	
 

	
Matching
 Amounts

	
 

	
 


	
 

	
 

	
Section 5.4.

	
 

	
Discretionary
 Amounts

	
 

	
 


	
 

	
 

	
Section 5.5.

	
 

	
Stock
 Options

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI.

	
 

	
VALUATION OF
 BENEFITS

	
 

	
16


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 6.1.

	
 

	
Investment
 Account

	
 

	
 


	
 

	
 

	
Section 6.2.

	
 

	
Company
 Stock Account

	
 

	
 


	
 

	
 

	
Section 6.3.

	
 

	
Discounted
 Stock Option

	
 

	
 





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Page


	
ARTICLE VII.

	
 

	
VESTING OF
 ACCOUNTS

	
 

	
19


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 7.1.

	
 

	
Vested
 Benefit

	
 

	
 


	
 

	
 

	
Section 7.2.

	
 

	
Nature of
 Accounts

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 VIII.

	
 

	
DISTRIBUTION
 AND EXERCISE OF OPTIONS

	
 

	
20


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 8.1.

	
 

	
Distributable
 Events

	
 

	
 


	
 

	
 

	
Section 8.2.

	
 

	
Distribution
 of Benefits

	
 

	
 


	
 

	
 

	
Section 8.3.

	
 

	
Designation
 of Beneficiaries

	
 

	
 


	
 

	
 

	
Section 8.4.

	
 

	
Death Prior
 to Full Distribution

	
 

	
 


	
 

	
 

	
Section 8.5.

	
 

	
Facility of
 Payment

	
 

	
 


	
 

	
 

	
Section 8.6.

	
 

	
Form of
 Distribution

	
 

	
 


	
 

	
 

	
Section 8.7.

	
 

	
Lump Sum
 Distribution of Benefits

	
 

	
 


	
 

	
 

	
Section 8.8.

	
 

	
Application
 for Distribution

	
 

	
 


	
 

	
 

	
Section 8.9.

	
 

	
Limitation
 on Payment

	
 

	
 


	
 

	
 

	
Section
 8.10.

	
 

	
Tax
 Withholding

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX.

	
 

	
NONTRANSFERABILITY
 AND VOTING RIGHTS

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section 9.1.

	
 

	
Anti-Alienation
 of Benefits

	
 

	
 


	
 

	
 

	
Section 9.2.

	
 

	
Voting of
 Company Stock With Respect to Accounts

	
 

	
 


	
 

	
 

	
Section 9.3.

	
 

	
Voting With
 Respect to Options

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE X.

	
 

	
ADMINISTRATION
 OF THE PLAN

	
 

	
28


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section
 10.1.

	
 

	
Administrator

	
 

	
 


	
 

	
 

	
Section 10.2.

	
 

	
Authority of
 Administrator

	
 

	
 


	
 

	
 

	
Section
 10.3.

	
 

	
Operation of
 Plan and Claims Procedures

	
 

	
 


	
 

	
 

	
Section
 10.4.

	
 

	
Participant’s
 Address

	
 

	
 


	
 

	
 

	
Section
 10.5.

	
 

	
Conflict of
 Interest

	
 

	
 


	
 

	
 

	
Section
 10.6.

	
 

	
Service of
 Process

	
 

	
 


	
 

	
 

	
Section
 10.7.

	
 

	
Errors in
 Computations

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XI.

	
 

	
MISCELLANEOUS
 PROVISIONS

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section
 11.1.

	
 

	
No
 Employment Rights

	
 

	
 


	
 

	
 

	
Section
 11.2.

	
 

	
Participants
 Should Consult Advisors

	
 

	
 


	
 

	
 

	
Section
 11.3.

	
 

	
Unfunded and
 Unsecured

	
 

	
 


	
 

	
 

	
Section
 11.4.

	
 

	
Plan
 Provisions

	
 

	
 


	
 

	
 

	
Section
 11.5.

	
 

	
Severability

	
 

	
 


	
 

	
 

	
Section
 11.6.

	
 

	
Applicable
 Law

	
 

	
 


	
 

	
 

	
Section
 11.7.

	
 

	
Stock
 Subject to Plan

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XII.

	
 

	
AMENDMENT OF
 THE PLAN

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section
 12.1.

	
 

	
Amendment of
 the Plan

	
 

	
33


	
 

	
 

	
Section
 12.2.

	
 

	
Procedure
 for Amendment

	
 

	
33





ii









	
 

	
 

	
 

	
 

	
 

	
 

	
Page


	
ARTICLE XIII.

	
 

	
TERMINATION
 OF PLAN

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Section
 13.1.

	
 

	
Termination
 of the Plan

	
 

	
33


	
 

	
 

	
Section
 13.2. 

	
 

	
Procedure
 for Amendment to Terminate the Plan

	
 

	
34


	
 

	
 

	
 

	
 

	
 


	
EXHIBIT A —

	
 

	
HECLA MINING
 COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN PARTICIPANTS

	
 

	
A-1


	
 

	
 

	
 

	
 

	
 


	
EXHIBIT B —

	
 

	
HECLA MINING
 COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN PARTICIPATING EMPLOYERS

	
 

	
B-1





iii









HECLA MINING COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN 

(Amended and Restated Effective January 1, 2005)


ARTICLE I


PURPOSE AND INTENT


          Section
1.1. Purpose of Plan. Effective as of July 18,
2002, HECLA MINING COMPANY, a taxable corporation organized under the laws of
the State of Delaware, established a deferred compensation plan, the HECLA
MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN, which was approved by
the stockholders of Hecla Mining Company as required under the applicable
securities laws and the New York Stock Exchange. The purpose of the plan was to
assist Hecla Mining Company in attracting and retaining high-ranking executive
officers and key high-ranking management personnel, encouraging their long term
commitment to the success of Hecla Mining Company and providing an opportunity
for them to participate in the increase in the value of Hecla Mining Company. 


	
 

	
 

	
 


	
 

	
(a)

	
Pursuant to the authority and power of Hecla Mining Company reserved
 to it in Section 14.1 of the plan document, Hecla Mining Company has amended
 the plan document, in the form of a restatement of the plan document,
 effective January 1, 2005, to: (i) freeze the plan in effect as of December
 31, 2004, so that participation in that plan would be limited to existing
 participants, and any employees who are not participants in that plan as of
 December 31, 2004, would not be eligible to become participants in the plan,
 (ii) maintain accounts to which amounts of compensation were deferred and
 credited and the right to which was earned and vested (as defined in
 paragraph (a)(2) of section 1.409A-6 of the Treasury Regulations) as of
 December 31, 2004, (iii) permit no additional amounts to be credited to those
 accounts, other than to adjust such accounts based upon earnings and losses
 and (iv) require those amounts which are earned and vested as of December 31,
 2004, and any earnings thereon to be governed by the terms and conditions of
 the plan document in effect as of December 31, 2004, and not to be subject to
 or governed by section 409A of the Code. 


	
 

	
 

	
 


	
 

	
(b)

	
On April 10, 2007, the Department of the Treasury and the Internal
 Revenue Service issued final regulations with respect to the application of
 section 409A of the Internal Revenue Code, sections 1.409A-1 through 1.409A-6
 of the Treasury Regulations. Consequently, Hecla Mining Company has adopted
 an amendment of the Hecla Mining Company Key Employee Deferred Compensation
 Plan to conform the plan document to those final regulations which are
 effective as of January 1, 2009. 





          Section
1.2. Intent and Construction. Pursuant to
sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement income Security
Act of 1974, as amended, this written plan document is intended to be an
unfunded and unsecured plan maintained by Hecla Mining 


1









Company primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees. The plan
document is further intended to be construed and administered in conformance
with the applicable requirements of section 409A of the Internal Revenue Code,
the guidance issued by the Department of the Treasury and the Internal Revenue
Service with respect to the application of section 409A, sections 1.409A-1
through 1.409A-6 of the Treasury Regulations, the Employee Retirement Income
Security Act of 1974, as amended, and to be maintained by Hecla Mining Company
pursuant to this written plan document for the purpose of providing deferred
compensation for the plan participants. This plan document shall be
administered and construed in a manner consistent with said intent and
according to the laws of the State of Delaware to the extent that such laws are
not preempted by the laws of the United States of America. 


ARTICLE II


DEFINITIONS


          Section 2.1. Definitions. When used
in this document with initial capital letters, the terms defined in this
Section 2.1 shall have the meanings respectively ascribed to them unless a
different meaning is plainly required by the context. 


	
 

	
 

	
 


	
 

	
(a)

	
Account or Accounts.
 “Account” or “Accounts” means the separate bookkeeping account or accounts
 established and maintained for a Participant representing separate unfunded
 and unsecured general obligations of the Company with respect to a
 Participant under the Plan and to which amounts shall be credited pursuant to
 the Plan. The Account or Accounts of a Participant shall consist of the
 Company Stock Account and the Investment Account. 


	
 

	
 

	
 


	
 

	
(b)

	
Beneficiary.
 “Beneficiary” means the person, persons or trust designated by a Participant,
 or automatically by operation of the Plan, to receive any benefits which may
 become payable under the Plan by reason of the death of the Participant. 


	
 

	
 

	
 


	
 

	
(c)

	
Board of Directors.
 “Board of Directors” means the Board of Directors of Hecla Mining Company. 


	
 

	
 

	
 


	
 

	
(d)

	
Business Day.
 “Business Day” means a day on which the New York Stock Exchange is open for
 trading. 


	
 

	
 

	
 


	
 

	
(e)

	
Change in Control.
 “Change in Control” means, for purposes of the interpretation of this Plan in
 conformance with section 409A of the Code and the applicable guidance issued
 by the Department of the Treasury and the Internal Revenue Service with
 respect to the application of section 409A, with respect to a Plan
 Participant, a Change in Control event must relate to: (i) the corporation
 for which the Participant is performing services at the time of the Change in
 Control event, (ii) the corporation that is liable for the payment of the
 deferred compensation (or all corporations liable for the payment if more
 than one corporation is liable), or (iii) a corporation that is a majority
 shareholder of a 





2









	
 

	
 

	
 

	
 


	
 

	
 

	
corporation identified in part (i) or part (ii) above, or any
 corporation in a chain of corporations in which each corporation is a
 majority shareholder of another corporation in the chain, ending in a
 corporation identified in part (i) or part (ii) above. For purposes of this
 provision, a majority shareholder is a shareholder owning more than fifty
 percent (50%) of the total fair market value and total voting power of such
 corporation. Also, for purposes of this provision, section 318(a) of the Code
 applies to determine stock ownership. Additionally, for purposes of this
 provision and in conformance with section 409A and the applicable guidance
 issued by the Department of the Treasury and the Internal Revenue Service
 with respect to the application of section 409A, a change in the ownership of
 a corporation or a change in the effective control of a corporation shall be
 determined in accordance with the provisions described below in this
 definition. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
A change in the ownership of a corporation shall occur on the date
 that any one person, or more than one person acting as a group, in one
 transaction or a series of transactions, directly or indirectly, acquires
 ownership of stock of the corporation that, together with stock held by such
 person or group, constitutes more than fifty percent (50%) of the total fair
 market value or total voting power of the stock of the corporation. However,
 if any one person or more than one person acting as a group, is considered to
 own more than fifty percent (50%) of the total fair market value or total
 voting power of the stock of the corporation, the acquisition of additional
 stock by the same person or persons shall not be considered to cause a change
 in the ownership of the corporation (or to cause a change in the effective
 control of the corporation). An increase in the percentage of stock owned by
 any one person, or persons acting as a group, as a result of a transaction,
 in one transaction or a series of transactions, directly or indirectly, in
 which the corporation acquires its stock in exchange for property shall be
 treated as an acquisition of stock for purposes of this provision.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
For purposes of paragraph (i) above, persons will not be considered
 to be acting as a group solely because they purchase or own stock of the same
 corporation at the same time, or as a result of the same public offering.
 However, persons will be considered to be acting as a group if they are
 owners of a corporation that enters into a merger, consolidation, purchase or
 acquisition of stock, or similar business transaction with the corporation.
 If a person, including an entity, owns stock in both corporations that enter
 into a merger, consolidation, purchase or acquisition of stock, or similar
 transaction, such shareholder is considered to be acting as a group with
 other shareholders in a corporation prior to the transaction giving rise to
 the change and not with respect to the ownership interest in the other
 corporation.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
A change in the effective control of a corporation shall
 occur on the date that either:





3









	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
any one person, or more than one person acting as a group, in one
 transaction or a series of transactions, directly or indirectly, acquires (or
 has acquired during the 12-month period ending on the date of the most recent
 acquisition by such person or persons) ownership of stock of the corporation
 possessing thirty-five percent (35%) or more of the total voting power of the
 stock of the corporation; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
a majority of members of the board of
 directors of the corporation is replaced during any 12-month period by
 directors whose appointment or election is not endorsed by a majority of the
 members of the board of directors of the corporation prior to the date of the
 appointment or election, provided that for purposes of this subparagraph (B) the term “corporation” shall be determined in accordance with the
 requirements of section 409A of the Code and the applicable guidance issued
 by the Department of the Treasury with respect to the application of section.
 


