Exhibit
10.6


FORM OF CHANGE OF CONTROL AGREEMENT


[Name]


[Title]


Dear
[Name]:


Apex Silver Mines Limited (the “Company”) considers it essential to the
best interests of its stockholders to foster the continuous employment of key
management personnel.  In this
connection, the Board of Directors of the Company (the “Board”) recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change of Control (as defined in Section 2 hereof) may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders.


The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of
the Company’s management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from
the possibility of a Change of Control, although no such change is now
contemplated.


In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement (the “Agreement”) in the event your employment with the
Company is terminated subsequent to a Change of Control under the circumstances
described below.


1.  TERM OF AGREEMENT.  This Agreement shall commence on the date
hereof and shall continue from year to year at the discretion of the Board of
Directors.  Provided no Change of Control
shall have occurred, the Company may terminate this Agreement at any time upon
12 months prior written notice to
you; provided, however, that after a Change of Control during the
term of this Agreement, this Agreement shall remain in effect until all of the
obligations of the parties under the Agreement are satisfied and the two year
period referred to in the definition of “Good Reason” has expired.  Notwithstanding the foregoing, and provided
no Change of Control shall have occurred, this Agreement shall automatically
terminate upon the earlier to occur of (i) your termination of employment with
the Company, or (ii) the Company’s furnishing you with notice of termination of
employment, irrespective of the effective date of such termination.


2.  CHANGE OF CONTROL.  No benefits shall be payable hereunder unless
there shall have been a Change of Control, as set forth below.  For purposes of this Agreement, a “Change of
Control” shall mean the first to occur of the following events specified in
(A), (B), (C), (D) or (E) (but no event other than the specified events):  (A) any person becomes the beneficial owner,
directly or indirectly, of securities of the Company representing thirty-five
percent (35%) or more of the combined voting power of the Company’s then
outstanding voting securities (other than

















 


(i) the Company, (ii) any subsidiary of the Company, or (iii) one or
more employee benefit plans maintained by the Company); (B) three or more
Directors of the Company, whose election or nomination for election is not
approved by a majority of the applicable Incumbent Board, are elected within
any single twelve month period to serve on the Board; (C) members of the
applicable Incumbent Board cease to constitute a majority of the Board; (D) the
consummation of a merger or consolidation of the Company with or into any other
corporation or entity or person, or any other corporate reorganization, in
which the stockholders of the Company immediately prior to such consolidation,
merger or reorganization own less than 50% of the outstanding voting securities
of the surviving entity (or its parent) following the consolidation, merger or
reorganization or (E) the consummation of a sale, lease or other disposition of
all or substantially all of the assets of the Company.  For purposes of Section 2(A) hereof, the
terms “person” and “beneficial owner” shall have the meanings set forth in
Section 13(d) and Rule 13d-3, respectively, of the Securities Exchange Act of
1934, as amended, and in the regulations promulgated thereunder.  For purposes of this Section 2, “Incumbent Board”
means (i) members of the Board of Directors of the Company as of the date
hereof, to the extent that they continue to serve as members of the Board, and
(ii) any individual who becomes a member of the Board after the date hereof, if
such individual’s election or nomination for election as a Director was
approved by a vote of at least seventy-five percent (75%) of the then
applicable Incumbent Board.


3.  TERMINATION FOLLOWING CHANGE
OF CONTROL.  If the events described in
Section 2 hereof constituting a Change of Control shall have occurred during
the term of this Agreement, you shall be entitled to the benefits provided in
Subsection 4(iii) hereof upon the subsequent termination of your employment
within 2 years after the occurrence of such Change of Control unless such
termination is (A) because of your death or Disability, (B) by the Company for
Cause, or (C) by you other than for Good Reason.


(i)                                     Disability. 
If, as a result of your incapacity due to physical or mental illness,
you shall have been absent from the full-time performance of your duties with
the Company for six consecutive months, and within 30 days after written notice
of termination is given you shall not have returned to the full-time
performance of your duties, your employment may be terminated for “Disability.”


(ii)                                  Cause. 
Termination by the Company of your employment for “Cause” shall mean
termination for (A) the commission of a felony or a crime involving moral
turpitude or the commission of any other act involving dishonesty, disloyalty,
or fraud with respect to the Company, (B) conduct tending to bring the Company
into substantial public disgrace or disrepute, (C) substantial and repeated
failure to perform duties as reasonably directed by the Board, (D) gross
negligence or willful misconduct with respect to the Company or any of its
affiliated entities, or (E) any other material breach of any other agreement
between you and the Company or its affiliated entities which is not cured
within 15 days after written notice thereof to you.


