AS THE COMPANY OR ITS SHAREHOLDER IS BEING PAID AS
PAYMENT IN FULL OF YOUR PARTICIPATION, AN AMOUNT EQUAL TO (A) THE PRODUCT OF THE
MAXIMUM CREDIT AND ANY NET PROCEEDS (AS DEFINED BELOW) OF THE SALE, PLUS (B) THE
PRODUCT OF THE MAXIMUM CREDIT AND THE CUMULATIVE DISTRIBUTIONS PAID BY THE
COMPANY SUBSEQUENT TO THE BASE DATE IN 2002, LESS (C) THE PRODUCT OF THE MAXIMUM
CREDIT AND THE CUMULATIVE INCOME STATEMENT TAX DIFFERENCE THROUGH THE DATE OF
SALE, AND LESS (D) THE AMOUNT OF ANY ADDITIONAL COMPENSATION BENEFIT PREVIOUSLY
PAID TO YOU SUBSEQUENT TO THE BASE DATE IN 2002.
"NET PROCEEDS", FOR PURPOSES
HEREOF, SHALL BE EQUAL TO THE AMOUNT, IF ANY, OF
THE PROCEEDS OF THE SALE AFTER
DEDUCTING ALL EXPENSES OF THE SALE, ALL APPLICABLE FEDERAL, STATE AND LOCAL
TAXES, ALL LIABILITIES RETAINED BY THE SELLER, AND ALL AMOUNTS PAID OR DUE TO
HOLDERS OF THE COMPANY'S PREFERRED STOCK. EXCEPT FOR SUCH PAYMENT, NEITHER YOU
NOR THE COMPANY SHALL HAVE ANY FURTHER RIGHTS OR LIABILITIES HEREUNDER.
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(C)
IN ADDITION, IF WHILE YOU ARE SERVING IN PERU AT DOE RUN PERU SRL OR ONE
OF ITS AFFILIATES, DOE RUN PERU SRL PAYS CASH DIVIDENDS TO ITS COMMON
STOCKHOLDERS AND SUBSEQUENT TO SUCH PAYMENT WHILE YOU ARE SERVING IN PERU AT DOE
RUN PERU SRL OR ONE OF ITS AFFILIATES, THE COMPANY PAYS DIVIDENDS TO ITS COMMON
STOCKHOLDERS, THEN, IN ADDITION TO THE OTHER PAYMENTS TO YOU UNDER THIS SECTION,
THE COMPANY SHALL MAKE A CASH PAYMENT TO YOU EQUAL TO THE LESSER OF (A) ONE
PERCENT OF THE CASH DIVIDEND PAID BY DOE RUN PERU SRL OR (B) THE EXCESS OF ONE
PERCENT OF THE CUMULATIVE DISTRIBUTIONS PAID BY THE COMPANY SUBSEQUENT TO
NOVEMBER 1, 2002 OVER ONE PERCENT OF ANY POSITIVE CUMULATIVE CASH FLOW TAX
DIFFERENCE, LESS, IN EITHER CASE, ALL AMOUNTS PREVIOUSLY PAID TO YOU PURSUANT TO
THIS PROVISION SINCE NOVEMBER 1, 2002.
6.
CONDITION PRECEDENT. THE COMPANY'S OBLIGATION TO MAKE THE PAYMENT TO YOU
SHALL BE CONDITIONED ON YOUR FAITHFUL ADHERENCE TO YOUR EMPLOYMENT ARRANGEMENTS
WITH THE COMPANY AND ON YOUR REFRAINING FROM ENGAGING, DURING THE PERIOD OVER
WHICH SUCH PAYMENTS ARE TO BE MADE TO YOU, DIRECTLY OR INDIRECTLY IN ANY
ACTIVITY WHICH IS COMPETITIVE WITH THE BUSINESS ENGAGED IN BY THE COMPANY AT THE
DATE OF TERMINATION OF YOUR EMPLOYMENT.
IF YOU DO ENGAGE IN ANY SUCH
COMPETITIVE ACTIVITIES, THEN WE SHALL NO LONGER BE OBLIGATED TO MAKE ANY
PAYMENTS TO YOU HEREUNDER.
7.
NOTICE.
ANY NOTICES TO BE SENT PURSUANT HERETO SHALL BE SENT BY HAND,
CERTIFIED OR REGISTERED MAIL OR OVERNIGHT SERVICE TO YOU, AT THE ADDRESS
INDICATED ABOVE AND A COPY TO THE RENCO GROUP, INC. AT 30 ROCKEFELLER PLAZA, NEW
YORK, NY 10112, 42ND FLOOR, TO THE ATTENTION OF IRA LEON RENNERT, OR TO ANY
OTHER ADDRESS WHICH THE COMPANY OR RENCO MAY DESIGNATE BY NOTICE IN WRITING.
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Please confirm that the foregoing correctly sets forth our full agreement with
respect to your net