	
 

	
 

	
 


	
 

	
(iv)

	
A change in the ownership of a substantial portion of the assets of a
 corporation shall occur on the date that any one person, or more than one
 person acting as a group acquires (or has acquired during the 12-month period
 ending on the date of the most recent acquisition by such person or persons)
 assets from the corporation that have a total gross fair market value equal
 to or more than forty percent (40%) of the total gross fair market value of
 all of the assets of the corporation immediately prior to such acquisition or
 acquisitions. For this purpose, gross fair market value means the value of
 the assets of the corporation, or the value of the assets being disposed of,
 determined without regard to any liabilities associated with such assets.


	
 

	
 

	
 


	
 

	
(v)

	
The provisions of this subsection (e) regarding the definition of the
 term “Change in Control,” shall be determined and administered in accordance
 with section 409A and section 1.409A-3(i)(5) of the Treasury Regulations.


	
 

	
 

	
 

	
 


	
(f)

	
Code. “Code” means
 the Internal Revenue Code of 1986, any amendments thereto, and any
 regulations or rulings issued thereunder.


	
 

	
 


	
(g)

	
Common Stock.
 “Common Stock” means the common stock, par value $0.25 per share, of Hecla
 Mining Company as such stock may be classified, reclassified, converted or
 exchanged by reorganization, merger or otherwise.


	
 

	
 


	
(h)

	
Company. “Company”
 means the Hecla Mining Company, a Delaware corporation.


	
 

	
 

	
 

	
 


	
(i)

	
Company Stock Account.
 “Company Stock Account” means the Account established and maintained for a
 Participant as a record of deferred amounts of Eligible Compensation and
 Performance-Based Compensation credited to the Account pursuant to Sections
 5.1 and 5.2, matching amounts credited to the Account pursuant to Section
 5.3, discretionary amounts credited to the Account





4









	
 

	
 

	
 

	
 


	
 

	
pursuant to Section 5.4, and the positive value of exercise proceeds
 credited to the Account pursuant to Section 5.5, which shall be denominated
 in units and measured by the value of Company Common Stock; the Account shall
 be maintained for bookkeeping purposes only.


	
 

	
 

	
 

	
 


	
(j)

	
Compensation Committee.
 “Compensation Committee” means the Compensation Committee of the Board of
 Directors or such other committee of directors as may be designated by the
 Board of Directors to administer the Plan. The committee administering the
 Plan shall be composed solely of two or more non-employee directors, as
 defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
 Notwithstanding anything to the contrary contained herein, the Board of
 Directors may, at any time and from time to time, without any further action
 of the Compensation Committee, exercise the powers and duties of the
 Compensation Committee under the Plan.


	
 

	
 


	
(k)

	
Deferral Election Form.
 “Deferral Election Form” means the form approved by the Compensation
 Committee from time to time for use by a Participant to elect to defer
 compensation under the Plan.


	
 

	
 


	
(l)

	
Disability.
 “Disability” means, with respect to a Participant, the Participant is: (i)
 unable to engage in any substantial gainful activity by reason of any
 medically determinable physical or mental impairment that can be expected to
 result in death or can be expected to last for a continuous period of not
 less than twelve (12) months; (ii) by reason of any medically determinable
 physical or mental impairment that can be expected to result in death or can
 be expected to last for a continuous period of not less than twelve (12)
 months, receiving income replacement benefits for a period of not less than
 three (3) months under an accident and health plan covering employees of the
 Company; or (iii) determined to be totally disabled by the Social Security
 Administration. This definition shall be interpreted and construed in a
 manner consistent with section 1.409A-3(i)(4) of the Treasury Regulations.


	
 

	
 


	
(m)

	
Discretionary Amount.
 “Discretionary Amount” means an amount denominated in units that are measured
 by the value of Company Common Stock credited to the Account of a Participant
 pursuant to the Plan.


	
 

	
 


	
(n)

	
Distributable Event. “Distributable
 Event” means an event identified as such in Section 8.1 of the Plan.


	
 

	
 


	
(o)

	
Eligible Compensation.
 “Eligible Compensation” means, with respect to a Participant, remuneration
 for services performed during a taxable year as defined herein and as
 determined for purposes of the interpretation of the Plan:


	
 

	
 

	
 

	
 


	
 

	
(i)

	
except as provided herein and in the succeeding paragraphs of this
 subsection, Eligible Compensation means wages within the meaning of section
 3401(a) of the Code (for purposes of income tax withholding) but determined
 without regard to any rules that limit the remuneration





5









	
 

	
 

	
 

	
 


	
 

	
 

	
included in wages based on the nature or location of the employment
 or the services performed or the limitations imposed on tax-qualified plans
 described in section 401(a) of the Code, and shall include any elective
 deferral as defined in section 402(g)(3) of the Code and any amount which is
 contributed or deferred by a Participating Employer at the election of the
 Participant by reason of section 125 of the Code, section 134(f) of the Code,
 section 403(b) of the Code, or section 457 of the Code; 


	
 

	
 

	
 


	
 

	
(ii)

	
Eligible Compensation shall be further determined in accordance with
 the following rules and requirements: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
Eligible Compensation shall be determined by including bonuses (other
 than vacation bonuses), sick pay and short-term disability benefits;


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
Eligible Compensation shall not include: any remuneration not paid in
 cash; the value of life insurance coverage included in the Participant’s
 wages under section 79 of the Code; any car allowance or moving expense or
 mileage reimbursement; severance pay; amounts deferred under any plan of
 deferred compensation except this Plan; any benefit under any qualified or
 nonqualified stock option or stock purchase plan or deferred compensation
 plan; expatriate premiums; amounts realized upon the exercise of a
 nonqualified stock option, the lapse of restrictions applicable to restricted
 stock, or any disposition of stock acquired under a qualified or incentive stock
 option; or any compensation in the form of Performance-Based Compensation.


	
 

	
 

	
 

	
 


	
(p)

	
ERISA. “ERISA”
 means the Employee Retirement Income Security Act of 1974, any amendments
 thereto, and any regulations or rulings issued thereunder. 


	
 

	
 

	
 

	
 


	
(q)

	
Investment Account.
 “Investment Account” means the Account established and maintained for a
 Participant as a record of any deferred amounts that may be credited to the
 account of the Participant pursuant to the Plan and measured in dollars
 pursuant to the provisions of the Plan. The Account shall be maintained for
 bookkeeping purposes only. 


	
 

	
 

	
 

	
 


	
(r)

	
Participant.
 “Participant” means an individual who has satisfied the eligibility and
 participation requirements of Article IV of the Plan and is determined to be
 a Participant pursuant to and in accordance with Article IV of the Plan,
 which individual shall be identified as a Participant on Exhibit A attached
 hereto and made a part hereof by reference. 


	
 

	
 

	
 

	
 


	
(s)

	
Participating Employer.
 “Participating Employer” means an employer that has satisfied the eligibility
 and participation requirements of Article III of the Plan and is determined
 to be a Participating Employer pursuant to and in accordance with Article III
 of the Plan, which Participating Employer shall be identified as a 





6









	
 

	
 


	
 

	
Participating Employer on Exhibit B attached hereto and made a part
 hereof by reference. 


	
 

	
 


	
(t)

	
Performance-Based Compensation.
 “Performance-Based Compensation” means compensation where the amount of, or
 entitlement to, the compensation is contingent on the satisfaction of
 preestablished organizational or individual performance criteria relating to
 a performance period of at least twelve (12) consecutive months in which the
 Participant performs services. Organizational or individual performance
 criteria are considered preestablished if established in writing by not later
 than ninety (90) days after the commencement of the period of service to
 which the criteria relates, provided that the outcome is substantially
 uncertain at the time the criteria are established (Performance-Based
 Compensation may include payments based on performance criteria that are not
 approved by the Compensation Committee of the Board of Directors or by
 stockholders of the Company). This definition shall be interpreted and
 construed in a manner consistent with section 1.409A-1(e) of the Treasury
 Regulations. 


	
 

	
 


	
(u)

	
Plan. “Plan” means
 the “HECLA MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN,” as
 amended and restated effective as of January 1, 2005, and as approved and
 adopted by the Board of Directors and the stockholders of the Company, which
 is unfunded and maintained by Hecla Mining Company and certain of its
 affiliated companies primarily for the purpose of providing deferred
 compensation for a select group of management or highly compensated employees
 of Hecla Mining Company or another Participating Employer. 


	
 

	
 


	
(v)

	
Unforeseeable Emergency.
 “Unforeseeable Emergency” means a severe financial hardship to the service
 provider resulting from an illness or accident of the service provider, the
 spouse of the service provider, or of a dependent (as defined in section 152
 of the Code without regard to section 152(b)(1), (b)(2), and (d)(1)(B)) of
 the service provider; loss of the service provider’s property due to
 casualty; or other similar extraordinary and unforeseeable circumstances
 arising as a result of events beyond the control of the service provider;
 whether a service provider is faced with an Unforeseeable Emergency
 permitting a distribution under the Plan shall be determined based on the
 relevant facts and circumstances of each case, but, in any case, a
 distribution shall not be allowed to the extent that such emergency is or may
 be relieved through reimbursement or compensation from insurance or otherwise,
 by liquidation of the service provider’s assets, to the extent the
 liquidation of such assets would not cause a severe financial hardship or by
 cessation of deferrals under the Plan. The amount of a distribution on
 account of an Unforeseeable Emergency shall be limited to the amount
 reasonably necessary to satisfy the emergency need, plus amounts necessary to
 pay any federal, state or local income taxes or penalties reasonably
 anticipated to result from the distribution. This definition shall be interpreted
 and construed in a manner consistent with section 1.409A-3(i)(3) of the
 Treasury Regulations. 





7









	
 

	
 

	
 


	
 

	
(w)

	
Vested. “Vested”
 means, for purposes of determining the benefit that may be payable to or on
 behalf of a Participant under the Plan, an interest in the benefit described
 under the Plan which may be payable to or on behalf of the Participant in
 accordance with and subject to the terms of the Plan. 





