Exhibit 10.1.1


 


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 Jeffrey
L. Zelms (“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 November 1, 2005, unless sooner
terminated or extended as herein provided (the “Employment Term”), the company
shall continue to employ the Employee as its Vice Chairman, President and
CEO.  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 duties hereunder, in accordance


 


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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 $500,000.00 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 vacation periods in accordance with
previously agree-to vacation entitlement or with the *Vacation Policy for St.
Louis Office Employees on April 7, 1994, 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.


 












*                                         1-4   
years service = 2 weeks vacation


5-11   years service = 3 weeks vacation


12-19    years service = 4 weeks vacation


20-29    years service = 5 weeks vacation


30 or
more years service = 6 weeks vacation


 


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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, 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


 


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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.


 


(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,


 


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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 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 Jeffrey L. Zelms (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 
or employee 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 Jeffrey L.
Zelms, 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 Jeffrey L. Zelms, whether acting
individually or in combination with other persons or entities, provided that in
the case of criminal actions or proceedings, Jeffrey L. Zelms 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,


 


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whether civil or
criminal, judgments, liabilities, claims, demands, damages, amounts paid in
settlement, 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


 


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to its termination
date.  If any such notice shall be
given, this Agreement shall terminate on the next succeeding November 1.


 


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:


 


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  To Employee:

  	
  To Company:

  
	
   

  	
   

  
	
  Jeffrey L. Zelms

  	
  The Doe Run Resources
  Corporation

  
	
  16535 Carriage View
  Court

  	
  1801 Park 270 Drive

  
	
  Grover, MO  63040

  	
  St. Louis,
  Missouri  63146

  
	
   

  	
  Attention:  President

  
	
   

  	
   

  
	
   

  	
  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.


 


 


	
  Attest:

  	
  THE DOE RUN RESOURCES
  CORPORATION

  doing business as THE DOE RUN COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Jeffrey L. Zelms,
  Employee

  



 


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