exv10wl







Exhibit
10.(l)



Coeur d’Alene Mines Corporation

Cash-Settled Stock Appreciation Rights Award Agreement

(2003 Long-Term Incentive Plan)




     You have been selected to be a Participant in the Coeur d’Alene Mines Corporation 2003


Long-Term Incentive Plan (the “Plan”), as specified below:



     Participant:



     Date of Grant:



     Number of Cash-Settled Stock Appreciation



          Rights Covered by This Option:



     Stock Appreciation Right Price:



     Date of Expiration:








This document constitutes part of the prospectus covering

securities that have been registered under the Securities Act of 1933.







     THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant


of a cash-settled stock appreciation right (SAR) by Coeur d’Alene Mines Corporation, an Idaho
corporation (the “Company”), to the Participant named above, pursuant to the provisions of the
Plan.



     The Plan provides a complete description of the terms and conditions governing the SAR. If
there is any inconsistency between the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All
capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein. The parties hereto agree as follows:



     1. Grant of Cash-Settled Stock Appreciation Rights. The Company hereby grants to the
Participant cash-settled stock appreciation rights (SARs) as set forth above, at the stated Stock
Appreciation Right Price, which is one hundred percent (100%) of the Fair Market Value of a Share
of Company stock on the Date of Grant, in the manner and subject to the terms and conditions of the
Plan and this Agreement.



     Except as may otherwise be provided in Sections 3 or 4, the SAR granted hereunder are granted
on the condition that the Participant remains an Employee of the Company from the Date of Grant
through (and including) each of the separate dates on which the SAR becomes exercisable, as set
forth below in Section 2. This grant of the SAR shall not confer any right
to the Participant (or any other Participant) to be granted SARs or other Awards in the future
under the Plan.



S.A.R. Agreement




1









 








     2. Exercise of Stock Appreciation Right. Except as hereinafter provided, the Participant may
exercise this SAR at any time after they vest pursuant to the vesting schedule set forth below,
provided that no exercise may occur subsequent to the close of business on the Date of Expiration
(as set forth on page 1 of this Agreement).




	 	 	 	 	 
	 	 	Number of SARs Which	 	Cumulative Number of SARs
	Date	 	Becomes Exercisable	 	Available for Redemption
	 
	 
	 	 	 	 
	 





     This Stock Appreciation Right may be exercised in whole or in part, but not for less
than 500 SARs at any one time, unless fewer than 500 SARs then remain subject to the Stock
Appreciation Right grant, and the SARs then being exercised as to all such remaining SARs.



     3. Termination of Employment.




	 	(a)	 	By Death. In the event the employment of the Participant is
terminated due to death, all outstanding SARs not yet vested shall become
immediately fully vested and, along with all previously vested SARs, shall remain
exercisable until the earlier of the Date of Expiration or the first anniversary
of the Participant’s date of death, by such person or persons as shall have been
named as the Participant’s beneficiary, or by such persons that have acquired the
Participant’s rights under the Stock Appreciation Right by will or by the laws of
descent and distribution.
	 
	 	(b)	 	By Disability. In the event the employment of the Participant is
terminated due to Disability, all outstanding SARs not yet vested shall become
immediately fully vested and, along with all previously vested SARs, shall remain
exercisable until the earlier of the Date of Expiration or the first anniversary
of the date that the Committee determines the definition of Disability to have
been satisfied. For the purposes of this Agreement, “Disability” shall mean the
date upon which the Participant becomes entitled to receive benefits pursuant to
the Company’s long-term disability plan then in effect.
	 
	 	(c)	 	By Retirement. In the event the employment of the Participant is
terminated due to Retirement, all outstanding SARs not yet vested shall become
immediately vested and, along with all previously vested SARs, shall remain
exercisable until the earlier of the Date of Expiration or the three (3) month
anniversary of the Participant’s effective date of Retirement. For the purposes of
this Agreement, “Retirement” shall mean: (i) any termination of the Participant’s
employment other than for Cause after the Participant has attained sixty-five (65)
years of age; or (ii) a retirement approved by the Board.