(iii)                               Good Reason. 
You shall be entitled to terminate your employment for Good Reason.  For purposes of this Agreement, “Good Reason”
shall mean, without your express written consent, the occurrence within 2 years
after a Change of Control of any of the following circumstances unless, in the
case of paragraphs (A), (B), (E), (F), (G) or (H), such circumstances are fully
corrected prior to the Date of Termination specified in the Notice of
Termination, as such terms are defined in Subsections 3(v) and 3(iv) hereof,
respectively, given in respect thereof:



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(A)                              the assignment to you of any duties
inconsistent with your current status as an executive of the Company or a
substantial adverse alteration in the nature or status of your responsibilities
from those in effect immediately prior to the Change of Control;


(B)                                a reduction by the Company in your annual
base salary as in effect on the date hereof or as the same may be increased
from time to time, except for across-the-board salary reductions similarly affecting
all senior executives of the Company and all senior executives of any person in
control of the Company;


(C)                                your relocation to a location not within 25
miles of your present office or job location, except for required travel on the
Company’s business to an extent substantially consistent with your present
business travel obligations;


(D)                               the failure by the Company to pay to you any
portion of your current compensation, or to pay to you any portion of an
installment of deferred compensation under any deferred compensation program of
the Company, within seven days of the date such compensation is due;


(E)                                 the failure by the Company to continue in
effect any bonus to which you were entitled, or any compensation plan in which
you participated immediately prior to the Change of Control which is material
to your total compensation, including but not limited to the Company’s
Incentive Bonus Plan, Stock Option Plan, 401(k) Profit Sharing Plan, or any
substitute plan or plans adopted prior to the Change of Control, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan and such equitable arrangement provides
substantially equivalent benefits not materially less favorable to you (both in
terms of the amount of benefits provided and the level of your participation
relative to other participants), or the failure by the Company to continue your
participation therein (or in such substitute or alternative plan) on a basis
not materially less favorable (both in terms of the amount of benefits provided
and the level of your participation relative to other participants) as existed
at the time of the Change of Control of the Company.


(F)                                 the failure by the Company to continue to
provide you with benefits substantially similar or superior to those enjoyed by
you under any of the Company’s life insurance, medical, dental, and accident,
or disability plans in which you were participating at the time of the Change
of Control, the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive you of any
material fringe benefit enjoyed by you at the time of the Change of Control, or
the failure by the Company to provide you with the number of paid vacation days
to which you are entitled in accordance with the Company’s normal vacation
policy in effect at the time of the Change of Control;


(G)                                the failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree to perform this
Agreement, as contemplated in Section 5 hereof; or


(H)                               any purported termination of your employment
which is not effected pursuant to a Notice of Termination satisfying the
requirements of Subsection 3(iv) hereof (and,



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if applicable, the
requirements of Subsection 3(ii) hereof); for purposes of this Agreement, no
such purported termination shall be effective.


Your rights to terminate
your employment pursuant to this Subsection 3(iii) shall not be affected by
your incapacity due to physical or mental illness.  Your continued employment shall not
constitute consent to, or a waiver of rights with respect to, any circumstance
constituting Good Reason hereunder.


(iv)                              NOTICE OF TERMINATION.  Any purported termination of your employment
by the Company or by you shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 6 hereof.  For purposes of this agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of your employment under the provision so indicated.


(v)                                 DATE OF TERMINATION, ETC.  “Date of Termination” shall mean (A) if your
employment is terminated for Disability, 30 days after Notice of Termination is
given (provided that you shall not have returned to the full-time performance
of your duties during such 30-day period), (B) if your employment is terminated
pursuant to Subsection 3(ii) hereof or for any other reason (other than
Disability), the date specified in the Notice of Termination (which shall not
be less than 30 nor more than 60 days from the date such Notice of Termination
is given) or (C) if your employment is terminated pursuant to Subsection 3(iii)
hereof, the date specified in the Notice of Termination (which shall not be
less than 15 nor more than 60 days from the date such Notice of Termination is
given).