          Section 2.2. Rules of
Interpretation.
An individual shall be considered to have attained a given age on the
individual’s birthday for that age (and not on the day before). The birthday of
any individual born on a February 29 shall be deemed to be February 28 in any
year that is not a leap year. Notwithstanding any other provision of this Plan
or any election or designation made under the Plan, any individual who
feloniously and intentionally kills the Participant or Beneficiary shall be
deemed for all purposes of this Plan and all elections and designations made
under this Plan to have died before the Participant or Beneficiary. A final
judgment of conviction of felonious and intentional killing is conclusive for
the purposes of this Section 2.2. In the absence of a conviction of felonious
and intentional killing, Company shall determine whether the killing was
felonious and intentional for the purposes of this Section 2.2. Whenever
appropriate, words used herein in the singular may be read in the plural, or
words used herein in the plural may be read in the singular; the masculine may
include the feminine and the feminine may include the masculine; and the words
“hereof,” “herein” or “hereunder” or other similar compounds of the word “here”
shall mean and refer to this entire Plan and not to any particular paragraph or
section of this Plan unless the context clearly indicates to the contrary. The
titles given to the various sections of this Plan are inserted for convenience
of reference only and are not part of this Plan, and they shall not be
considered in determining the purpose, meaning or intent of any provision
hereof. Any reference in this Plan to a statute or regulation shall be
considered also to mean and refer to any subsequent amendment or replacement of
that statute or regulation. This document shall, except to the extent that federal
law is controlling, be construed and enforced in accordance with the laws of
the State of Delaware. 


ARTICLE III


PARTICIPATING EMPLOYERS


          Section 3.1. Eligibility. To
be
eligible to adopt and participate in the Plan, an employer must be a member of
a controlled group of corporations as determined in accordance with section
1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled
group of corporations under section 414(b) of the Code, except however that the
language “at least fifty percent” is used instead of “at least eighty percent”
in each place it appears in section 1563(a)(1), (2) and (3) of the Code, and in
applying section 1.414(c)-2 of the Treasury Regulations for purposes of
determining trades or businesses (whether or not incorporated) that are under
common control for purposes of section 414(c) of the Code, the language “at
least fifty percent” is used instead of “at least eighty percent” in each place
it appears in section 1.414(c)-2 of the Treasury Regulations. For purposes of
this provision, the term “member of a controlled group” means two or more
corporations connected through stock ownership described in section 1563(a)(1),
(2), or (3), whether or not such corporations are “component members of a
controlled group” within the meaning of section 1563(b) of the Code. 


8









          Section 3.2. Participation
Requirements. The
Company, the sponsor of the Plan, and any other affiliated company that is or
becomes eligible to adopt the Plan and become a Participating Employer pursuant
to Section 3.1 of the Plan may adopt the Plan and become a Participating
Employer in the Plan provided that such affiliated company declares in writing
to be subject to the terms and conditions of the Plan, files such declaration
with the Compensation Committee, and the participation is accepted and approved
in writing by the Compensation Committee. The date on which such eligible
company may become a Participating Employer in the Plan shall be the date
determined by the Compensation Committee. Each Participating Employer shall be
obligated for its allocable portion of the benefit provided under the Plan with
respect to any employee of the Participating Employer who is a Participant in
the Plan and eligible to receive a benefit under the terms of the Plan. The
benefit obligations of a Participating Employer are not secured in any way. The
obligations of a Participating Employer constitute no more than an unfunded and
unsecured promise by the Participating Employer of payment and performance. A Participating
Employer shall be responsible for, and shall have the obligation of, its
allocable share of costs and expenses incurred with respect to the operation
and administration of the Plan, and shall be responsible for, and have the
obligation of, any benefits payable under the Plan with respect to any
employees of such Participating Employer who are Participants in the Plan and
eligible to receive benefits under the terms of the Plan. 


          Section
3.3. Recordkeeping and Reporting. Each Participating
Employer shall maintain records sufficient to determine the benefits (and the
compensation sources of such benefits) which may become payable to or with
respect to any employee of such Participating Employer who is a Participant in
the Plan and to provide such Participants any reports which may be required
under the terms of the Plan or by law. 


          Section 3.4. Termination of
Participation.
A Participating Employer, other than the Company, may withdraw from
participation in the Plan at any time by providing the Company with thirty (30)
days advance written notice of such withdrawal from participation and the
effective date of the withdrawal of the Participating Employer, which thirty
(30) day notice period may be waived by the Company. In addition, the Company
may terminate the participation of a Participating Employer in the Plan by
providing such Participating Employer with thirty (30) days advance written
notice, which thirty (30) day notice period may be waived by the Participating
Employer. A Participating Employer which terminates its participation in the
Plan shall remain obligated under the Plan with respect to benefits payable
with respect to employees of the Participating Employer participating in the
Plan unless otherwise expressly agreed by the Company with the Company fully
assuming such obligations. 


          Section 3.5. Separate
Accounting.
The Company shall establish and maintain separate Accounts for each of the
Participating Employers and their respective Participants. Such separate
accounting is intended to comply with section 404(a)(5) of the Code and section
1.404(a)-12 of the Treasury Regulations (which provide that an employer can
deduct the amounts contributed to a nonqualified plan in the taxable year in
which an amount attributable to the contribution is includable in the gross
income of employees participating in the plan, but, in the case of a plan in
which more than one employee participates only if separate accounts are
maintained for each employee). 


9









ARTICLE IV


ELIGIBILITY AND PARTICIPATION


          Section 4.1. Eligibility.
Eligibility to participate in the Plan shall be limited and selective; only a
select group of high-ranking executive officers and key high-ranking management
personnel of a Participating Employer shall be eligible to participate in the
Plan. Eligibility shall be determined by the Compensation Committee acting on
behalf of the Board of Directors of the Company, and such determination shall
be final, conclusive and binding upon all parties in interest. 


          Section 4.2. Participation. A
high-ranking executive officer or a key high-ranking management person
determined to be eligible to participate in the Plan by the Compensation
Committee pursuant to Section 4.1 of the Plan shall become a Participant in the
Plan as of the date on which the Compensation Committee determines such
eligible individual to be a Participant in the Plan. If the Compensation
Committee determines that a high-ranking executive officer or a key
high-ranking management person is eligible to become a Participant in the Plan,
the Compensation Committee shall inform that individual in writing of the
determination of eligibility and participation and the date on which the
individual shall become a Participant in the Plan. Once an individual becomes a
Participant in the Plan, the individual shall remain a Participant until the
benefits which may be payable to the individual under the Plan have been
distributed to or on behalf of the individual. 


          Section 4.3. Suspension of
Eligibility.
Notwithstanding any provision apparently to the contrary in the Plan document
or in any written communications, summary, resolution or document or oral
communication, in the event the Compensation Committee determines that a
Participant will no longer be eligible to actively participate in the Plan,
then, subject to the rules and requirements of section 409A of the Code,
sections 1.409A-1 through 1.409A-6 of the Treasury Regulations, and applicable
guidance issued by the Department of the Treasury, the compensation deferral
elections made by that individual in accordance with the provisions of the Plan
will be terminated and no additional amounts shall be deferred and credited to
an Account of that individual under the Plan until such time as the individual
is again determined to be eligible to participate in the Plan by the
Compensation Committee and makes a new election under the provisions of the
Plan; except, however, that the amounts or units credited to the Accounts of
such individual shall continue to be adjusted by the other provisions of the
Plan until fully distributed. 


ARTICLE V


BENEFITS


          Section 5.1. Deferred
Compensation.
Subject to the conditions and restrictions imposed under the Plan, a
Participant may elect to defer receipt of Eligible Compensation and
Performance-Based Compensation. Compensation may only be deferred to the extent
that the Participant is or may be entitled to receive such compensation and the
total amount deferred by a Participant shall be limited in any Plan Year, if
necessary, to satisfy Social Security taxes 


10









(including Medicare), other employment taxes, federal, state, or local
income taxes, employee benefit plan deferrals or contributions, and any other
required or necessary withholding requirements as determined in the sole and
absolute discretion of the Compensation Committee. For each calendar year,
subject to the limitations of this Section 5.1, a Participant may elect to
defer up to one hundred percent (100%) of any Performance-Based Compensation
payable pursuant to a bonus or incentive plan, and up to one hundred percent
(100%) of Eligible Compensation. Upon such deferral, the Participant will have
no further right to such deferred compensation other than as provided under the
Plan. Such deferred compensation shall be the record of the value of such
deferred compensation credited to the Investment Account or the Company Stock
Account. Unless an allocation is made to another Account under the terms of the
Plan, any Eligible Compensation and Performance-Based Compensation deferred
under the Plan by a Participant shall be credited to the account of the
Participant and allocated to the Investment Account or the Company Stock
Account of the Participant pursuant to the direction of the Participant. 


          Section
5.2. Deferral Elections. Compensation for
services performed by a Participant during a calendar year or during a
performance period of at least twelve (12) consecutive months in which the
Participant performs services may be deferred at the election of the
Participant and credited to the Investment Account or the Company Stock Account
of the Participant only if the election is made pursuant to the rules and
requirements of this Section 5.2. 


	
 

	
 

	
 


	
 

	
(a)

	
The General Rule.
 Except as otherwise provided in this Section 5.2, Eligible Compensation for
 services performed by a Participant during a calendar year may be deferred at
 the election of the Participant only if the election to defer such Eligible
 Compensation is made and becomes irrevocable not later than the last day of
 the calendar year immediately preceding the calendar year during which
 services are to be performed. 


	
 

	
 

	
 


	
 

	
(b)

	
Performance-Based Compensation.
 In the case of Performance-Based Compensation based upon a performance period
 of at least twelve (12) months, provided that the Participant performs
 services continuously from a date no later than the date upon which the
 performance criteria are established through a date no earlier than the date
 upon which the Participant makes an initial deferral election, an initial
 deferral election may be made with respect to the Performance-Based
 Compensation no later than the date that is six (6) months before the end of
 the performance period, provided that in no event may an election to defer Performance-Based
 Compensation be made after such compensation has become both substantially
 certain to be paid and readily ascertainable. For purposes of this provision,
 the performance criteria shall be established in writing no later than ninety
 (90) days after the commencement of the performance period. 


	
 

	
 

	
 


	
 

	
(c)

	
First Year of Eligibility.
 The rule to apply with respect to the first year of eligibility: in the case
 of the first Plan Year in which an employee becomes eligible to participate
 in the Plan, with the determination of eligibility made under Article IV of
 the Plan based upon the date on which the information relevant to the
 employee is properly recorded on the administrative records or files of the
 recordkeeper, the employee may make an initial deferral election regarding 





11









	
 

	
 

	
 


	
 

	
 

	
Eligible Compensation within thirty (30) days after the date the
 employee becomes eligible to participate in the Plan, with respect to
 Eligible Compensation payable for services to be performed subsequent to the
 election. In the case of Performance-Based Compensation, in accordance with
 section 1.409A-2(a)(8) of the Treasury Regulations, an initial deferral
 election may be made with respect to such Performance-Based Compensation on
 or before the date that is six (6) months before the end of the performance
 period, provided that the employee performs services continuously from the
 later of the beginning of the performance period or the date the performance
 criteria are established through the date an election is made under the Plan
 and section 1.409A-2(a)(8) of the Treasury Regulations, and provided further
 that in no event may an election to defer Performance-Based Compensation be
 made after such compensation has become readily ascertainable.





          Section 5.3. Matching Amounts.
Subject to the limitations imposed under the Plan, if a Participant elects to
defer Eligible Compensation or Performance-Based Compensation for a calendar
year and to have all or a portion of such deferred compensation credited to the
Company Stock Account of the Participant for that calendar year, the
Compensation Committee shall credit the Company Stock Account of the
Participant with a matching amount equal to ten percent (10%), unless another
percentage is determined to apply by the Compensation Committee for the
calendar year, of the sum of the Eligible Compensation and the
Performance-Based Compensation deferred by the Participant for that calendar
year and credited to the Company Stock Account for that calendar year. The
matching amount shall be denominated in units and measured by the value of the
Company Common Stock, and the Company Stock Account of the Participant shall be
credited with that number of units (including fractions thereof) equal to the
number of shares (including fractions thereof) of Company Common Stock that
could have been purchased with the dollar amount of such matching units as of
the last Business Day of the calendar quarter with respect to which amounts
deferred would have been credited to the Account of the Participant, based on
the average of the closing prices as reported on the New York Stock Exchange
for each day during that quarter; except, however, that effective as of
November 7, 2006, the units credited to the Account shall be based upon the
closing price on the last Business Day of such calendar quarter. The liability
of a benefit payable under the Plan with respect to the whole units credited to
the Company Stock Account shall be satisfied only in shares of Company Common
Stock and partial units shall be satisfied in cash. 


