Filed by sedaredgar.com - Revett Minerals Inc. - Exhibit 10.1






TERMINATION AGREEMENT AND RELEASE

     This termination agreement and
release (the “Agreement”) is made and entered into effective as of the Effective
Date (defined below), by and between Revett Minerals Inc. and its subsidiary
corporations, Revett Silver Company, RC Resources, Inc. and Genesis, Inc.
(hereinafter referred to collectively as “Revett”), whose address is 11115 East
Montgomery Drive, Suite G, Spokane Valley, Washington 99206; and William Orchow
(hereinafter referred to as “Orchow”), whose address is 67 P Street, Salt Lake
City, Utah 84103.

RECITALS:

     A. Orchow is currently employed
as the president and chief executive officer of Revett Silver Company pursuant
to the terms of an employment agreement dated January 1, 2004, as amended (the
“Employment Agreement”), and is also the president and chief executive officer
of Revett Minerals Inc., RC Resources, Inc. and Genesis, Inc.

     B. Orchow desires to resign and
voluntarily terminate his employment relationship with Revett, and Revett
desires to accommodate his resignation and such termination, however Orchow and
Revett have agreed that he shall continue as a director of Revett Minerals and
Revett Silver and he will be entitled to receive normal the compensation for
director services as is approved by the Compensation Committee of Revett.

     C. Revett and Orchow are entering
into this Agreement to confirm and memorialize their understanding and agreement
regarding the termination of Orchow’ employment by Revett.

AGREEMENT:

     In consideration of the premises,
the mutual promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Revett and Orchow agree as follows:

1. Definitions.

     1.1 Agreement means this
Termination Agreement and Release, and any modification or amendment of such
agreement that is approved or consented to in writing by Revett and Orchow.

     1.2 Effective Date has the
meaning that is ascribed to it in Section 3.1 of this Agreement.

     1.3 Employment Agreement
has the meaning that is ascribed to it in the first recital of this Agreement,
above.

     1.4 Options has the
meaning that is ascribed to it in Section 3.4 of this Agreement.

     1.5 Orchow means William
Orchow and his heirs.

     1.6 Revett means,
collectively: Revett Minerals Inc., a Canadian corporation; Revett Silver
Company, a Montana corporation; RC Resources, Inc., a Montana corporation; and
Genesis, Inc., a Montana corporation. Revett also means the respective
successors or assigns of the aforementioned corporations, including any
successor(s) created by merger, consolidation or other reorganization.

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2. Prior Agreements.

     All agreements previously entered
into by and between Revett and Orchow relating to the termination of Orchow’s
employment by Revett, if any, are hereby revoked and shall be of no further
force or effect, and the provisions of this Agreement alone shall govern such
termination.

3. Termination of Employment; Salary; Payment of Severance
Benefit; and Continuing Duties and Obligations.

     3.1 Termination of
Employment. Revett hereby accepts Orchow’s resignation and the voluntary
termination of his employment by Revett, such termination to be effective as of
the close of 5:00 p.m., Spokane time, on October 1, 2008 (the “Effective
Date”).

     3.2 Salary. Revett agrees
to pay Orchow any regular salary to which he is entitled through the period
ending September 14, 2008.

     3.3 Severance Payment.
Revett agrees to pay Orchow a severance benefit in the amount of $605,000 on the
Effective Date in accordance with paragraph 2 of section six of the Employment
Agreement, which benefit shall be in lieu of any salary, accrued vacation pay,
performance bonuses and other incentive compensation, or other benefits or
compensation to which Orchow may be entitled pursuant to the Employment
Agreement (other than the salary specified in Section 3.1 of this Agreement, the
stock options specified in Section 3.5 of this Agreement, and the other benefits
specified in Section 3.6 of this Agreement), it being understood and agreed by
Orchow that any claims or entitlements to such other compensation are hereby
expressly and irrevocably waived.