4.  COMPENSATION UPON TERMINATION
OR DURING DISABILITY.  Following a Change
of Control, as defined by Section 2 hereof, upon termination of your employment
within 2 years after the occurrence of such Change of Control or during a
period of Disability you shall be entitled to the following benefits:


(i)                                     During any period that you fail to perform
your full-time duties with the Company as a result of incapacity due to
physical or mental illness, you shall continue to receive your base salary at
the rate in effect at the commencement of any such period, together with all
amounts payable to you under any compensation plan of the Company during such
period, until this Agreement is terminated pursuant to Subsection 3(i)
hereof.  Thereafter, or in the event your
employment shall be terminated by you other than for Good Reason or by reason
of your death, your benefits shall be determined under the Company’s insurance
or other compensation programs then in effect in accordance with the terms of
such programs.


(ii)                                  If your employment shall be terminated by the
Company for Cause, Disability or death, or by you other than for Good Reason,
the Company shall, to the extent not theretofore paid, pay you in a lump sum
your full base salary through the Date of Termination at the rate in effect at
the time Notice of Termination is given within 10 business days of the
Date of Termination, plus all other amounts to which you are entitled under any
insurance and other compensation programs of the Company at the time such
payments are due, and the Company shall have no further obligations to you
under this Agreement.



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(iii)                               If your employment by the Company shall be
terminated (a) by the Company other than for Cause, Disability or death or (b)
by you for Good Reason, then you shall be entitled to the benefits provided
below:


(A)                              The Company shall, to the extent not
theretofore paid, pay you in a lump sum your full base salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given
within 10 business days of the Date of Termination, plus all other amounts to
which you are entitled under any compensation plan of the Company, at the time
such payments are due, except as otherwise provided below.


(B)                                In lieu of any further salary payments to you
for periods subsequent to the Date of Termination, the Company shall pay as
severance pay to you a lump sum severance payment (together with the payments
provided in paragraph (C) of this Subsection 4(iii), the “Severance Payments”)
equal to          times the sum of (a)
your annual base salary in effect immediately prior to the occurrence of the
circumstance giving rise to the Notice of Termination given in respect thereof,
and (b) 100% of your target bonus amount established pursuant to the
compensation or bonus plan in effect immediately prior to the occurrence of the
circumstance giving rise to the Notice of Termination.  The Severance Payments shall be made within 10 business
days of the Date of Termination.


(C)                                The Company shall pay to you any deferred
compensation, including but not limited to deferred bonuses, allocated or
credited to you as of the Date of Termination.


(D)                               The Company shall also pay to you all legal
fees and expenses incurred by you prior to December 31 of the second calendar
year following the calendar year that includes the Date of Termination as a
result of such termination including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement.


(E)                                 Taxes - All payments shall be subject to the
withholding of such amounts as the Company is required to be withheld pursuant
to any applicable federal, state, or local law or regulation, and you are
responsible for any tax liability on such payments.


(F)                                 All payments under this Agreement will be
contingent upon the execution of a Release of Claims by you and the
Company, and this Release of Claims shall govern the timing of all
payments made.  A copy of the terms and
conditions of such Release of Claims is attached as an appendix to this
Agreement.


(G)                                Gross-Up
of Benefits.  Anything in this Agreement
to the contrary notwithstanding, in the event it shall be determined that any
payment or distribution by the Company to or for your benefit (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 4.(iii)(G) (a “Payment”) would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended,
including any regulations adopted thereunder (the “Code”), or any interest or
penalties are



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incurred by you with respect to such excise tax that
are not due to your actions or inactions (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), then you shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by you of all taxes imposed upon
the Gross-Up Payment (including any federal, state, and local income taxes,
employment taxes under Section 3101(b) of the Code, and Excise Taxes,
assuming the highest marginal income tax rates apply to the Gross-Up Payment),
you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.  In the event you are
entitled to a Gross-Up Payment, the following shall apply:


(1)                                  All
determinations required to be made, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment, shall be made by a
nationally recognized certified public accounting firm selected by the Company
(the “Accounting Firm”).  The Accounting
Firm shall be requested to provide detailed supporting calculations both to the
Company and you within 15 business days of the receipt of notice that
there has been a Payment.  All fees and
expenses of the Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment shall be paid by the
Company to you within 5 days of the receipt of the Accounting Firm’s
determination.  Any determination by the
Accounting Firm shall be binding upon the Company and you.  As a result of uncertainty in the application
of Sections  280G and 4999 of the Code, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (an “Underpayment”).  In the event the Company exhausts its
remedies pursuant to the following paragraph and you are thereafter required to
make a payment of any Excise Tax, the Accounting Firm shall be requested to
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to you.


