<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 82-0126240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6500 Mineral Drive 83815-8788
Coeur d'Alene, Idaho (Zip Code)
(Address of principal executive offices)
HECLA MINING COMPANY EXECUTIVE DEFERRAL PLAN
(Full title of the Plan)
------------------------
Michael B. White
Hecla Mining Company
Vice President - General Counsel & Secretary
6500 Mineral Drive
Coeur d'Alene, Idaho 83815-8788
(208) 769-4100
(Name, address and telephone number of agent for service)
Copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Attention: David A. Katz, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
Proposed Maximum Proposed Minimum Amount Of Amount Of
Title Of Securities Amount To Be Offering Price Aggregate Registration
To Be Registered(1) Registered (2) Per Share (3) Offering Price (3) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock,
$.25 par value 1,000,000 shares $3.875 $3,875,000 1,077.25
</TABLE>
1. This Registration Statement also pertains to Hecla Mining
Company's Preferred Share Purchase Rights (the "Rights").
Until the occurrence of certain prescribed events, the
Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred
<PAGE> 2
along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one
Right for each share of Common Stock held, subject to
adjustment pursuant to anti-dilution provisions.
2. Plus such indeterminate number of shares as may be issued to
prevent dilution resulting from stock splits, stock
dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933.
3. Pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, the registration fee is based on the reported
average of the high and low prices for the Registrant's
Common Stock on the New York Stock Exchange on
December 8, 1998.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by
Hecla Mining Company (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part
hereof.
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
2. The information contained in the Company's Proxy
Statement, dated March 30, 1998, for the Annual Meeting
of Stockholders held on May 8, 1998 (except for pages
8-13).
3. The description of Common Stock contained in the
Company's Registration Statement on Form 8-B, dated
May 6, 1983, filed under Section 12 of the Exchange
Act, including any amendment or report filed for the
purpose of updating such description.
4. The description of the Company's Preferred Share
Purchase Rights contained in the Registration Statement
---------------------
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
<PAGE> 3
on Form 8-A, dated May 17, 1996, filed under Section 12
of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
5. The Company's Quarterly Reports on Form 10-Q for the
quarters ending March 31, 1998, June 30, 1998 and
September 30, 1998.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael B. White, Vice President - General Counsel and
Secretary for the Company, who has rendered an opinion on the
legality of the securities being registered, owns Common Stock of
the Company and is eligible to participate in the Company's
Executive Deferral Plan.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The registrant, being incorporated under the Delaware
General Corporation Law, is empowered by Section 145 of such Law,
subject to the procedures and limitations stated therein, to
indemnify any persons against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in the defense of any
<PAGE> 4
threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of such person's
being or having been a director or officer of the registrant. The
statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise.
Article IX of the registrant's Certificate of Incorporation,
as amended and Article VII of the registrant's By-Laws, as
amended state:
"Section 1. LIMITATION OF LIABILITY. A director of the
Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the shareholders of
this article to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. This paragraph shall not
eliminate or limit the liability of a director for any act or
omission which occurred prior to the effective date of its
adoption. Any repeal or modification of this paragraph by the
shareholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
Section 2. INDEMNIFICATION AND INSURANCE.
(a) RIGHT TO INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director, officer
or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official
capacity as a director, officer or employee or in any other
capacity while serving as a director, officer or employee, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
<PAGE> 5
amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director,
officer or employee and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section
or otherwise.
(b) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under
paragraph (a) of this Section is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its board
of directors, independent legal counsel, or its shareholders) to
<PAGE> 6
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including
its board of directors, independent legal counsel, or its
shareholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Section or otherwise
shall be on the Corporation.
(c) NON-EXCLUSIVITY OF RIGHTS. The rights to
indemnification and to the advancement of expenses conferred in
this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this
Certificate of Incorporation, By-Law, agreement, vote of
shareholders or disinterested directors or otherwise. The
Corporation is authorized to enter into contracts of
indemnification.
(d) INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
4 Hecla Mining Company's
Executive Deferral Plan
5 Opinion of Counsel
23.1 Consent of Independent Public
Accountants
23.2 Consent of Counsel (contained
in Exhibit 5)
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes
in volume and price represent no more than
20 percent change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3
or Form S-8, or Form F-3, and the
information required to be included in a
post-effective amendment by those
paragraphs is contained in periodic
reports filed with or furnished to the
Commission by the registrant pursuant to
Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the
registration statement.
<PAGE> 8
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 9
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coeur
d'Alene, State of Idaho, on November 11, 1998.
HECLA MINING COMPANY
By: /s/ Arthur Brown
--------------------------------
Arthur Brown, Chairman,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on December 11, 1998.
/s/ Arthur Brown /s/ Leland O. Erdahl
- ------------------------------ ------------------------------
Arthur Brown Leland O. Erdahl
/s/ John P. Stilwell /s/ Charles L. McAlpine
- ------------------------------ ------------------------------
John P. Stilwell Charles L. McAlpine
Vice President - Director
Chief Financial Officer
(principal financial officer)
/s/ Stanley E. Hilbert /s/ Jorge E. Ordonez
- ------------------------------ ------------------------------
Stanley E. Hilbert Jorge E. Ordonez
Corporate Controller Director
(principal accounting officer)
/s/ John E. Clute /s/ Ted Crumley
- ------------------------------ ------------------------------
John E. Clute Ted Crumley
Director Director
/s/ Thomas J. O'Neil
- ------------------------------ ------------------------------
Joe Coors Jr. Thomas J. O'Neil
Director Director
/s/ Paul A. Redmond
- ------------------------------
Paul A. Redmond
Director
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4 Hecla Mining Company's
Executive Deferral Plan
5 Opinion of Counsel
23.1 Consent of Independent
Public Accountants
<PAGE> 1
EXHIBIT 4
HECLA MINING COMPANY
Executive Deferral Plan
Master Plan Document
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Effective January 1, 1995
As Amended and Restated as of November 13, 1998.