S.A.R. Agreement




2









 









	 	(d)	 	Termination for Cause. If the employment of the Participant shall be
terminated for Cause, the Participant shall forfeit all of the unexercised SARs,
whether vested or not.
	 
	 	(e)	 	For Other Reasons. If the employment of the Participant shall
terminate for any reason other than the reasons set forth in this Section 3(a)
through 3(d) herein, all previously vested SARs shall remain exercisable until the
earlier of the Date of Expiration or the date occurring three (3) months from the
effective date of termination. All unvested SARs at the date of termination shall
immediately terminate, and shall be forfeited to the Company.





     4. Change in Control. In the event of a Change in Control, all Stock Appreciation Rights shall
become immediately vested and shall remain exercisable until the earlier of the Date of Expiration,
or the first anniversary of the effective date of the Participant’s termination of employment other
than for Cause.



     5. Restrictions on Transfer. This Stock Appreciation Right grant may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, this Share Appreciation Right grant shall be exercisable during
the Participant’s lifetime only by the Participant or the Participant’s legal representative.



     6. Recapitalization. In the event of any change in the Company’s Shares, through the
declaration of stock dividends or through recapitalization resulting in stock splits or through
merger, consolidation, exchange of shares, or otherwise, the number of Stock Appreciation Rights
subject to this grant, as well as the Stock Appreciation Right Price, may be equitably adjusted by
the Committee, in its sole discretion, to prevent dilution or enlargement of rights.



     7. Procedure for Exercise of Stock Appreciation Right. These SARs may be exercised by delivery
of written notice to the Company at its executive offices, addressed to the attention of its Vice
President Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal
representative; (b) subject to Section 2, shall specify the number of SARs then elected to be
redeemed with respect to the Stock Appreciation Right grant; (c) shall be accompanied by a copy of
this Agreement.



     Upon exercise of this Stock Appreciation Right, the Company shall as promptly as practicable
after receipt of notice, make payable to the Participant or his or her legal representative, as the
case may be, the full difference between the Fair Market Value at the time of exercise and the
Stock Appreciation Right Price stated above. Said payment may be considered taxable earnings for
the Participant or his or her legal representative. The Company shall have the power and the right
to deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including
the Participant’s FICA obligation), domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this Agreement.



     If the Stock Appreciation Right shall have been exercised in full, this Agreement shall be
returned to the Company and canceled.



     8. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under this
Agreement is to be paid in case of his or her death before he or she receives any or all of such



S.A.R. Agreement




3









 







benefit. Each such designation shall revoke all prior designations by the Participant, shall be in
a form prescribed by the Company, and will be effective only when filed by the Participant in
writing with the Vice President Human Resources of the Company during the Participant’s lifetime.
In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall
be paid to the Participant’s estate.




     9. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the
Company with respect to the Stock Appreciation Rights subject to this Agreement.



     10. Continuation of Employment. This Agreement shall not confer upon the Participant any right
to continuation of employment by the Company, nor shall this Agreement interfere in any way with
the Company’s right to terminate the Participant’s employment at any time. A transfer of the
Participant’s employment between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.



     11. Miscellaneous.




	 	(a)	 	This Agreement and the rights of the Participant hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the Committee may
adopt for administration of the Plan. It is expressly understood that the
Committee is authorized to administer, construe, and make all determinations
necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon the Participant.
	 
	 	(b)	 	The Committee may terminate, amend, or modify the Plan; provided,
however, that no such termination, amendment, or modification of the Plan may in
any material way adversely affect the Participant’s rights under this Agreement,
without the written consent of the Participant.
	 
	 	(c)	 	The Participant agrees to take all steps necessary to comply with all
applicable provisions of federal and state securities laws in exercising his or
her rights under this Agreement.
	 
	 	(d)	 	This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
	 
	 	(e)	 	All obligations of the Company under the Plan and this Agreement,
with respect to this Stock Appreciation Right, shall be binding on any successor
to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
	 
	 	(f)	 	To the extent not preempted by federal law, this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Idaho.





S.A.R. Agreement




4









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Date of
Grant.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Coeur d’Alene Mines Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Participant	 	 






S.A.R. Agreement





5