Exhibit
10.1.2


 


AMENDED AND RESTATED


EXECUTIVE EMPLOYMENT AGREEMENT


 


AGREEMENT made as of the
7th day of April, 1994 and as amended through
         October 2002, between THE
DOE RUN RESOURCES CORPORATION, a New York corporation, doing business in
Missouri under the trade name “The Doe Run Company”  (herein called the “Company”), with its principal office at 1801
Park 270 Drive, St. Louis, Missouri 63146 and Marvin K. Kaiser (“Employee”).


 


W I T N E S S E T
H:


 


WHEREAS, Employee has for
some years been employed by the Company or a predecessor, and Company desires
to continue to employee the Employee and Employee desires to continue to be
employed by the Company, all on the terms hereof;


 


In consideration of the
mutual covenants herein contained, it is hereby agreed as follows:


 


1.                                       Terms
and Duties.


 


Commencing on the date of
this Agreement and continuing through October 31, 2005, unless sooner
terminated or extended as herein provided (the “Employment Term”), the company
shall continue to employ the Employee as its Executive Vice President, Chief
Financial and Administrative Officer. 
During the Employment Term the Employee shall continue to devote all of
his business time and his best efforts to the business of the Company, and its
subsidiaries, as may be necessary to perform his


 


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duties hereunder, in
accordance with the policies, procedures, business plans and budgets from time
to time established by the Board of 
Directors, and Chairman of the Board and the President  and shall not have any other business
affiliations.  Employee hereby accepts
continued employment hereunder.


 


2.                                       Compensation.


 


In full compensation for
the services to be rendered by the Employee to the Company and its subsidiaries
hereunder, during the Employment Term, the Company will pay the Employee, and
the Employee shall accept:


 


(a)                                  a
basic annual salary of $275,000.00 for each employment year of the Employment
Term payable in installments not less frequently than monthly, and increased as
the Board of Directors may, from time to time, determine in its discretion;
plus


 


(b)                                 an
annual stay bonus of 50% of then current annual base salary (a “Stay Bonus”)
earned on October 31, 2002 October 31, 2003, October 31, 2004
and October 31, 2005 (each a “Bonus Date”) payable on each of
November 1, 2002, November 1, 2003, November 1, 2004, and
November 1, 2005 provided, however, that you must continue
your employment with the Company through a Bonus Date to be entitled to a Stay
Bonus payment on such Bonus Date, provided that if you are dismissed
from your employment without cause at any point prior to payment in full of
such Stay Bonus, you will be entitled to a pro rata portion of the unpaid Stay
Bonus with respect to the fiscal year of your dismissal. Notwithstanding any
provision herein, your Stay Bonuses shall be in lieu of any bonus to which you
would otherwise be entitled


 


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with respect to the
fiscal years for which the Stay Bonus is paid, provided that the
Company’s Board of Directors may, from time to time and in its sole discretion,
award additional bonuses. Notwithstanding any provision in this Agreement, the
Company shall defer payment to Employee of a bonus where payment of such bonus
would violate any other agreement between the Company and any lender of the
Company, or in the event that or any other agreement between the Company and
any lender of the Company limits the aggregate amount that the Company may pay
as bonuses, net worth appreciation payments, profit sharing payments or other
payments of similar nature (“Restricted Payments”) during any period.


 


(c)                                  such
additional amounts, if any, as the Board of Directors of the Company may
determine from time to time in its discretion.


 


(d)                                 if
you elect to retire from the Company on or before November 1, 2005 you
will be entitled to health benefits specified and your SERP benefit will be
adjusted to the amount your benefit would have been if you had elected to
retire December 1, 2001 under the Early Retirement Incentive for SEMO,
Herculaneum and Corporate Office Salaried Employees offered by the Company in
October, 2001.


 


3.                                       Place
of Employment.


 


The Employee’s regular
place of employment during the Employment Term shall be at the principal executive
office of the Company  in the St. Louis,
Missouri metropolitan area.  The
Employee’s regular place of employment during the Employment Term shall be at
the principal executive office of the Company in the St. Louis,


 


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Missouri metropolitan
area.  The Employee may not be required
to relocate without his consent.