(2)                                  You
shall notify the Company in writing of any assertion by the Internal Revenue
Service that, if successful, would require the payment by the Company of an
Underpayment.  Such notification shall be
given as soon as practicable, but no later than 10 business days after you
are informed of such assertion.  You
shall apprise the Company of the nature of such assertion and provide copies of
all letters, notices, etc. regarding the assertion, and written summaries of
any statements made to you or by you in connection with the assertion.  You shall not pay any amount asserted to be
due prior to the expiration of the 30-day period following the date on which
you give such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such assertion is due).  If the Company notifies you in writing prior
to the expiration of such period that the Company desires to contest such
assertion, you shall:


(a)                                  give
the Company any information reasonably requested by the Company relating to
such assertion,


(b)                                 take
such action in connection with contesting such assertion as the Company shall
reasonably request in writing from time to time,



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including, without limitation, accepting legal
representation with respect to such assertion by an attorney reasonably
selected by the Company,


(c)                                  cooperate
with the Company in good faith in order effectively to contest such assertion,
and


(d)                                 permit
the Company to participate in any proceedings relating to such assertion;


provided,
however, that the
Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold you harmless, on an after-tax basis, for any
Excise Tax and income and employment tax (including interest and penalties)
imposed as a result of such representation and payment of costs and
expenses.  The Company shall control all
proceedings taken in connection with such contest, and, at its sole discretion,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the applicable taxing authority in respect of such
assertion and may, at its sole discretion, either direct you to pay the tax
asserted and sue for a refund or contest the claim in any permissible manner,
and you agree to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that, if the Company
directs you to pay such claim and sue for a refund, the Company shall advance
the amount of such payment to you, on an interest-free basis, and shall
indemnify and hold you harmless, on an after-tax basis, from any Excise Tax and
income and employment tax (including interest or penalties) imposed with
respect to such advance or with respect to any imputed income in connection
with such advance; and provided, further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the
Company’s control of the contest shall be limited to issues with respect to
which the Gross-Up Payment would be payable hereunder, and you shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.


(3)                                  If,
after the receipt by you of a Gross-Up Payment or an amount advanced by the
Company, you become entitled to receive any refund with respect to the Excise
Tax to which such Gross-Up Payment relates or with respect to such claim, you
shall (subject to the Company’s complying with the requirements of this
Section, if applicable) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto).  If, after the receipt by you
of an amount advanced by the Company pursuant to this Section, a determination
is made that you shall not be entitled to any refund with respect to such claim
and the Company does not notify you in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven



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and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.


(iv)                              If your employment shall be terminated (A) by
the Company other than for Cause, Disability or death or (B) by you for Good
Reason, then, provided you timely elect continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall pay, on your behalf, the portion of premiums of your group
health insurance, including coverage for your eligible dependents, that the
Company paid immediately prior to the Date of Termination (“COBRA Payments”)
for the period that you are entitled to coverage under COBRA, but not to exceed
       months (“COBRA Period”).  The Company will pay such COBRA Payments for
your eligible dependents only for coverage for which those dependents were
enrolled immediately prior to the Date of Termination.  You will continue to be required to pay that
portion of the premium of your health coverage, including coverage for your eligible
dependents, that you were required to pay as an active employee immediately
prior to the Date of Termination.  Within
30 days following the end of the COBRA Period, the Company shall pay to you in
a lump sum an amount equal to the product of (x) the amount of the COBRA
payment paid on your behalf for the final month of the COBRA Period and (y) the
number of months by which the Cobra Period was less than       .


(v)                                 If your employment shall be terminated (A) by
the Company other than for Cause, Disability or death or (B) by you for Good
Reason then for a       -month period after such
termination, the Company shall arrange to provide you, at a cost not to exceed
$5,000 in the aggregate, with life, disability, and accident insurance benefits
substantially similar to those that you are receiving immediately prior to the
Notice of Termination.  Benefits
otherwise receivable by you pursuant to this Subsection 4(v) shall be reduced
to the extent comparable benefits are actually received by you from another employer
during the       -month period following your
termination, and any such benefits actually received by you shall be reported
to the Company.


