exv10wj





Exhibit
10.(j)


Coeur d’Alene Mines Corporation

Performance Unit 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 Performance Share Units:



     Price at Date of Award:








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 Performance Units 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 Performance
Units. 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 Performance Units. The Company hereby grants to the Participant Performance Units
at the stated Price, which is one hundred percent (100%) of the Fair Market Value of a Share 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 Performance Units 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 grant becomes
exercisable, as set forth below in Section 2. This grant of the Performance Units shall not confer
any right to the Participant (or any other Participant) to be granted other Awards in the future
under the Plan.



     2. Exercise of Performance Units. Except as hereinafter provided, the Participant will
exercise the Performance Unit grant pursuant to the vesting schedule set forth below.



	 	 	 
	 	 	Performance Units Which
	Date	 	Become Exercisable
	 
	 	 	 
	 





Performance Unit Agreement




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     3. Termination of Employment.




	 	(a)	 	By Death. In the event the employment of the Participant is
terminated due to death, all outstanding Performance Units not yet vested shall
become immediately fully vested and shall remain exercisable until 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 Performance Unit grant 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 Performance Units not yet vested
shall become immediately fully vested and shall remain exercisable until the third
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 Performance Units not yet vested
shall become immediately vested and shall remain exercisable until the third
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.
	 
	 	(d)	 	Termination for Cause. If the employment of the Participant shall be
terminated for Cause, the Participant shall forfeit all of the unexercised
Performance Units, 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 Performance Units shall remain
exercisable until the date occurring three (3) months from the effective date of
termination. All unvested Performance Units 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 Performance Units shall become
immediately vested and shall remain exercisable until the first anniversary of the effective date
of the Participant’s termination of employment other than for Cause.



     5. Restrictions on Transfer. This Performance Unit 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 Performance Unit grant shall be exercisable during the
Participant’s lifetime only by the Participant or the Participant’s legal representative.



Performance Unit Agreement




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     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 Performance Units, as well
as the Performance Unit Price, may be equitably adjusted by the Committee, in its sole discretion,
to prevent dilution or enlargement of rights.



     7. Procedure for Administration of Performance Unit Grants.




	 	(a)	 	Value of Performance Units. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the value and/or number of
Performance Units that will be paid out to the Participant.
	 
	 	(b)	 	Earning of Performance Units. Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of Performance Units
shall be entitled to receive payout on the value and number of Performance Units
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance goals have been
achieved.
	 
	 	(c)	 	Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be as determined by the Committee and as evidenced in the
Award Agreement. Subject to the terms of the Plan, the Committee, in its sole
discretion, may pay earned Performance Units in the form of cash or in Shares (or
in a combination thereof) equal to the value of the earned Performance Units at
the close of the applicable Performance Period. The determination of the
Committee with respect to the form of payout of such Awards shall be set forth in
the Award Agreement pertaining to the grant of the Award.





     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
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. 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.



Performance Unit Agreement




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     10. 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 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 to be
withheld with respect to any exercise of the Participant’s rights under this
Agreement.
	 
	 	(d)	 	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.
	 
	 	(e)	 	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.
	 
	 	(f)	 	All obligations of the Company under the Plan and this Agreement,
with respect to this Performance Unit grant, 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.
	 
	 	(g)	 	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.





     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	 	 






Performance Unit Agreement




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