 


4.                                       Travel:
Expenses.


 


The Employee shall engage
in such travel as may reasonably be required in connection with the performance
of his duties, in accordance with prior practice.


 


All reasonable travel and
other expenses incurred by the Employee (in accordance with the policies of the
Company established from time to time) in carrying out his duties hereunder
will be reimbursed by the Company on presentation of it of expense accounts and
appropriate documentation in accordance with the customary procedures of the
Company for reimbursement of executive expenses.  The Employee shall be entitled to a travel expense advance in the
discretion of the Company when anticipated travel warrants such advance.


 


5.                                       Early
Termination of Employment Term on Disability or Death.


 


(a)                                  If
during the Employment Term, the Employee fails because of illness or other
incapacity (including incapacity because of substance abuse) to render the
Company the services required of him hereunder for a period of two months
(during which the Company shall continue the Employee’s compensation at the
rates herein provided), the Company may, in its discretion, give one month
notice of termination of the Employment Term (during which the Employee’s
compensation shall likewise be continued), and if the Employee shall not resume
full performance of his duties within such one month period, the employment
Term shall terminate at the expiration thereof,


 


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provided that  any such termination shall not affect the
right of the Employee (or his estate) to continue to receive benefits
under  any disability insurance plan or
program covering the Employee which is in effect at the date of termination,
and further provided that if any such termination shall be during a fiscal year
and the Company shall not have a net loss before income taxes determined as
provided in paragraph 2(b) for such fiscal year, the Employee shall be entitled
to a pro-rata portion of the minimum bonus of such year based on the number of
full months worked by him such year.


 


(b)                           The
Employment Term shall end upon the death of the Employee, provided that (i) if
the Employee shall die during a fiscal year, and the Company shall not have a
net loss, determined as provided in paragraph 2(b), for such fiscal year, the
Employee shall be entitled to a pro-rata portion of the minimum bonus for such
year, based on the number of full months worked by him during such year.


 


6.                                       Vacation.


 


During the Employment
Term, the Employee shall be entitled to 4 weeks vacation, to be taken at such
time or times as shall be mutually convenient to the Company and Employee (but
not more than two weeks consecutively except as may be specifically approved by
the President).  Unused vacation shall
not accumulate from year to year.


 


7.                                       Confidentially:
Competition.


 


(a)  For the purposes hereof, all confidential
information about the business and affairs of the Company (including, without
limitation, business plans, financial and marketing information and information
about its secrets and machinery,


 


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designs, plans, patterns
and specifications, formulae, processes, inventions and discoveries, and names
of suppliers and customers and nature of dealings with them) constitute
“Company Confidential Information.”  For
some years, the Employee has been a senior officer of the Company or a
predecessor.  He acknowledges that he
has in the past had, and will continue to have, access to and knowledge of
Company Confidential Information, and that improper use or revelation of same
by the Employee during or after the termination of his employment by the
Company could cause serious injury to the business of the Company.  Accordingly, the Employee agrees that he
will forever keep secret and inviolate all Company Confidential Information
which shall have come or shall hereafter come into his possession, and that he
will not use the same for his own private benefit, or directly or indirectly
for the benefit of others, and that he will not disclose such Company
Confidential Information to any other person.


 


(b)                                 During
the Employment Term, the Employee will not (whether as an officer, director,
partner, proprietor, investor, associate, employee, consultant, adviser, public
relations or advertising representative or otherwise), directly or indirectly,
be engaged in any aspect of the business of lead mining, milling, recycling or
sale within the continental United States (which the parties acknowledge is the
Company’s trading area).   For purposes
of the preceding sentence, the Employee shall be deemed to be engaged in any
business which any person for whom he shall perform services is engaged.  Nothing herein contained shall be deemed to
prohibit the Employee from owning, as a passive investment, a security of any
issuer which is not a supplier, vendor; customer or competitor of the Company.