(vi)                              You shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by you as
the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by you to the Company (other than by any
cash payments which may be available to you under the Company’s Severance
Policy), or otherwise except as specifically provided in this Section 4.


(vii)                           In addition to all other amounts payable to
you under this Section 4, you shall be entitled to receive all benefits
available to you under the Company’s Employees’ Share Option Plan, 401(k)
profit sharing plan, and to Outplacement benefits as defined in Section 5.5 of
the Company’s Severance Policy.


(viii)                        Anything in
this Agreement to the contrary notwithstanding, if on the Date of Termination
of your employment with the Company, as a result of such termination, you would
receive any payment that, absent the application of this Section 4(viii),
would be subject to interest and additional tax imposed pursuant to Section
409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of
the Code, then such payment shall be payable on the date that is the earliest
of (i) six (6) months after the Date of Termination,



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(ii) your death or
(iii) such other date as will not result in such payment being subject to
such interest and additional tax.  It is
the intention of the parties that payments or benefits payable under this
Agreement not be subject to the additional tax imposed pursuant to Section 409A
of the Code.  To the extent such
potential payments or benefits could become subject to such Section, the
parties shall cooperate to amend this Agreement with the goal of giving you the
economic benefits described herein in a manner that does not result in such tax
being imposed (it being understood that if such amendments do not avoid the
application of Section 409A of the Code, the Company will make such payments
nonetheless).


5.  SUCCESSORS; BINDING AGREEMENT.


(i)                                     The Company will require any successor
(whether direct or indirect, by purchase, merger, share exchange, consolidation
or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place.  Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle you to compensation from the Company in the same amount and on
the same terms as you would be entitled to hereunder if you terminate your
employment for Good Reason following a Change of Control, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.  As used in this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this agreement
by operation of law, or otherwise.


(ii)                                  This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives, executors,
administrators, heirs, distributees and legatees.  If you should die while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this agreement to your legatee or other designee or, if there is no
such designee, to your estate.


(iii)                               In the event that you are employed by a
subsidiary of the Company, wherever in this Agreement reference is made to the “Company,”
unless the context otherwise requires, such reference shall also include such
subsidiary.  The Company shall cause such
subsidiary to carry out the terms of this Agreement insofar as they relate to
the employment relationship between you and such subsidiary, and the Company
shall indemnify you and save you harmless from and against all liability and
damage you may suffer as a consequence of such subsidiary’s failure to perform
and carry out such terms.  Wherever
reference is made to any benefit program of the Company, such reference shall
include, where appropriate, the corresponding benefit program of such
subsidiary if you were a participant in such benefit program on the date a
Change of Control has occurred.


6.  NOTICE.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement,
provided that all notices to the Company shall be directed to the attention of
the Board with a copy to the



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Secretary of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.


7.  MISCELLANEOUS.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by you and such officer as may be specifically
designated by the Board.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this
Agreement.  To the extent that United
States federal laws do not otherwise apply, this Agreement shall be construed
in accordance with and governed by the laws of the Cayman Islands.


8.  VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


9.  COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


10.  ARBITRATION.  Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
in the State of Colorado, in accordance with the rules of the American
Arbitration Association then in effect. 
Judgment may be entered on the arbitrator’s award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.


[remainder of page intentionally left blank]



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If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.


Sincerely,


Apex
Silver Mines Limited


	
  By

  	
   

  	
   

  
	
   

  
	
   

  
	
  Agreed to as of
  the        day of                               .

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   [Name]

  
				



 



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APPENDIX


FORM OF


GENERAL RELEASE


I,
                                      ,
for good and valuable consideration, including the performance by Apex Silver
Mines Limited, a Cayman Islands company (the “Company”), of certain obligations
under that certain Change of Control Agreement dated as of                         
between myself and the Company (the “Change of Control Agreement”), do hereby
release and forever discharge as of the date hereof, the Company and all
present, future and former subsidiaries, affiliates, directors, officers,
agents, attorneys, insurers, shareholders, representatives and employees of the
Company (including all subsidiaries, affiliates, directors, officers, agents,
attorneys, insurers, shareholders, partners, representatives and employees
thereof), and the successors and assigns of each of them (collectively, the “Released
Parties”) to the extent provided below.