          Section
5.4. Discretionary Amounts. Irrespective of any
Eligible Compensation or Performance-Based Compensation that may be deferred by
a Participant for a calendar year or any matching amounts that may be credited
to the Company Stock Account of a Participant for the calendar year, the
Compensation Committee may at any time and from time to time, in its sole and
absolute discretion, determine to credit the Company Stock Account of a
Participant with an amount determined by the Compensation Committee in its sole
and absolute discretion, which amount shall be denominated in units and
measured by the value of Company Common Stock and shall be subject to
restrictions as determined by the Company or Compensation Committee and shall
not be Vested until such restrictions lapse after a stated period of service.
The credit of such a discretionary amount to the Company Stock Account of a
Participant shall be authorized pursuant to and in accordance with the
requirements of the Delaware General Corporation Law and Rule 16b-3 under
Section 16 of the Securities Exchange Act of 1934 for 


12









such purpose or purposes as the Compensation Committee may deem
appropriate. The discretion of the Compensation Committee as to whether a
discretionary amount may be credited to the Company Stock Account of a
Participant and, if so, the amount to be credited, shall be separately
exercised with respect to each Participant. An amount may, therefore, differ
from Participant to Participant both as to the amount and as to the percentage
of compensation. When a Company Stock Account of a Participant is to be
credited with a discretionary amount, it shall be credited with that number of
units (including fractions thereof) equal to the number of shares (including
fractions thereof) of Company Common Stock that could have been purchased with
the dollar amount of the discretionary amount as of such date or dates as
determined by the Compensation Committee, based upon the closing price on such
date or dates as reported on the New York Stock Exchange for such date or
dates. 


	
 

	
 

	
 


	
 

	
(a)

	
The liability of a benefit payable under this Section 5.4 of the Plan
 with respect to the whole units credited to the Company Stock Account shall
 be satisfied in shares of Company Common Stock and partial units shall be
 satisfied in cash. 


	
 

	
 

	
 


	
 

	
(b)

	
A Participant may elect to defer the value of a discretionary amount
 credited to the Company Stock Account of the Participant under this Section
 5.4; however, an election by a Participant to defer the value of any such
 amount, treated as restricted stock units credited under this Section 5.4,
 must be made within thirty (30) days after any restricted stock units have
 been made available to the Participant in the calendar year immediately
 preceding the calendar year in which such restricted stock units vest and
 become payable under the stated terms of such restricted stock units. If an
 election to defer the value of a restricted stock units is made by a
 Participant and the employment of a Participant terminates prior to the date
 on which such restricted stock units vest and the stated restrictions lapse,
 the restricted stock units made available with respect to the Participant and
 deferred under the Plan are forfeited. 


	
 

	
 

	
 


	
 

	
(c)

	
An election to defer the value of any restricted stock units must
 state a specified date in the future for the distribution of the value of
 such restricted stock units, which shall be the distribution date that shall
 apply unless an earlier distribution event occurs under Section 8.1 of the
 Plan and such earlier distribution event shall supersede the stated
 distribution date selected by the Participant under this Section 5.4. 





          Section 5.5. Stock Options. For the
period beginning January 1, 2005, and ending December 31, 2006, the
Compensation Committee could at any time and from time to time, in its sole and
absolute discretion, determine to grant a discounted stock option with respect
to Company Common Stock under this Plan. If a stock option was granted under
the Plan, an election made by a Participant with respect to the time of payment
upon the exercise of the stock option granted under the Plan was required to be
made not later than the last day of the calendar year immediately preceding the
calendar year during which such grant of a discounted stock option was made. If
no election was made, a lump sum payment was required to be made as of the last
business day of the first month following the month in which such discounted
stock option was vested, and no substantial risk of forfeiture existed, subject
to applicable securities laws. The grant of a discounted stock option, the
exercise of the stock option and an election to 


13









defer the compensation related to the exercise of the stock option are
governed by this Section 5.5 and Section 6.3. The grant of any discounted
option was subject to the availability of sufficient shares of Company Common
Stock authorized for issuance under the Plan. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
In the event the Compensation Committee determined to grant a discounted
 stock option under the Plan, the stock option granted pursuant to this
 Section 5.5 was evidenced by a written agreement, approved in advance by the
 Compensation Committee, and incorporated herein and made a part of this Plan,
 and stated, with respect to such determination: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the terms and conditions of the stock option, including, without
 limitation, the terms and conditions regarding the manner in which the stock
 option may be exercised and accounted for under the Plan; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
whether any limitations or restrictions applied with respect to the
 timing of the vesting and exercise of the stock option. 


	
 

	
 

	
 


	
 

	
(b)

	
A stock option granted pursuant to this provision shall be deemed to
 be exercised as of the close of the ten (10) day window period described in
 Section 6.3 of the Plan after a distributable event as determined under
 Section 8.1 of the Plan unless determined to be exercised as of an earlier
 date pursuant to the terms of the written agreement, and no provision in the
 Plan could be deemed to alter the terms and conditions of an option granted
 under this Plan. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Upon the exercise of a stock option prior to the date on which
 allocation was made to the Investment Account pursuant to resolutions
 approved and adopted by the Board of Directors, the positive value of the
 exercise proceeds, determined in accordance with the formula set forth in
 subsection (d) of this Section 5.5, was required to be credited to the
 Company Stock Account in the form of stock units as of the date on which
 occurred the exercise of the stock option and no shares of Company Common
 Stock were made available or delivered to the Participant at that time;
 effective as of the date provided in resolutions approved and adopted by the
 Board of Directors and incorporated herein by reference, upon the exercise of
 a stock option on or after that date, the positive value of the exercise
 proceeds, determined in accordance with the formula set forth in subsection
 (d) of this Section 5.5 in an equivalent dollar amount was credited to the
 Investment Account as of the date on which occurred the exercise of the stock
 option and no shares of Company Common Stock were made available or delivered
 to the Participant. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
As of the exercise date of a stock option granted under this Section
 5.5, for a stock option exercised prior to the date on which allocation was
 made to the Investment Account pursuant to resolutions approved and adopted
 by the Board of Directors and incorporated herein by reference, the positive value
 of the difference between the following amounts was credited to the Company
 Stock Account of the Participant in the form of stock units and measured by
 the value of the Company Common Stock; effective as of the date provided in
 resolutions adopted by the 





14









	
 

	
 

	
 

	
 


	
 

	
 

	
Board of Directors, for a stock option exercised on or after that
 date, the positive value of the difference between the following amounts was
 credited to the Investment Account of the Participant in the form of an
 equivalent dollar amount and measured in dollars:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the number of shares of Company Common Stock that would have been
 obtained by the exercise of the stock option; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the number of shares of Company Common Stock or cash required to pay
 both the exercise price of the stock option, and, if required at that time,
 any foreign, federal, state, or local tax withholding. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
In the event of any change in the outstanding shares of Company
 Common Stock by reason of any stock split, reverse stock split, or stock
 dividend in the form of a split, the Company shall adjust the number of stock
 units credited to the Company Stock Account of the Participant attributable
 to the value of stock units credited to the Company Stock Account pursuant to
 this Section 5.5 so that the number equals the number of stock units credited
 to the Company Stock Account prior to the event, multiplied by a fraction,
 the denominator of which is the number of stock units credited to the Company
 Stock Account prior to the event, and the numerator of which is the number of
 shares of Company Common Stock the Participant would have had after the event
 if the Participant had shares of Company Common Stock immediately prior to
 the event equal in number to the number of stock units credited to the
 Company Stock Account of the Participant immediately prior to the event. 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
In the event of any dividend (other than a stock dividend in the form
 of a split), recapitalization, merger, consolidation, spin-off,
 reorganization, combination or exchange of shares or other similar corporate
 change, then, if the Board of Directors of the Company shall determine, in
 its sole and absolute discretion, that such change equitably required an
 adjustment in the number of stock units then credited to the Company Stock
 Account of the Participant attributable to the value of stock units credited
 to the Company Stock Account pursuant to this Section 5.5, such adjustment
 shall be made by the Board of Directors and such determination and adjustment
 shall be conclusive and binding for all purposes of the Plan with respect to
 all interested parties. 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
The number of stock units credited to the Company Stock Account of a
 Participant was automatically increased as of each dividend payment date of
 Company Common Stock in an amount equal to the number of shares of Company
 Common Stock that could be purchased on such dividend payment date with the
 cash dividends that would be paid on a number of shares of Company Common
 Stock equal to the number of stock units credited to the Company Stock
 Account of the Participant on the record date for such dividend. 


	
 

	
 

	
 

	
 


	
 

	
(h)

	
The value of the stock units credited to the Investment Account of a
 Participant pursuant to this Section 5.5 shall be distributed in accordance
 with Section 8.1, 





15









	
 

	
 

	
 


	
 

	
 

	
with the liability of a benefit payable under the Plan with respect
 to the dollar value credited to the Investment Account satisfied in cash.


	
 

	
 

	
 


	
 

	
(i)

	
A stock option granted pursuant to this Section 5.5 shall be subject
 to such limitations and restrictions as may be determined to be necessary and
 appropriate to comply with any applicable federal and state securities rules
 and regulations; specifically, with respect to each stock option granted
 under this provision: (i) each stock option shall not be transferable, and
 the Participant shall have no right to sell, assign, or pledge (as collateral
 for a loan, or as security for the performance of an obligation, or for any
 other purpose) his or her interest in such option to any person; and (ii)
 each stock option shall not be exercisable until the later of: (A) six (6)
 months after the grant date, or (B) the first day of the calendar year
 following the calendar year in which occurs the grant date. Stock issued upon
 the exercise of an option may only be sold pursuant to an effective
 registration statement or an exemption from such registration, to be
 determined by counsel to the Company, and certificates representing shares of
 stock shall be appropriately legended.





ARTICLE VI


VALUATION OF BENEFITS


          Section 6.1. Investment
Account. In
accordance with the terms and conditions of the Plan, for the purpose of
providing the basis on which earnings and losses may be attributed or credited
to the Investment Account of a Participant under the Plan, the value of
Eligible Compensation and Performance-Based Compensation deferred by a
Participant under the Plan and credited to the Investment Account of the
Participant shall be determined as provided in this Section 6.1. 


	
 

	
 

	
 


	
 

	
(a)

	
As of the close of the last day of each calendar month, an additional
 amount shall be credited to the Investment Account of the Participant equal
 to the product of: (i) the average daily balance of the Investment Account
 for the month, multiplied by (ii) the prime rate quoted at the beginning of
 the quarter by The Wall Street Journal. 


	
 

	
 

	
 


	
 

	
(b)

	
Benefits attributable to the value of the Investment Account at the
 time of a Distributable Event under Section 8.1 of the Plan shall be measured
 in dollars and delivered to the Participant in cash. 


	
 

	
 

	
 


	
 

	
(c)

	
A Participant may elect, pursuant to the conditions and limitations
 of Section 6.2 or Section 6.3, whichever may apply based upon the election
 made, to allocate an amount allocated to the Investment Account of the
 Participant to either: (i) the Company Stock Account and have such amount
 denominated in stock units and measured by the value of Company Common Stock,
 or (ii) the opportunity to have the amount measured by the value of the
 exercise proceeds determined by the exercise of a discounted stock option
 granted pursuant to the provisions of Section 5.5; an election to have an
 amount allocated to either the Company Stock 





16









	
 

	
 

	
 


	
 

	
 

	
Account or the opportunity to have the amount measured by the value
 of the exercise proceeds determined by the exercise of a discounted stock
 option may be made once for each fiscal quarter of the fiscal year of the
 Company and if such an election is made, it must be made within a ten (10)
 day period following the public release of the Company’s financial results
 for that fiscal quarter for which an election is made, and once made, such an
 election shall be irrevocable.


