EXHIBIT
10.2


FORM OF CHANGE OF
CONTROL AGREEMENT


Apex
Silver Mines Limited has entered into a change of control agreement with Gerald
J. Malys, its Senior Vice President and Chief Financial Officer, effective June
12, 2006 pursuant to which he will receive certain benefits upon his
termination of employment or the occurrence of certain other events following a
Change of Control as defined in the agreement.



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[Date]


[Name]

[Title]

Apex Silver Mines Limited

c/o Apex Silver Mines Corporation

1700 Lincoln Street, Suite 3050

Denver, CO  80203


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) 



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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 two 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 an Application and Release of Claims by
you and the Company, and this Application and Release of Claims shall
govern the timing of all payments made. 
A copy of the terms and conditions of such Application and Release of
Claims is attached as an appendix to this Agreement.


(G)                                Limitation on Benefits.  Any benefits payable or to be provided
pursuant to this Agreement or otherwise, which constitute “Parachute Payments”
as defined in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended, including any regulations adopted thereunder (the “Code”), shall be
subject to limitation such that the benefits payable or to be provided under this
Agreement, as well as any payments or benefits provided outside of this
Agreement, shall not cause the Company to have paid an “Excess Parachute
Payment” as defined in 



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Section 280G(b)(1) of the Code.  Accordingly, anything in this Agreement to
the contrary notwithstanding, in the event that it is determined that receipt
of all Parachute Payments would cause the Company to pay an Excess Parachute
Payment, the Company shall determine, and promptly notify you of, a “Reduced
Amount” which shall be the highest aggregate amount of Parachute Payments that
shall not cause the Company to have paid an Excess Parachute Payment.  You may then elect, in your sole discretion,
which and how much of the Parachute Payments, including without limitation
Parachute Payments made outside of this Agreement, shall be eliminated or
reduced (as long as after such election the “Present Value” (as defined in
Section 280G(d)(4) of the Code) of the aggregate Parachute Payments is equal to
the Reduced Amount) and shall advise the Company in writing of such election
within 10 days of your receipt of notice. 
If no such election is made within such 10 day period, the Company may
elect which of Parachute Payments, including without limitation Parachute
Payments made outside of this Agreement, shall be eliminated or reduced (as
long as after such election the Present Value of the aggregate Parachute
Payments is equal to the Reduced Amount) and shall notify you promptly of such
election.


(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
24 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 24.


(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 24-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 24-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, 



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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, (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, 



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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 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.


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,



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  Apex Silver Mines Limited

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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  Agreed to as of the      day
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  Signature:

  	
   

  	
   

  



 



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