1.  Except as provided in
Section 2 below, I knowingly and voluntarily release and forever discharge
the Company and the other Released Parties from any and all claims,
controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, damages (however styled, including compensatory, liquidated,
punitive or exemplary damages), claims for costs and attorneys’ fees, or
liabilities of any nature whatsoever in law and in equity, both past and
present (from the beginning of the world through the date of this General
Release) and whether known or unknown, suspected, or claimed against the
Company or any of the Released Parties which I, my spouse, or any of my heirs,
executors, administrators, representatives or assigns, have or may have, which
arise out of or are connected with my employment or association with, or my
separation or termination from, the Company (including, but not limited to, any
allegation, claim or violation, arising under: 
Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Act of 1991, as amended; the Equal Pay Act of 1963, as amended; the
Americans with Disabilities Act of 1990, as amended; the Family and Medical
Leave Act of 1993, as amended; the Civil Rights Act of 1866, as amended; the
Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.),
as amended (“ADEA”), subject to Section 15 below; the Worker Adjustment Retraining
and Notification Act, as amended; the Employee Retirement Income Security Act
of 1974, as amended; any applicable Executive Order Programs; the Fair Labor
Standards Act, as amended; or their state or local counterparts; or under any
other federal, state or local civil or human rights law, or under any other
local, state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any policies,
practices or procedures of the Company; or any claim for wrongful discharge,
breach of contract, infliction of emotional distress, defamation; or any claim
for costs, fees, or other expenses, including attorneys’ fees incurred in these
matters) (all of the foregoing collectively referred to herein as the “Claims”).  As part of the release set forth in this
Section 1, I fully and forever covenant not to sue or cause to be sued the
Company or any other Released Party with respect to any Claims.


2.  This General Release
shall not relinquish, diminish, or in any way affect (i) any accrued
benefits under the terms of the Change of Control Agreement or any other plans
or programs of the Company which are due to me, or (ii) rights for
indemnification as a director of the Company



 A-1














 


under the Company’s
certificate of incorporation or bylaws for duly approved acts taken prior to
the date of this General Release, subject to the provisions thereof.


3.  I represent that I have
made no assignment or transfer of any Claims, or any other matter covered by
Section 1 above.  I agree that I
will indemnify, defend and hold harmless the Company from any and all Claims so
assigned and transferred.  I have not
been involved in any personal bankruptcy or other insolvency proceedings at any
time since I began my employment with the Company.  No child support orders, garnishment orders,
or other orders requiring that money owed to me by the Company be paid to any
other person are now in effect.


4.  In signing this General
Release, I acknowledge and intend that it shall be effective as a bar to each
and every one of the Claims hereinabove mentioned or implied that are released
by me.  I further acknowledge and agree
that my separation from employment with the Company shall not serve as the
basis for any claim or action.  I agree
that this General Release shall be given full force and effect according to
each and all of its express terms and provisions, including those relating to
unknown and unsuspected Claims (notwithstanding any state statute that expressly
limits the effectiveness of a general release of unknown, unsuspected and
unanticipated Claims), if any, as well as those relating to any other Claims
hereinabove mentioned or implied.  I
acknowledge and agree that this waiver is an essential and material term of
this General Release.  I therefore agree
that in the event a Claim is brought seeking damages against me in violation of
the terms of this General Release, or in the event a party should seek to
recover against the other in any Claim brought by a governmental agency on such
party’s behalf, this General Release shall serve as a complete defense to such
Claims.  I further agree that I am not
aware of any pending or threatened charge or complaint of the type described
above as of the execution of this General Release.


5.  I agree that, by my
signature below, I hereby resign from all positions, including any board
memberships, related to the Company and its subsidiaries contemporaneously with
the execution of this General Release.


6.  I understand that this
General Release embodies the complete agreement and understanding among the
parties with respect to the subject matter hereof and supersedes and preempts
any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.


7.  Whenever possible, each
provision of this General Release shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this General
Release is held by any court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this General Release shall
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


8.  This General Release
shall be binding in all respects upon, and shall inure to the benefit of, the
heirs, successors and assigns of the parties hereto; provided that I
acknowledge that I may not assign my rights under the this General Release
without the prior written consent of the Company.  I agree, upon reasonable request of the
Company, to execute, acknowledge and deliver










 



any additional
instrument or documents that may be reasonably required to carry out the
intentions of this General Release.  This
General Release may be executed in counterparts and facsimile signatures shall
be originals for all purposes.