	
 

	
 

	
 


	
 

	
(d)

	
Any election made pursuant to this Section 6.1 must be made in the
 form and manner prescribed by the Compensation Committee and to the extent an
 amount credited to the Investment Account is allocated pursuant to subsection
 (c) of this Section 6.1, such allocated amount shall not be credited with
 interest under subsection (a). 





          Section 6.2. Company Stock
Account. The
value of Eligible Compensation and Performance-Based Compensation deferred by a
Participant under the Plan, matching amounts and discretionary amounts credited
to the Company Stock Account and stock units allocated to the Company Stock
Account of a Participant under the Plan shall be measured by the value of
Company Common Stock. Compensation for services performed by a Participant
during a calendar year deferred at the election of the Participant and credited
to the Company Stock Account pursuant to Section 5.2, matching amounts credited
to the Company Stock Account pursuant to Section 5.3, and discretionary amounts
credited to the Company Stock Account pursuant to Section 5.4 shall be
denominated in units and measured by the value of Company Common Stock and,
unless otherwise provided under the terms of the Plan, credited to the Company
Stock Account as of the close of the last Business Day of each calendar quarter
based upon the number of shares (including fractions thereof) of Company Common
Stock that could have been purchased with the dollar amount of such amounts or
units as of the last Business Day of the calendar quarter with respect to which
such amounts or units would have been credited to the Account of the
Participant, based on the average of the closing prices as reported on the New
York Stock Exchange for each day during that quarter. 


	
 

	
 

	
 


	
 

	
(a)

	
If an amount credited to the Investment Account is allocated to the
 Company Stock Account at the election of a Participant pursuant to Section
 6.1, the amount credited to the Company Stock Account shall be denominated in
 units and measured by the value of Company Common Stock and credited to the
 Company Stock Account based upon the number of shares (including fractions
 thereof) of Company Common Stock that could have been purchased with the
 dollar amount allocated to the Company Stock Account, determined as of the
 last Business Day within a ten (10) day period following the public release
 of the Company’s financial results for the fiscal quarter of the Company’s
 fiscal year for which the credit or allocation is made at the stock price per
 share based upon the closing price as reported on the New York Stock Exchange
 for such date. 


	
 

	
 

	
 


	
 

	
(b)

	
For purposes of the interpretation and operation of the Plan, “fair
 market value” shall mean, as of any given date, the mean between the highest
 and lowest reported sales prices of the Common Stock on the New York Stock
 Exchange Composite Tape or, if not listed on such exchange, on any other
 national securities exchange on which the Company Common Stock is listed or
 on the 





17









	
 

	
 

	
 


	
 

	
 

	
NASDAQ Stock Market, except, however, that effective as of November
 7, 2006, “fair market value” shall mean, as of any given date, the closing
 sale price of the Company Common Stock on the New York Stock Exchange
 Composite Tape. If there is no regular public trading market for such Company
 Common Stock, the “fair market value” of the Company Common Stock shall be
 determined in good faith by the Compensation Committee of the Board of Directors
 of the Company in a manner consistent with and pursuant to section
 1.409A-1(b)(5)(iv) of the Treasury Regulations and the Securities and
 Exchange Commission. 


	
 

	
 

	
 


	
 

	
(c)

	
Each unit credited to the Company Stock Account shall be measured by
 the value of one share of Company Common Stock and treated as though invested
 in such a share of Company Common Stock. The liability for the benefit
 payable with respect to the units credited to the Company Stock Account shall
 be satisfied only in shares of Company Common Stock. 


	
 

	
 

	
 


	
 

	
(d)

	
In the event of any change in the outstanding shares of Company
 Common Stock by reason of any stock split, reverse stock split, or stock
 dividend in the form of a split, the Company shall adjust the number of stock
 units allocated to the Company Stock Account of the Participant attributable
 to the value of stock units credited to the Company Stock Account pursuant to
 this Section 6.3 so that the number equals the number of stock units credited
 to the Company Stock Account prior to the event, multiplied by a fraction,
 the denominator of which is the number of stock units credited to the Company
 Stock Account prior to the event, and the numerator of which is the number of
 shares of Company Common Stock the Participant would have had after the event
 if the Participant had shares of Company Common Stock immediately prior to
 the event equal in number to the number of stock units credited to the
 Company Stock Account of the Participant immediately prior to the event. In
 the event of any dividend (other than a stock dividend in the form of a
 split), recapitalization, merger, consolidation, spin-off, reorganization,
 combination or exchange of shares or other similar corporate change, then if
 the Board of Directors of the Company shall determine, in its sole and
 absolute discretion, that such change equitably requires an adjustment in the
 number of stock units then credited to the Company Stock Account of the
 Participant, such adjustment shall be made by the Board of Directors and such
 determination and adjustment shall be conclusive and binding for all purposes
 of the Plan with respect to the interested parties. 


	
 

	
 

	
 


	
 

	
(e)

	
The number of stock units credited to the Company Stock Account of a
 Participant shall be automatically increased as of each dividend payment date
 of Company Common Stock in an amount equal to the number of shares of Company
 Common Stock that could be purchased on such dividend payment date with the
 cash dividends that would be paid on a number of shares of Company Common
 Stock equal to the number of stock units credited to the Company Stock
 Account of the Participant on the record date for such dividend. The number
 of units credited to a Company Stock Account shall be adjusted to reflect any
 change in the outstanding Common Stock by reason of any stock dividend or
 split, 





18









	
 

	
 

	
 


	
 

	
 

	
recapitalization, merger, consolidation, combination or exchange of
 shares or other similar corporate change.





          Section 6.3. Discounted Stock
Option.
Effective prior to January 1, 2007, and subject to the terms and conditions of
Section 5.5, if a Participant made an irrevocable election to have an amount
allocated to the Investment Account allocated to the opportunity to have the
amount measured by the value of the exercise proceeds determined by the
exercise of a discounted stock option granted pursuant to Section 5.5, the
Participant shall be granted an option, as of the last Business Day of the
election period that shall be within a ten (10) day period following the public
release of the Company’s financial results for the fiscal quarter for which the
election is made (the “determination date”) to “purchase” (in effect, determine
the value of the allocation election) shares of Company Common Stock at the
stock price per share determined after the application of the discount and
based upon the closing price as reported on the New York Stock Exchange for
such Business Day, with the number of shares made available to the Participant
for purposes of this election as of such determination date based upon the
result of: (i) the amount subject to the election divided by (ii) the discount
(or “spread,” the difference between the fair market value of the Company
Common Stock as of the determination date and the value of the Company Common
Stock after the discount was applied as of the determination date). (For
example, if the Participant elected to have the value of $1,000 allocated to
the opportunity to have such amount valued based upon the exercise proceeds of
the exercise of a discounted stock option, the fair market value of the common
stock as of the determination date was $1.00, and the discount was 15%, the
Participant would be granted an option, as of the determination date, to
“purchase” (i.e., determine the value of the allocation election) 6,666 shares
of the Company’s stock at $.85 per share, which value shall be allocated to the
Company Stock Account prior to the date on which allocation shall be made to
the Investment Account pursuant to resolutions approved and adopted by the
Board of Directors which provide that, with respect to a stock option exercised
on or after that date, such value shall be allocated to the Investment Account
as provided in Section 5.5 of the Plan. The grant of a discounted stock option
for which a Participant may have the opportunity to elect to have the benefit
determined by the value of a discounted stock option as provided in this
Section 6.3 shall not be available, offered or effective after December 31,
2006. 


ARTICLE VII


VESTING OF ACCOUNTS


          Section 7.1. Vested Benefit.
Subject
to restrictions that may be imposed by the Company for discretionary amounts
credited under Section 5.4, for discounted stock options under Section 5.5, and
for any other stock options, a Participant shall be considered to be 100% Vested
in the stock units and amounts credited to the Accounts of the Participant
under the Plan. 


          Section 7.2. Nature of Accounts.
The
Accounts established under the Plan shall be maintained for bookkeeping
purposes only. Neither the Accounts nor the Plan shall be required to hold any
actual funds, shares of Company Common Stock or other assets. 


19









ARTICLE VIII


DISTRIBUTION OF BENEFITS AND EXERCISE OF
OPTIONS


          Section
8.1. Distributable
Events. The amount credited to the Account or Accounts of the
Participant under this Plan may be distributed only on account of one or more
of the distribution events specified in this Section 8.1. In the event the
Participant becomes eligible to receive a benefit under the Plan, then, except
as otherwise provided in this Section 8.1 and Section 8.2 of the Plan, the
amount credited to the Accounts shall be distributable as of the date on which
occurs the earliest of the events specified in this Section 8.1. 


	
 

	
 

	
 


	
 

	
(a)

	
The date on
 which the Participant incurs a separation from service with the Company and
 all corporations or entities with whom the Company would be considered a
 single employer under subsections (b) and (c) of section 414 of the Code in
 accordance with section 1.409A-1(h) of the Treasury Regulations; except,
 however, that if the Participant is a “specified employee” (a “specified
 employee” as defined in section 1.409A-1(i) of the Treasury Regulations means
 a key employee as defined in section 416(i) of the Code of a publicly traded
 company, determined as of December 31 of each calendar year and applied as of
 the April 1 following such determination in accordance with section 409A of
 the Code and section 1.409A-1(i) of the Treasury Regulations) who separates
 from service, then the payment of the benefit payable under the Plan shall be
 made as of the first day of the seventh month following the date of separation
 from service, determined in accordance with section 409A of the Code and
 section 1.409A-3(i)(2) of the Treasury Regulations. 


	
 

	
 

	
 


	
 

	
(b)

	
The date on
 which the Participant incurs a separation from service with the Company and
 all corporations or entities with whom the Company would be considered a
 single employer under subsections (b) and (c) of section 414 of the Code due
 to Disability, determined in accordance with section 409A of the Code and
 section 1.409A-3(i)(4) of the Treasury Regulations. 


	
 

	
 

	
 


	
 

	
(c)

	
The date on
 which occurs the death of the Participant. 


	
 

	
 

	
 


	
 

	
(d)

	
Except as
 otherwise provided with respect to the election made pursuant to subsection
 (b) of Section 8.2 of the Plan, the time or fixed schedule specified under
 and in accordance with the provisions of subsection (b) of Section 8.2 of the
 Plan and in accordance with section 1.409A-3(i)(1) of the Treasury
 Regulations. 


	
 

	
 

	
 


	
 

	
(e)

	
The date on
 which occurs a determination and payment based upon an Unforeseeable
 Emergency in accordance with subsection (c) of Section 8.2 and section
 1.409A-3(i)(3) of the Treasury Regulations. 


	
 

	
 

	
 


	
 

	
(f)

	
The date on
 which occurs a Change in Control, effecting a change in the ownership or in
 the effective control of Company or a change in the ownership of a substantial
 portion of the assets of the Company, determined in accordance with 





20









	
 

	
 

	
 


	
 

	
 

	
subsection
 (e) of Section 2.1 of the Plan and section 409A of the Code and section
 1.409A-3(i)(5) of the Treasury Regulations.


	
 

	
 

	
 


	
 

	
(g)

	
The
 occurrence of the termination of the Plan, determined and effected pursuant
 to Article XIII of the Plan and in accordance with section 409A of the Code
 and section 1.409A-3(j)(4)(ix) of the Treasury Regulations.