 


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(c)                                  Within
the terms of this Agreement, it is intended to limit disclosure and competition
by the Employee to the maximum extent permitted by law.  If it shall be finally determined by any
court of competent jurisdiction ruling on this Agreement that the scope or
duration of any limitation contained in this paragraph 7 is too extensive to be
legally enforceable, then the parties hereby agree that the scope and duration
(not greater than that provided for herein) of such limitation shall be the
maximum scope and duration which shall be legally enforceable and the Employee
hereby consents to the enforcement of such limitation as so modified.


 


(d)                                 The
Employee acknowledges that any violation by him of the provisions of this
paragraph 7 could cause serious and irreparable damages to the Company.  He further acknowledges that it might not be
possible to measure such damages in money. 
Accordingly, the Employee further acknowledges that, in the event of a
breach or threatened breach by him of the provision of this paragraph 7, the
Company may seek in addition to any other rights or remedies, including money
damages, an injunction or restraining order, restraining the Employee from
doing or continuing to do or perform any acts constituting such breach or threatened
breach.


 


8.                                       Employee’s
Inventions.


 


The Employee agrees to
assign and transfer to the Company, its successors and assigns, his entire
right, title and interest in and to any or all inventions, designs, discoveries
and improvements which he may make, either solely or jointly with others,
during the Employment Term hereunder and for a period of one (1) year
thereafter, which relate in any way to the business or products of the Company,
together with all


 


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rights to letters patent
which may be granted thereon. 
Immediately upon making any intentions, 
designs, discoveries or improvements, the Employee shall notify the
Company and, without further compensation, shall executive and deliver to the
Company such documents as may be necessary to prepare or prosecute applications
for patents upon such inventions, designs, discoveries and improvements, and
shall assign and transfer to the Company his entire right, title and interest
therein.  The Company shall pay all
expenses involved in carrying out the provisions of this paragraph 8.


 


9.                                       Benefits.


 


The Company agrees to
provide to the Employee during the Employment Term the retirement plan, 401(k)
Savings Plan, medical, hospitalization, dental, life and AD&D and
disability coverage, as well as the executive auto allowance program and other
benefits as provided to the Employee on October 1, 2002.


 


10.                                 Employee’s
Representation


 


Employee hereby
represents to the Company that he has full right and power to enter into his
Agreement and carry out his duties hereunder, and that same will not constitute
a breach of or default under any employment, confidentiality, non-competition
or other agreement by which he may be bound.


 


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11.                                 Indemnification.


 


The Corporation shall
defend, indemnify, and hold harmless Marvin K. Kaiser (and his heirs and
personal representatives) from and against any and all proceedings, whether
civil or criminal, judgments, liabilities, claims, demands, damages, amounts
paid in settlement, fines, penalties, punitive damages, actions, causes of
action of any type or kind whatsoever, suits, losses, attorneys’ fees, costs,
and expenses arising out of, in connection with, or in any way related to his
serving or having served as an officer 
of the Corporation or, at the request of the Corporation, as a director,
officer, employee, or other agent of any other organization, including any
other corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise, even if the proceedings, judgments, liabilities, claims,
demands, damages, amounts paid in settlement, fines, penalties, punitive
damages, actions, causes of action, suits, losses, attorneys’ fees, costs, and
expenses are alleged to be caused by, including but not limited to the
negligence, carelessness, recklessness, gross negligence, acts, errors, and
omissions, misfeasance, malfeasance, or fault of Marvin K. Kaiser, whether
alleged to be acting individually or in combination with other persons or
entities, or caused by, including but not limited to the negligence,
carelessness, recklessness, gross negligence, acts, errors, and omissions,
misfeasance, malfeasance, or fault of Marvin K. Kaiser, whether acting
individually or in combination with other persons or entities, provided that in
the case of criminal actions or proceedings, Marvin K. Kaiser had no reasonable
cause to believe that his conduct was unlawful.  Further, the terms of this indemnification provision are
retroactive and apply against any and all proceedings, whether civil or
criminal, judgments, liabilities, claims, demands, damages, amounts paid in
settlement,


 


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fines, penalties,
punitive damages, actions, causes of action, suits, losses, attorneys’ fees,
costs, and expenses regardless of the time of occurrence.  Further, this indemnification survives the
termination of this Executive Employment Agreement.