     3.4 Consulting Agreement.
Revett agrees to retain Orchow as a consultant for the period commencing with
the Effective Date and ending twelve (12) months after the Effective Date or
ending on any other period as mutually agreed, upon and the terms and subject to
the conditions set forth in this Section 3.4.

     (a)
Duties. As a consultant to Revett, Orchow shall devote such time and
attention to the business of Revett as shall be mutually agreed by Revett and
Orchow.. Without limiting the generality of the foregoing and unless the board
of directors of Revett and Orchow mutually agree otherwise, Orchow shall: (i)
assist the board of directors in facilitating the orderly transition of
management of Revett; (ii) undertake and perform such other duties as the board
of directors may reasonably authorize or request; and (iii) with the consent of
the board of directors, provide written notices to third parties and other
persons with whom Revett does business of Orchow’s retirement and such other
transitional matters as the board of directors wishes to communicate.

     (b)
Compensation. As full and complete compensation for the services to be
performed by him as a consultant, Revett agrees to issue Orchow as promptly as
possible, and in no event later than October 10, 2008, (i) such number of shares
of common stock of Revett as is determined by dividing the sum of $100,000 by
the volumetric weighted average per share price of Revett’s common stock, which
will bear a restrictive legend, as reported on the Toronto Stock Exchange
including and during the five-day period immediately preceding the Effective
Date;(ii) the net sum of $150,000 on January 15, 2009 (for greater clarity it is
agreed that Revett shall reimburse Orchow for any usual company paid share of
FICA and Medicare); and (iii) any other additional compensation that may be
mutually agreed upon from time to time.

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     3.5 Incentive Stock Options.
As of the Effective Date, Orchow was the beneficial and record holder of
options to purchase 300,000 shares of common stock of Revett Minerals Inc. and
400,000 shares of common stock of Revett Silver Company (collectively, the
“Options”). Such Options shall continue in full force and effect after the
Effective Date, shall be exercisable at the prices forth therein (or in any
plan, resolution or arrangement pursuant to which such Options were granted),
and shall expire as of the date or dates set forth therein. Nothing in this
Agreement shall be construed or interpreted as limiting the efficacy of such
Options, it being understood and agreed that Orchow’s employment by Revett is
not being terminated for “cause” as such term is defined in the Employment
Agreement.

     3.6 Other Benefits. All
other benefits to which Orchow is entitled under the Employment Agreement except
for his continuing participation in any Revett-sponsored 401(k) plan, which
shall terminate as of the Effective Date, shall continue for a period of twelve
months from and after the Effective Date; provided, however, that if Orchow is
employed during such twelve-month period and receives or is entitled to receive
benefits from his employer that are equal to or better than the benefits payable
by Revett pursuant to this Section 3.5, then Revett’s obligation to continue to
pay such benefits shall terminate.

4. Releases and Indemnities.

     4.1 Orchow Release and
Indemnity. Orchow hereby releases and agrees to hold Revett, its directors,
officers, employees and agents harmless from any and all claims, demands, or
causes of action, whether known or unknown, that may or are capable of being
asserted by Orchow in respect of the Employment Agreement or his employment by
Revett.

     4.2 Company Release and
Indemnity. Revett hereby releases and agrees to hold Orchow harmless from
any and all claims, demands, or causes of action, whether known or unknown, that
may or are capable of being asserted by Revett in respect of the Employment
Agreement or Orchow’s employment by Revett.

5. Advice of Counsel. Revett and Orchow each mutually
represent and warrant to the other that it or he has carefully reviewed this
Agreement, has had such opportunity as it or he thinks necessary to consult with
counsel of its or his choice concerning the Agreement, fully understands its
terms, and enters into the Agreement freely and voluntarily.