          Section
8.2. Distribution of Benefits. The manner in which
benefits shall be distributed to or on behalf of a Participant shall be
determined in accordance with this Section 8.2. 


	
 

	
 

	
 


	
 

	
(a)

	
Distribution Without Scheduled Date. As of
 the date on which occurs a distributable event pursuant to Section 8.1 of the
 Plan, then, except as otherwise determined in subsections (b) and (c) of this
 Section 8.2 or as otherwise provided in subsection (a) of Section 8.1, the
 benefit payable to or on behalf of a Participant in accordance with the terms
 of the Plan shall be payable as of the first day of the first calendar month
 immediately following the close of the ten (10) day window period described
 in Section 6.3 following such distributable event. 


	
 

	
 

	
 


	
 

	
(b)

	
Distribution With Scheduled Date. For each
 calendar year for which an election to defer Eligible Compensation or
 Performance-Based Compensation is made by a Participant pursuant to Article V
 of the Plan, the Participant may elect a scheduled distribution date that
 shall apply with respect to the benefit based upon the Eligible Compensation
 and the Performance-Based Compensation deferred by the Participant pursuant
 to that election to defer compensation. An election made pursuant to this
 subsection (b) shall be effective only if the scheduled distribution date is
 objectively determinable and is at least twenty-four (24) months after the
 last day of the calendar year in which the election to defer Eligible
 Compensation is made or which precedes the calendar year Performance-Based
 Compensation is determined for which a deferral election is made. Except with
 respect to a distribution pursuant to subsection (g) of Section 8.1, each
 election made in accordance with this subsection (b) should state whether the
 scheduled distribution date shall be effective even if that distribution date
 is not the earliest to occur of the dates specified in Section 8.1 of the
 Plan other than subsection (g) of Section 8.1. If the distribution election
 does not specifically provide that the scheduled distribution date is
 effective even if that distribution date is not the earliest to occur of the
 dates specified in Section 8.1, then the earliest to occur of the dates
 specified in Section 8.1 shall govern the distribution of such benefit. The
 distribution of a benefit payable to or on behalf of the Participant in
 accordance with the terms of the Plan shall be made in accordance with the
 distribution elections made pursuant to this subsection (b) and the rules
 regarding those distribution elections. The scheduled distribution date must
 be objectively determinable as required under section 409A of the Code and
 section 1.409A-3(i)(l) of the Treasury Regulations. The Participant may elect
 to change the time of distribution subject to certain requirements. This
 subsequent election shall be made in conformance with section 409A of the
 Code and section 1.409A-2(b) of 





21









	
 

	
 

	
 

	
 


	
 

	
 

	
the Treasury
 Regulations. A subsequent election to delay the timing of a distribution
 shall be effective only if the following conditions are met:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
an election
 related to a payment described in section 1.409A-3(a)(4) (payment at a
 specified time or pursuant to a fixed schedule) must be made not less than
 twelve (12) months before the date the payment is scheduled to be paid, 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the election
 shall not take effect until at least twelve (12) months after the date on
 which the election is made, and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
an election
 related to a payment not described in section 1.409A-3(a)(2) (payment on
 account of Disability), section 1.409A-3(a)(3) (payment on account of death),
 or section 1.409A-3(a)(6) (payment on account of the occurrence of an
 Unforeseeable Emergency), the payment with respect to which such election is
 made must be deferred for a period of not less than five (5) years from the
 date such payment would otherwise have been. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Unforeseeable Emergency. If the Participant
 experiences an Unforeseeable Emergency, the Participant may make a request to
 the Compensation Committee, by submitting a form acceptable to the
 Compensation Committee, to receive a distribution of all or a portion of the
 amount allocated to the Account or Accounts of the Participant in accordance
 with the provisions and requirements of this subsection (c). Except as
 otherwise provided herein, a request by a Participant will be considered by
 the Compensation Committee only if the Participant has obtained all
 distributions, including hardship distributions, and all nontaxable (at the
 time of the loan) loans currently available under all qualified and other
 nonqualified plans of deferred compensation maintained by Company or any
 other entity affiliated with the Company. If the request for a distribution
 is approved, the compensation deferral elections of the Participant under the
 Plan will immediately terminate, and a distribution based upon an
 Unforeseeable Emergency shall be made in the form of a lump sum as of the
 first day of the first calendar month immediately following the calendar
 month in which the date occurs of the approval by the Compensation Committee.
 The Participant may not again elect to defer compensation under the Plan
 until the enrollment period for the calendar year that begins at least twelve
 (12) months after such distribution. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Payment Elections. Notwithstanding any
 provision in the Plan to the contrary, pursuant to Notice 2005-1,
 Q&A-19(c), and Notice 2006-79 issued by the Department of the Treasury
 and the Internal Revenue Service and Part XI, Transition Relief, of the
 regulations issued by the Department of the Treasury and the Internal Revenue
 Service under section 409A of the Code, new payment elections shall be
 permitted under the Plan without violating the subsequent deferral and
 anti-acceleration rules of section 409A of the Code. Accordingly, new payment
 elections may be made on or before December 31, 2008, with respect to the
 timing of the payment of such amounts and the elections will not be treated
 as a change in the timing of a payment under section 409A(a)(4) or an 





22









	
 

	
 

	
 


	
 

	
 

	
acceleration
 of a payment under section 409A(a)(3), provided that the elections are made
 on or before December 31, 2008. With respect to an election to change the
 time of payment made on or after January 1, 2008, and on or before December
 31, 2008, the election may apply only to amounts that would not otherwise be
 payable in 2008 and may not cause an amount to be paid in 2008 that would not
 otherwise be payable in 2008. With respect to an election to change the time
 of payment made on or after January 1, 2008, and on or before December 31,
 2008, the election may apply only to amounts that would not otherwise be
 payable in 2008 and may not cause an amount to be paid in 2008 that would not
 otherwise be payable in 2008.





          Section
8.3. Designation of Beneficiaries. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Right to Designate. The Participant may
 designate, upon forms to be furnished by and filed with the Compensation
 Committee, one or more primary Beneficiaries or alternative Beneficiaries to
 receive all or a specified portion of any benefits which may be payable with
 respect to the Participant under the Plan in the event of the Participant’s
 death. The Participant may change or revoke any such designation from time to
 time without notice to or consent from any Beneficiary. No such designation,
 change or revocation shall be effective unless executed by the Participant
 and received and accepted by the Compensation Committee during the lifetime
 of the Participant. 


	
 

	
 

	
 


	
 

	
(b)

	
Failure of Designation. If a Participant
 fails to designate a Beneficiary, designates a Beneficiary and thereafter
 revokes such designation without naming another Beneficiary, or designates
 one or more Beneficiaries and all such Beneficiaries so designated fail to
 survive the Participant, then the benefits which may be payable with respect
 to the Participant under the Plan, or the part thereof as to which such
 Participant’s designation fails, as the case may be, shall be payable to the
 first class of the following classes of automatic Beneficiaries with a member
 surviving the Participant and (except in the case of surviving issue) in equal
 shares if there is more than one member in such class surviving the
 Participant: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
 surviving spouse of the Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the
 surviving issue per stirpes and not per capita; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the
 surviving parents of the Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the
 surviving brothers and sisters of the Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
the
 representative of Participant’s estate. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Definitions. When used herein and, unless
 the Participant has otherwise specified in the Participant’s Beneficiary designation,
 when used in a Beneficiary designation, “issue” means all persons who are
 lineal descendants of the person whose issue are referred to, including
 legally adopted descendants and their





23









	
 

	
 

	
 

	
 


	
 

	
 

	
descendants
 but not including illegitimate descendants and their descendants; “child”
 means an issue of the first generation; “per stirpes” means in equal shares
 among living children of the person whose issue are referred to and the issue
 (taken collectively) of each deceased child of such person, with such issue
 taking by right of representation of such deceased child; and “survive” and
 “surviving” mean living after the death of the Participant.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Special Rules. Unless the Participant has
 otherwise specified in the Beneficiary designation, the following rules shall
 apply:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
if there is
 not sufficient evidence that a Beneficiary was living at the time of the
 death of the Participant, it shall be deemed that the Beneficiary was not
 living at the time of the death of the Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the
 automatic Beneficiaries specified in subsection (b) of this Section 8.3 and
 the Beneficiaries designated by the Participant shall become fixed at the
 time of the Participant’s death so that, if a Beneficiary survives the
 Participant but dies before the receipt of all payments due such Beneficiary
 hereunder, such remaining payments shall be payable to the representative of
 such Beneficiary’s estate; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
if the
 Participant designates as a Beneficiary the person who is the spouse of the
 Participant on the date of the designation, either by name or by
 relationship, or both, the dissolution, annulment or other legal termination
 of the marriage between the Participant and such person shall automatically
 revoke such designation; except, however, that the foregoing shall not
 prevent the Participant from designating a former spouse as a Beneficiary on
 a form executed by the Participant and received by the Compensation Committee
 after the date of the legal termination of the marriage between the
 Participant and such former spouse, and during the lifetime of the
 Participant; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
any
 designation of a Beneficiary by name that is accompanied by a description of
 relationship to the Participant shall be given effect without regard to
 whether the relationship to the Participant exists either then or at the
 Participant’s death; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
any
 designation of a Beneficiary only by statement of relationship to the
 Participant shall be effective only to designate the person or persons
 standing in such relationship to the Participant at the Participant’s death. 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Validity of Designation. A Beneficiary
 designation is permanently void if it either is executed or is filed by a
 Participant who, at the time of such execution or filing, is then a minor
 under the law of the state of the legal residence of the Participant. The
 Compensation Committee shall be the sole judge of the content, interpretation
 and validity of a purported Beneficiary designation. 





24









	
 

	
 

	
 


	
 

	
(f)

	
No Beneficiary Rights. Prior to the death of
 the Participant, no person designated to be a Beneficiary shall have any
 rights or interest in the benefits credited under this Plan including, but
 not limited to, the right to be the sole Beneficiary or to consent to the
 designation of Beneficiaries (or the changing of designated Beneficiaries) by
 the Participant. 





          Section
8.4. Death Prior to Full Distribution. If, at
the death of the Participant, any payment to the Participant was due or
otherwise distributable but not actually paid, the amount of such payment shall
be included in the Accounts which is payable to the Beneficiary (and shall not
be paid to the Participant’s estate). 


          Section
8.5. Facility of Payment. In case of Disability
of the Participant or Beneficiary eligible to receive distribution of a benefit
payable under the terms of the Plan, such benefit shall be paid if the
Compensation Committee shall be advised of the existence of such condition (any
payment made in accordance with these provisions shall constitute a complete
discharge of any liability or obligation of the Plan, the Company and any other
Participating Employer therefor): 


	
 

	
 

	
 


	
 

	
(a)

	
to the duly
 appointed guardian, conservator or other legal representative of such
 Participant or Beneficiary, or 


	
 

	
 

	
 


	
 

	
(b)

	
to a person
 or institution entrusted with the care or maintenance of the incompetent or
 disabled Participant or Beneficiary, provided such person or institution has
 satisfied the Compensation Committee that the payment will be used for the best
 interest and assist in the care of such Participant or Beneficiary, and
 provided further, that no prior claim for said payment has been made by a
 duly appointed guardian, conservator or other legal representative of such
 Participant or Beneficiary. 





          Section
8.6. Form of Distribution. The liability of a
benefit payable under the Plan with respect to the whole units credited to the
Company Stock Account shall be satisfied and delivered to the Participant or
Beneficiary only in shares of Company Common Stock and partial units shall be
satisfied and delivered to the Participant or Beneficiary in cash. The
liability of a benefit payable under the Plan with respect to the amounts
credited to the Investment Account at the time of a distributable event shall
be satisfied and delivered to the Participant or Beneficiary only in the form
of cash. The distribution and delivery of shares of Company Common Stock shall
be subject to all federal or state securities laws or other rules and
regulations as determined by the Company to be applicable. 