 


12.                                 Default
by Employee.


 


If the Employee shall:


 


(i)                                     commit
an act of dishonesty against the Company or fraud upon the Company; or


 


(ii)                                  breach
his obligations under this Agreement and fail to cure such breach within five
(5) days after written notice thereof; 
or


 


(iii)                               be
convicted of a crime involving moral turpitude; or


 


(iv)                              fail
or neglect diligently to perform his duties hereunder and continue in his
failure after written notice;


 


then, and in any such
case, the Company may terminate the employment of the Employee hereunder and,
in the event of any such termination, the Employee shall no longer have any
right to any and all benefits (including future salary payments), which would
otherwise have accrued after such termination.


 


13.                                 Automatic
Renewal.


 


This Agreement shall
automatically renew and be extended from year to year upon the expiration of
the Employment Term (as extended if extended) unless terminated by either party
by written notice given to the other at least three months prior to its
termination date.  If any such notice
shall be given, this Agreement shall terminate on the next succeeding
October 31.


 


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14.                                 Successors.


 


The rights, benefits,
duties and obligation under this Agreement shall inure to and be binding upon
the Company, its successors and assigns and upon the Employee and his legal
representative, legatees and heirs.  It
is specifically understood, however, that this Agreement may not be transferred
or assigned by the Employee.  The
Company may assign any of its rights and obligations hereunder to any
subsidiary or affiliate of the Company, or by written instruction to a
successor or surviving corporation resulting from a merger, consolidation, sale
of assets or stock, or other corporate reorganization, on condition that he
assignee shall assume all the Company’s obligation hereunder (but nevertheless
the Company shall remain liable hereunder) and it is agreed that such successor
or surviving corporation shall continue to be obligated to perform the
provisions of this Agreement.


 


15.                                 Notices


 


Notices hereunder shall
be in writing and shall be sent by telegraph or by certified or registered
mail, telecopy, or recognized overnight delivery service (such as Federal
Express) prepaid as follows:


 


	
  To Employee:

  	
   

  	
  To Company:

  
	
   

  	
   

  	
   

  
	
  Marvin K. Kaiser

  	
   

  	
  The Doe Run Resources
  Corporation

  
	
  4554 Pershing Place

  	
   

  	
  1801 Park 270 Drive

  
	
  St. Louis, MO 63108

  	
   

  	
  St. Louis, Missouri
  63146

  
	
   

  	
   

  	
  Attention: President

  



 


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  with copies to:

  
	
   

  	
   

  	
  The Renco Group, Inc

  
	
   

  	
   

  	
  30 Rockefeller Plaza

  
	
   

  	
   

  	
  42nd Floor

  
	
   

  	
   

  	
  New York, NY 10111

  



 


and shall be deemed to
have given when telecopied to the address or three days after placed in the
mail or the second business day following delivery to a recognized overnight
delivery service (such as Federal Express) or a telegraph company, prepaid and
properly addressed.  Notices to the
Employee may also be delivered to him personally.   Notices of change of address shall be given as provided above,
but shall be effective only when actually received.


 


16.                                 Waivers.


 


The failure of either
party to insist upon the strict performance of any of the terms, conditions,
and provisions of this Agreement shall not be construed as a waiver or
relinquishment of future compliance therewith, and said terms, conditions of this
Agreement on the part of the Company, shall be effective for any purposes
whatsoever unless such waiver is in writing and signed by the Company.


 


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17.                                 Entire
Agreement; Governing Law.


 


There are no oral or
written understandings concerning the Employee’s employment outside of this
Agreement and the separate Net Worth Appreciation Agreement between the Company
the Employee.  This Agreement may not be
modified except by a writing signed by the parties hereto.  This Agreement supersedes any and all prior
employment agreements or understandings. 
This Agreement is made under, and shall be construed in accordance with,
the laws of the State of Missouri, applicable to agreements to be performed
wholly within that state.


 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the day and
year first above written.


 


 


	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION

  
	
  Attest:

  	
  doing business as THE
  DOE RUN COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Marvin K. Kaiser,
  Employee

  



 


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