6. Confidentiality. Orchow acknowledges that while an
employee of Revett he was exposed to unique, valuable and special confidential
information, know-how, and trade secrets that are the property of Revett or
those with whom it does business. Orchow agrees that for a twenty four month
period from the Effective Date, so long as such confidential information,
know-how, and trade secrets remain protectable, he will not use or divulge them
and will not undertake any employment or other position competitive with the
Company wherein the complete fulfillment of the duties of such competitive
position would inherently call upon him to reveal, base judgments upon, or
otherwise use any such confidential information, know-how, or trade secrets.
Orchow further agrees that reports, files, prospect files and other materials
integral to Revett’s business used or produced by him or coming into his
possession by or through his status as an employee of Revett are the property of
Revett and shall be surrendered to Revett no later than September 30, 2008,
without retaining any copies, extracts or notes thereof. Finally, Orchow agrees
that this Agreement and all of its terms, conditions and matters referenced
herein are confidential and may not be disclosed to any third party, unless
required by law without Revett’s consent.

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7. General Provisions.

     7.1 Venue and Governing
Law. This Agreement is made in accordance with and shall be interpreted and
governed by the laws of the State of Washington. If any action or other
proceeding shall be brought on or in connection with this Agreement, the venue
of such action shall be in Spokane County, Washington. 

     7.2 Attorney's Fees. In
the event that it shall become necessary for either of the parties to obtain the
services of an attorney in order to enforce the provisions of this Agreement,
then, in that event, the defaulting party shall pay the prevailing party all
reasonable attorney's fees and all costs incurred in connection therewith,
including the costs of any appeal. 

     7.3 Assignments. This
Agreement is personal to each of the parties hereto, and neither party may
assign or delegate any of the rights or obligations hereunder without first
obtaining the written consent of the other party. No assignment or assumption of
any obligation hereunder shall relieve either party hereto from liability for
any obligation hereunder.

     7.4 Amendment. No
amendment, waiver or modification of this Agreement or of any term or condition
hereof shall be valid or effective unless in writing and approved by Revett and
Orchow.

     7.5 Arbitration. All
disputes arising under this Agreement shall be resolved through arbitration. The
arbitration of any dispute hereunder shall be conducted in accordance with
Chapter 7.04 of the Revised Code of Washington. The cost of any such arbitration
shall be borne equally by Revett and Orchow.

     7.6 Severability. Each
provision of this Agreement shall be considered severable and if, for any
reason, any provision hereof or remedy herein provided is determined to be
invalid, such invalidity shall not impair the operation or effect of the
remaining provisions hereof which are valid.

     7.7 Successors. Except as
expressly provided otherwise herein, all of the rights of the parties hereunder
shall inure to the benefit of and all obligations of the parties hereunder shall
bind the parties' heirs, personal representatives, successors and assigns.

     7.8 No Trust Relationship.
Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between Revett and Orchow. Any amounts or
assets referred to in this Agreement, except for those funds or assets paid to
Orchow, shall continue for all purposes to be a part of the general funds of
Revett, and no person other than Revett shall by virtue of the provisions of
this Agreement have any interest in such funds. To the extent that any person
acquires a right to receive payments from Revett under this Agreement, such
rights shall be no greater than the right of any unsecured creditor of
Revett.

     7.9 Descriptive Headings.
Titles to the sections and paragraphs of this Agreement are for information
purposes only.

TERMINATION AGREEMENT AND RELEASE - 4




EXECUTED as of the Effective Date.

	REVETT: 	 	Revett Minerals Inc., 
	  	 	a Canadian corporation 
	  	 	  
	  	 	  
		By: 	”John Shanahan” 
	  	 	John G. Shanahan, its authorized signatory
  
	  	 	Revett Silver Company, 
	  	 	a Montana corporation 
	  	 	  
	  	 	  
		By: 	“John Shanahan” 
	  	 	John G. Shanahan, its authorized signatory  
	  	 	  
	  	 	  
	ORCHOW: 	 	“Bill Orchow” 
	  	 	William Orchow 


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