          Section 8.7. Lump Sum Distribution of
Benefits. In the event a Participant becomes
eligible to receive a payment of a benefit under the Plan with respect to stock
units credited to the Company Stock Account or amounts credited to the
Investment Account as of a date on which occurs a distributable event,
including a distributable event determined by an election made by the
Participant pursuant to subsection (b) of Section 8.2, the benefit payable to
the Participant or, in the event of the Participant’s death, to the
Participant’s designated Beneficiary under the Plan, which may be specifically
determined for stock units or amounts credited to the 


25









Accounts or
subaccounts of a Participant pursuant to elections made under subsection (b) of
Section 8.2, shall be paid in the form of a lump sum payment. 


          Section
8.8. Application for Distribution. A
Participant shall not be required to make application to receive payment.
Distribution shall not be made to any beneficiary, however, until such
Beneficiary shall have filed a written application for benefits in a form
acceptable to the Compensation Committee and such application shall have been
approved by the Compensation Committee. 


          Section 8.9. Limitation on Payment.
Notwithstanding
any provision in the Plan to the contrary, the payment of a benefit payable
under the Plan to a Participant or Beneficiary may be deferred or limited in
order to comply with applicable securities laws, tax laws, judicial determinations
or orders, bank covenants, or any other applicable law as permitted or required
under section 409A of the Code and applicable guidance issued by the Department
of the Treasury with respect to the application of section 409A. 


          Section 8.10. Tax Withholding. The
Company shall have the authority, duty and power to determine, withhold and
report the amount of any applicable employment taxes and any applicable
foreign, federal, state, or local taxes as may be required under section 409A
of the Code, or other applicable provision of the Code, and guidance issued by
the Department of the Treasury or the Internal Revenue Service with respect to
the application of section 409A or other applicable provision of the Code, and
any other applicable law with respect to any amount payable under the Plan. The
Company shall have the authority, duty and power to reduce any benefit payable
pursuant to the Plan by the amount of any foreign, federal, state or local
taxes required by law to be withheld by the Company under applicable law with
respect to such payment of benefits, and if required by law, the Participant’s
share of Federal Insurance Contributions Act taxes, and any other employment
taxes. Amounts required to be includable in income shall be reported on an
individual’s Form W-2 or Form 1099, whichever is applicable, for the year
includable in income. The Company may withhold from any cash payment under the
Plan payable to the Participant or Beneficiary an amount sufficient to cover
any withholding taxes required or permitted to be withheld from the Participant
or Beneficiary. The Company shall have the right to require the Participant or
Beneficiary receiving Company Common Stock under the Plan to pay to the Company
a cash amount sufficient to cover any withholding taxes, including any income
tax, social security tax, national insurance contribution, or other kind or
type of tax for which the Participant, Beneficiary or the Company may be liable
as a consequence of the Particpant or Beneficiary receiving Company Common
Stock. In lieu of all or any part of such a cash payment from a person
receiving Company Common Stock under the Plan, the Company may permit the
individual to elect to cover all or any part of the withholdings, and to cover
any additional withholdings up to the amount needed to cover the full amount of
foreign, federal, state and local tax with respect to income arising from
payment of Company Common Stock, through a reduction of the number of shares of
Company Common Stock delivered to such individual or a subsequent return to the
Company of shares of Company Common Stock held by the Participant or
Beneficiary, in each case valued in the same manner as used in computing the
withholding taxes under the applicable laws. The Company may in accordance with
and to the extent it is able under the laws of the jurisdiction with respect to
which a tax is owed, deduct the relevant amount from subsequent earnings
payable to the Participant or Beneficiary. To the extent that the Company
cannot (or does not) make the 


26









relevant
deductions, the Participant or Beneficiary receiving the Company Common Stock
shall enter into such other arrangements for the individual to reimburse the
Company for the amount of the tax liability as the Company shall require. The
Company shall be entitled to: 


	
 

	
 

	
 


	
 

	
(a)

	
withhold and
 deduct from future wages of a Participant (or from other amounts that may be
 due and owing to a Participant from the Company), including all payments
 under this Plan, or make other arrangements for the collection of (including
 through the sale of the shares of Company Common Stock otherwise issuable
 pursuant to the provisions of the Plan) all legally required amounts
 necessary to satisfy any and all foreign, federal, state, or local tax
 withholding and employment-related tax requirements attributable to the
 shares of Company Common Stock, or 


	
 

	
 

	
 


	
 

	
(b)

	
require a
 Participant promptly to remit the amount of such withholding to the Company
 before taking any action with respect to the shares of Company Common Stock;
 to the extent specified by the Company, withholding may be satisfied by
 withholding shares of Company Common Stock to be received upon a
 distributable event under the Plan, or by delivery to the Company of
 previously owned shares of Company Common Stock; in addition, the Company may
 reasonably delay the issuance or delivery of shares of Company Common Stock
 as it determines appropriate to address tax withholding and other
 administrative matters. 





ARTICLE IX


NONTRANSFERABILITY AND VOTING RIGHTS


          Section
9.1. Anti-Alienation of Benefits. The amounts
and stock units which may be credited to the Accounts of a Participant under
the Plan, any options which may be granted under the Plan, and any rights or
privileges pertaining thereto, may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process; and no interest or right to receive a benefit may be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings. 


          Section 9.2. Voting of Company Stock With Respect
to Accounts. No Participant shall be entitled to any voting
rights with respect to any stock units credited to any Account under the Plan. 


          Section 9.3. Voting With Respect to Options.
No
Participant shall be entitled to any voting rights with respect to any stock
options granted pursuant to the Plan. 


27









ARTICLE X


ADMINISTRATION OF THE PLAN


          Section 10.1. Administrator. The
administrator of the Plan shall be the Company. However, except as otherwise
provided herein, the Compensation Committee shall act on behalf of the Company
with respect to the administration of the Plan and the performance of functions
generally assigned to the Company. 


          Section 10.2. Authority of Administrator.
The Compensation Committee shall have the authority, duty and power to interpret
and construe the provisions of the Plan as it deems appropriate, to adopt,
establish and revise rules, procedures and regulations relating to the Plan, to
determine the conditions subject to which any benefits may be payable, to
resolve all factual and legal questions concerning the status and rights of the
Participants and others under the Plan, including, but not limited to,
eligibility for benefits and to make any other determinations which it believes
necessary or advisable for the administration of the Plan. Benefits under this
Plan will be payable only if the Compensation Committee decides in its
discretion that the applicant is entitled to them under the Plan. The Company
shall have the duty and responsibility of maintaining records, making the requisite
calculations and disbursing payments hereunder. The determinations,
interpretations, and regulations of the Compensation Committee and the
calculations of the Company shall be final and binding on all persons and
parties concerned. The Secretary of the Company shall be the agent of the Plan
for the service of legal process in accordance with section 502 of ERISA. 


          Section 10.3. Operation of Plan and Claims
Procedures. The Company shall be responsible for the general
operation and administration of the Plan and for carrying out the provisions
thereof. The Company shall be responsible for the expenses incurred in the
administration of the Plan. The Company shall also be responsible for
determining eligibility for payments and the amounts payable pursuant to the
Plan. The Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan. The procedures for filing claims for payments
under the Plan are described below. For claims procedures purposes, the “Claims
Manager” shall be the Company. 


	
 

	
 

	
 


	
 

	
(a)

	
Claims Forms. It is the intent of the
 Company that benefits payable under the Plan shall be payable without the
 Participant having to complete or submit any claims forms. However, a
 Participant who believes he or she is entitled to a payment under the Plan
 may submit a claim for payments in writing to the Company. Any claim for
 payments under the Plan must be made by the Participant or his or her
 beneficiary in writing and state the claimant’s name and the nature of
 benefits payable under the Plan on a form acceptable to the Company. If for
 any reason a claim for payments under the Plan is denied by the Company, the
 Claims Manager shall deliver to the claimant a written explanation setting
 forth the specific reasons for the denial, specific references to the
 pertinent provisions of the Plan on which the denial is based, a description
 of any additional material or information necessary for the claimant to
 perfect the claim and an 





28









	
 

	
 

	
 


	
 

	
 

	
explanation
 of why such material or information is necessary, and information on the
 procedures to be followed by the claimant in obtaining a review of his or her
 claim, all written in a manner calculated to be understood by the claimant.
 For this purpose:








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
 claimant’s claim shall be deemed to be filed when presented in writing to the
 Claims Manager; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the Claims Manager’s
 explanation shall be in writing delivered to the claimant within ninety (90)
 days of the date the claim is filed. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Review. The claimant shall have sixty (60)
 days following his or her receipt of the denial of the claim to file with the
 Claims Manager a written request for review of the denial. For such review,
 the claimant or the claimant’s representative may review pertinent documents
 and submit written issues and comments. 


	
 

	
 

	
 


	
 

	
(c)

	
Decision on Review. The Claims Manager shall
 decide the issue on review and furnish the claimant with a copy within sixty
 (60) days of receipt of the claimant’s request for review of the claimant’s
 claim. The decision on review shall be in writing and shall include specific
 reasons for the decision, written in a manner calculated to be understood by
 the claimant, as well as specific references to the pertinent provisions in
 the Plan on which the decision is based. In no event may a claimant commence
 legal action for benefits the claimant believes are due the claimant until
 the claimant has exhausted all of the remedies and procedures afforded the
 claimant by this Section 10.3. 


	
 

	
 

	
 


	
 

	
(d)

	
Disability Claims. Any review of an appeal
 of a determination with respect to the Participant’s Disability must meet the
 following standards: the review does not afford deference to the initial
 adverse determination; the review is conducted by an appropriate person who
 is neither the party who made the initial adverse benefit determination that
 is the subject of the appeal nor a subordinate of such party; the review
 provides for the appropriate person to consult with health care professionals
 with appropriate training and experience in the field of medicine involved in
 the medical judgment in deciding the appeal of an adverse benefit
 determination that is based in whole or in part on a medical judgment; and
 the review provides for the identification of the medical or vocational
 experts whose advice was obtained in connection with the claimant’s adverse
 benefit determination, without regard to whether the advice was relied upon
 in making the determination. Furthermore, the ninety (90) day period
 described in these procedures shall be reduced to forty-five (45) days in the
 case of a claim of the Participant’s Disability. The forty-five (45) day
 period may be extended by thirty (30) days if the Claims Manager determines
 the extension is necessary to circumstances outside the control of the Plan,
 and the claimant is notified prior to the end of the forty-five (45) day
 period. If prior to the end of the thirty (30) day extension period, the
 Claims Manager determines that additional time is necessary, the period may
 be extended for a second thirty (30) day period, 





29









	
 

	
 

	
 

	
 


	
 

	
 

	
provided the
 claimant is notified prior to the end of the first thirty (30) day extension
 period and such notice specifies the circumstances requiring the extension
 and the date as of which the Plan expects to render a decision. The sixty
 (60) day period described in these procedures shall be reduced to forty-five
 (45) days with respect to the appeal of the denial of the Participant’s claim
 of Disability. The forty-five (45) day period may be extended by an
 additional forty-five (45) days if the Claims Manager determines the
 extension is necessary to circumstances outside the control of the Plan, and
 the claimant is notified prior to the end of the initial forty-five (45) day
 period.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
General Rules. No inquiry or question shall
 be deemed to be a claim or a request for a review of a denied claim unless
 made in accordance with the claims procedure. The Claims Manager may require
 that any claim for benefits and any request for a review of a denied claim be
 filed on forms to be furnished by the Claims Manager upon request. The Claims
 Manager may, in its discretion, hold one or more hearings on a claim or a
 request for a review of a denied claim. Claimants may be represented by a
 lawyer or other representative at their own expense, but the Claims Manager
 reserves the right to require the claimant to furnish written authorization.
 A claimant’s representative shall be entitled to copies of all notices given
 to the claimant. 