9.  I agree that this
General Release shall be interpreted and construed in accordance with the laws
of the State of Colorado and that any disputes arising under this General
Release or by any asserted breach of it, or from the employment relationship
between the Company and Executive, shall be litigated in the state or federal
courts in Colorado and I consent to such jurisdiction.


10.  I represent that I am
over the age of forty (40).  As part of
the release set forth in Section 1, I knowingly and voluntarily agree to
waive any rights or claims arising out of or relating to the ADEA (the “ADEA
Waiver”) and acknowledge that I have been informed of the following:


a.                                       I
represent and acknowledge that I am waiving any and all rights or claims that I
may have arising under the ADEA;


b.                                      I
represent and acknowledge that I have been informed of my right to consult with
an attorney regarding these ADEA rights, before executing this General Release;


c.                                       I
know and understand that I am not waiving any rights or claims that may arise
after the date this waiver of ADEA rights is executed;


d.                                      I
know and understand that in exchange for the waiver of my rights under the
ADEA, I am receiving consideration in addition to any consideration to which I
am already entitled;


e.                                       BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND ACKNOWLEDGE THAT I HAVE BEEN
INVITED AND ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS DOCUMENT.  I acknowledge and understand that I have been
given a period of at least twenty-one (21) days in which to consider the
terms of the ADEA Waiver provided to me; and


f.                                         I
understand that I have the right to revoke this ADEA Waiver contained in this
General Release at any time within seven (7) days after signing this
General Release, by providing written notice to the following address:  Apex Silver Mines Limited,                                                             ,
and that, upon such revocation, this General Release will not have any further
legal force and effect.  I further
understand and agree that this General Release shall not become effective or
enforceable until this seven day revocation period has expired.










 



By signing this General Release, I further represent
and agree that:


(i)                                     I
have read it carefully;


(ii)                                  I
understand all of its terms and know that I am giving up important rights,
including but not limited to, rights under Title VII of the Civil Rights
Act of 1964, as amended; the Equal Pay Act of 1963, as amended; the Americans
with Disabilities Act of 1990, as amended; and the Employee Retirement Income
Security Act of 1974, as amended;


(iii)                               I
voluntarily consent to everything in this General Release;


(iv)                              I
have been advised to consult with an attorney before executing this General
Release and I have done so or, after careful reading and consideration I have
chosen not to do so of my own volition;


(v)                                 I
have signed this General Release knowingly and voluntarily and with the advice
of any counsel retained to advise me with respect to this General Release;


(vi)                              I
agree that the provisions of this General Release may not be amended, waived,
changed or modified except by an instrument in writing signed by an authorized
representative of the Company and by me.


	
  DATE:
                                  ,
  20        

  	
   

  
	
   

  	
  [Executive]

  



 


Acknowledged and agreed to this           
day of                               ,
20      


	
   

  	
  Apex Silver Mines Limited,

  
	
   

  	
  a Cayman Islands company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 










 



SCHEDULE
TO FORM OF


CHANGE OF CONTROL AGREEMENT


The following
table contains a list of our officers who are party to the Change of Control
Agreement.  This agreement supersedes and
replaces the previous change of control agreement, if any, between the Company
and the officer.  As shown below, the
only terms of the agreement which differ are (1) the multiple of salary and
bonus to be paid by the Company as provided in Section 4(iii)(B), and (2) the
period of time for which benefits will be payable as provided in Sections 4(iv)
and (v).


	
  Name

  	
   

  	
  Execution Date

  	
   

  	
  Salary/Bonus Multiple

  (Section 4(iii)(B))

  	
   

  	
  Benefit Period

  (Section 4(iv) and (v))

  	
   

  
	
  Jeffrey
  Clevenger

  	
   

  	
  September
  25, 2006

  	
   

  	
  Three

  	
   

  	
  Thirty-Six
  Months

  	
   

  
	
  Alan Edwards

  	
   

  	
  September
  25, 2006

  	
   

  	
  Three

  	
   

  	
  Thirty-Six
  Months

  	
   

  
	
  Robert Blakestad

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Jerry Danni

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Marcel DeGuire

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Igor Levental

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Gerald Malys

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Terry Owen

  	
   

  	
  September
  25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Donald Ratcliff

  	
   

  	
  November
  1, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four
  Months

  	
   

  
	
  Robert Vogels

  	
   

  	
  September 25, 2006

  	
   

  	
  Two

  	
   

  	
  Twenty-Four Months