	
 

	
 

	
 


	
 

	
(f)

	
Deadline to File Claim. To be considered
 timely under the Plan’s claim and review procedure, a claim must be filed
 with the Company within one (1) year after the claimant knew or reasonably
 should have known of the principal facts upon which the claim is based. 


	
 

	
 

	
 


	
 

	
(g)

	
Exhaustion of Administrative Remedies. The
 exhaustion of the claim and review procedure is mandatory for resolving every
 claim and dispute arising under this Plan. As to such claims and disputes: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
no claimant
 shall be permitted to commence any legal action to recover Plan benefits or
 to enforce or clarify rights under the Plan under section 502 or section 510
 of ERISA or under any other provision of law, whether or not statutory, until
 the claim and review procedure set forth herein have been exhausted in their
 entirety; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
in any such
 legal action all explicit and all implicit determinations by the Company
 (including, but not limited to, determinations as to whether the claim, or a
 request for a review of a denied claim, was timely filed) shall be afforded
 the maximum deference permitted by law. 


	
 

	
 

	
 

	
 


	
 

	
(h)

	
Deadline to File Legal Action. No legal
 action to recover Plan benefits or to enforce or clarify rights under the
 Plan under section 502 or section 510 of ERISA or under any other provision
 of law, whether or not statutory, may be brought by any claimant on any
 matter pertaining to this Plan unless the legal action is commenced in the
 proper forum before the earlier of: 





30









	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
thirty (30)
 months after the claimant knew or reasonably should have known of the
 principal facts on which the claim is based, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
six (6)
 months after the claimant has exhausted the claim and review procedure. 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
Knowledge of Facts by Participant Imputed to Beneficiary.
 Knowledge of all facts that a Participant knew or reasonably should have
 known shall be imputed to every claimant who is or claims to be a beneficiary
 of the Participant or otherwise claims to derive an entitlement by reference
 to the Participant for the purpose of applying the previously specified
 periods. 





          Section 10.4. Participant’s Address.
Each
Participant shall keep the Company informed of his or her current address and
the current address of his or her beneficiary. The Company shall not be
obligated to search for any person. 


          Section 10.5. Conflict of Interest. If
any individual to whom authority has been delegated or redelegated hereunder
shall also be a Participant in this Plan, such Participant shall have no
authority with respect to any matter specifically affecting such Participant’s
individual interest hereunder or the interest of a person superior to him or
her in the Company or Participating Employer (as distinguished from the
interests of all Participants and their beneficiaries or a broad class of
Participants and beneficiaries), all such authority being reserved exclusively
to other individuals as the case may be, to the exclusion of such Participant,
and such Participant shall act only in such Participant’s individual capacity
in connection with any such matter. 


          Section 10.6. Service of Process. In
the absence of any designation to the contrary by the Company, the Compensation
Committee is designated as the appropriate and exclusive agent for the receipt
of service of process directed to the Plan in any legal proceeding, including
arbitration, involving the Plan. 


          Section 10.7. Errors in Computations. The
Company, any Participating Employer or the Compensation Committee shall not be
liable or responsible for any error in the computation of any Account or the
determination of any benefit payable to or with respect to any Participant
resulting from any misstatement of fact made by the Participant or by or on
behalf of any survivor to whom such benefit shall be payable, directly or
indirectly, to the Company, any Participating Employer or the Compensation
Committee and used in determining the benefit. The Company, any Participating
Employer, or the Compensation Committee shall not be obligated or required to
increase the benefit payable to or with respect to such Participant which, on
discovery of the misstatement, is found to be understated as a result of such
misstatement of the Participant. However, the benefit of any Participant which
is overstated by reason of any such misstatement or any other reason shall be
reduced to the amount appropriate in view of the truth (and to recover any
prior overpayment). 


31









ARTICLE XI


MISCELLANEOUS PROVISIONS


          Section 11.1. No Employment Rights.
Neither the Plan nor any action taken under the Plan shall be construed as
providing any Participant any right to be retained in the service or employ of
any Participating Employer. 


          Section 11.2. Participants Should Consult
Advisors.
Neither any Participating Employer, nor their respective directors,
officers, employees or agents makes any representation or warranty with respect
to the foreign, federal, state or other tax, financial, estate planning, or the
securities or other legal implications of participation in the Plan.
Participants should consult with their own tax, financial and legal advisors
with respect to their participation in the Plan. 


          Section 11.3. Unfunded and Unsecured. The
Plan shall at all times be considered entirely unfunded both for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended, and no provision shall at any time be made with respect to
segregating assets of the Company or any Participating Employer for payment of
any amounts under the Plan. Any funds invested under the Plan shall continue
for all purposes to be part of the respective general assets of the Company or
any Participating Employer and available to general creditors in the event of a
bankruptcy (involvement in a pending proceeding under the Federal Bankruptcy
Code) or insolvency (inability to pay debts as they mature) of the Company or a
Participating Employer. The Company shall promptly notify the Trustee and the
applicable Participants of such bankruptcy or insolvency. No Participant or any
other person shall have any interests in any particular assets of the Company
or any Participating Employer by reason of the right to receive a benefit under
the Plan and to the extent the Participant or any other person acquires a right
to receive benefits under the Plan, such right shall be no greater than the
right of any general unsecured creditor. The Plan constitutes a mere promise by
the Company and any other Participating Employer for the payment of benefits
payable under the Plan to the Participants in the future. Nothing contained in
the Plan shall constitute a guaranty by any Participating Employer or any other
person or entity that any funds in any trust or the assets of the Company or
any Participating Employer will be sufficient to pay any benefit under the
Plan. Furthermore, no Participant shall have any right to a benefit under the
Plan except in accordance with the terms of the Plan. 


          Section 11.4. Plan Provisions. Except
when otherwise required by the context, any singular terminology shall include
the plural. 


          Section 11.5. Severability. If a
provision of the Plan shall be held to be illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan and the Plan shall
be construed and enforced as if the illegal or invalid provision had not been
included. 


          Section 11.6. Applicable Law. To the
extent not preempted by the laws of the United States, the laws of the State of
Delaware shall apply with respect to the Plan. 


          Section 11.7. Stock Subject to Plan.
Subject to and in accordance with the terms of the Plan, the maximum number of
shares of Common Stock that shall be made available for 


32









purposes of
satisfying the obligations of the Company under the Plan is 6,000,000 shares,
subject to adjustment by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change. For purposes of counting shares of Company
Common Stock available under this Section 11.7 for distribution from the
Accounts under the Plan and for issuance upon exercise of stock options granted
pursuant to the Plan, the number of shares covered by units credited to such
Accounts shall be counted on the date units are credited to an Account and the
number of shares covered by stock options granted pursuant to the Plan shall be
counted on the date of grant. 


ARTICLE XII


AMENDMENT OF THE PLAN


          Section 12.1. Amendment of the Plan.
The Board of Directors reserves the power to alter, amend or wholly revise the
Plan at any time and from time to time and the interest of each Participant is
subject to the powers so reserved; provided, however, that no amendment made
subsequent to a Change in Control shall be effective to the extent that it
would have a materially adverse impact on a Participant’s reasonably expected
economic benefit attributable to compensation deferred by the Participant prior
to the Change in Control. 


          Section 12.2. Procedure for Amendment.
An amendment shall be authorized by the Board of Directors of the Company and
shall be stated in an instrument in writing signed in the name of the Company
by a person or persons authorized by the Board of Directors. After the
instrument has been so executed, the Plan shall be deemed to have been amended
in the manner therein set forth, and all parties interested herein shall be
bound thereby. No amendment to the Plan may alter, impair, or reduce the Vested
benefit payable under the Plan as determined prior to the effective date of
such amendment without the written consent of the Participant. 


ARTICLE XIII


TERMINATION OF PLAN


          Section 13.1. Termination of the Plan.
The Plan shall permit an acceleration of the time and form of a payment of the
benefits payable under the Plan in accordance with one of the events described
herein. 


	
 

	
 

	
 


	
 

	
(a)

	
In the event
 of a complete liquidation and dissolution of the Company, the Company shall
 terminate the Plan within twelve (12) months of the liquidation and
 dissolution of the Company, or with the approval of a bankruptcy court, and
 the value of the benefits payable under the Plan to the Participant shall be
 determined as of that date and shall be distributed to the Participant or his
 or her Beneficiary; provided, however, that the benefits payable under the
 Plan are included in the gross income of the Participant or his Beneficiary
 in the latest of: (i) the calendar year in which the Plan termination occurs;
 (ii) the calendar year in which the amount is no longer subject to a
 substantial risk of forfeiture; or (iii) the first calendar year in which the
 payment is administratively practicable. 





33









	
 

	
 

	
 


	
 

	
(b)

	
The Company
 may, at its sole and absolute discretion, determine to terminate the Plan,
 provided that: (i) the termination does not occur proximate to a downturn in
 the financial health of the Company, (ii) all arrangements sponsored by the
 Company that would be aggregated with the Plan pursuant to section
 1.409A-1(c) of the Treasury Regulations or the corresponding provision in
 future guidance issued by the Department of the Treasury if the Participant
 participated in all of the arrangements are terminated; (iii) no payments
 other than the payments that would be payable under the terms of the
 arrangements if the termination had not occurred are made within twelve (12)
 months of the termination of the arrangements; (iv) all payments are made
 within twenty-four (24) months of the termination of the arrangements; and
 (v) the Company does not adopt a new arrangement that would be aggregated
 with any terminated arrangement under section 1.409A-1(c) of the Treasury Regulations
 or the corresponding provision in future guidance issued by the Department of
 the Treasury if the Participant participated in both arrangements, at any
 time within three (3) years following the date of termination of the
 arrangement. 


	
 

	
 

	
 


	
 

	
(c)

	
An
 acceleration of the time of the payment of the value of the benefit payable
 under the Plan to the Participant shall also be allowed at any time the Plan
 fails to meet the requirements of section 409A and the regulations issued
 thereunder as permitted under the final regulations issued by the Department
 of the Treasury and the Internal Revenue Service. However, the payment made
 based upon the acceleration for the failure to meet the requirements of
 section 409A and the regulations issued thereunder may not exceed the amount
 required to be included in income as a result of the failure to comply with
 the requirements of section 409A and the regulations issued thereunder. 


	
 

	
 

	
 


	
 

	
(d)

	
This Section
 13.1 shall be construed and administered in a manner consistent with section
 409A of the Code and section 1.409A-3(j)(4)(ix) of the Treasury Regulations
 or the corresponding provision in future guidance issued by the Department of
 the Treasury. 





          Section 13.2. Procedure for Amendment to Terminate
the Plan. Procedure for Amendment to Terminate the Plan. An
amendment to terminate the Plan shall be authorized by the Board of Directors
of the Company and shall be stated in an instrument in writing signed in the
name of the Company by a person or persons authorized by the Board of
Directors. After the instrument has been so executed, the Plan shall be deemed
to have been amended in the manner therein set forth, and all parties
interested herein shall be bound thereby. 


Dated as of
this ______ day of _____________, _____.


	
 

	
 

	
 

	
 


	
 

	
HECLA MINING COMPANY


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 

	
 

	
 


	
 

	
Title:

	
 

	
 

	
 

	
 





34









EXHIBIT A


HECLA MINING COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN PARTICIPANTS


          Name
of Participants


A-1









EXHIBIT B


HECLA MINING COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN


PARTICIPATING EMPLOYERS


	
 

	
 


	
1.

	
Hecla Mining
 Company, a Delaware corporation 


	
 

	
 


	
2.

	
Minera
 Hecla, S.A. de C.V., a Mexican corporation (January 1, 2003) 


	
 

	
 


	
3.

	
Hecla Greens
 Creek Mining Company, a Delaware corporation 





B-1