<PAGE> 2
HECLA MINING COMPANY
Executive Deferral Plan
Master Plan Document
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PURPOSE
The purpose of this Plan is to provide specified benefits to a
select group of management and highly compensated Employees who
contribute materially to the continued growth, development and
future business success of Hecla Mining Company, a Delaware
corporation, and its subsidiaries, if any, that sponsor this
Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.
ARTICLE 1
Definitions
-----------
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following
indicated meanings:
1.1 "Account Balance" shall mean with respect to a
Participant, a credit on the records of the Employer
equal to (i) the sum of the Deferral Account balance and
the Employer Matching Account balance, (ii) less all
distributions made in accordance with the Plan. The
Account Balance, and each other specified account
balance, shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and
determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary,
pursuant to this Plan.
1.2 "Annual Bonus" shall mean any compensation, in addition
to Base Annual Salary, paid annually to a Participant as
an Employee under any Employer's annual bonus and
incentive plans.
1.3 "Annual Deferral Amount" shall mean (i) that portion of
a Participant's Base Annual Salary that a Participant
elects to have and is actually deferred, in accordance
with Article 3, for any one Plan Year, plus (ii) that
portion of a Participant's Annual Bonus that is actually
deferred, in accordance with Article 3, during any one
Plan Year. In the event of a Participant's Retirement,
Disability (if deferrals cease in accordance with
Section 8.1), death or a Termination of Employment prior
to the end of a Plan Year, such year's Annual Deferral
Amount shall be the actual amount withheld prior to such
event.
<PAGE> 3
1.4 "Base Annual Salary" shall mean the annual compensation,
excluding bonuses, commissions, overtime, relocation
expenses, incentive payments, non-monetary awards,
directors fees and other fees, and including automobile
allowances, paid to a Participant for employment
services rendered to any Employer, before reduction for
compensation deferred pursuant to all qualified,
non-qualified and Code Section 125 plans of any
Employer.
1.5 "Beneficiary" shall mean one or more persons, trusts,
estates or other entities, designated in accordance with
Article 9, that are entitled to receive benefits under
this Plan upon the death of a Participant.
1.6 "Beneficiary Designation Form" shall mean the form
established from time to time by the Committee that a
Participant completes, signs and returns to the
Committee to designate one or more Beneficiaries.
1.7 "Board" shall mean the board of directors of the
Company.
1.8 "Business Day" shall mean a day upon which the New York
Stock Exchange is open for trading.
1.9 "Change in Control" shall mean the first to occur of any
of the following events:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")(a "Person") of
beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (i) the then outstanding
shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"),
provided, however, that for purposes of this
subsection (a), the following acquisitions shall
not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition
by any employee benefit plan related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a
transaction which compiles with clauses (i),
(ii), and (iii) of subsection (c) below; or
<PAGE> 4
(b) Individuals who, as of October 1, 1994 constitute
the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the
Board, provided, however, that any individual
becoming a director subsequent to October 1, 1994,
whose election, or nomination for election by the
Company's shareholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall be considered
as though such individual were a member of the
Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of
office occurs as a result of an actual or
threatened election contest with respect to the
election or removal of directors or other actual
or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board;
or
(c) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all
or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or
substantially all of the individuals and entities
who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of
common stock and the combined voting power of the
then outstanding voting securities entitled to
vote generally in the election of directors, as
the case may be, of the corporation which as a
result of such transaction owns the Company or all
or substantially all of the Company's assets
either directly or through one or more
subsidiaries) in substantially the same
proportions as their ownership, immediately prior
to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from
such Business Combination or any employee benefit
plan (or related trust) of the Company or such
corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or the combined voting power of the
then outstanding voting securities of such
corporation except to the extent that such
<PAGE> 5
ownership existed prior to the Business
Combination and (iii) at least a majority of the
members of the board of directors of the
corporation resulting from such Business
Combination were members of the Incumbent Board at
the time of the execution of the initial
agreement, or of the action of the Board,
providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the
Company.
1.10 "Claimant" shall have the meaning set forth in
Section 14.1.
1.11 "Code" shall mean the Internal Revenue Code of 1986, as
may be amended from time to time.
1.12 "Committee" shall mean the committee described in
Article 12.
1.13 "Company" shall mean Hecla Mining Company, a Delaware
corporation.
1.14 "Crediting Rate" shall mean, for each Plan Year, the
Moody's Rate for that Plan Year, which shall be an
interest rate that is published in Moody's Bond Record
under the heading of "Moody's Corporate Bond Yield
Averages--Av. Corp" and is (i) in the case of the Plan's
first Plan Year, the average corporate bond yield for
the month of September 1994, and (ii) in the case of any
subsequent Plan Year, the average corporate bond yield
for the month of March of the Plan Year that precedes
the Plan Year for which the rate is to be used.
1.15 "Deferral Amount" shall mean (i) the sum of all of a
Participant's Annual Deferral Amounts, plus (ii)
interest credited in accordance with all the applicable
interest crediting provisions of this Plan that relate
to the Participant's Deferral Account, less (iii) all
distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the
Participant's Deferral Account.
1.16 "Deduction Limitation" shall mean the following
described limitation on the annual benefit that may be
distributed pursuant to the provisions of this Plan.
Except as otherwise provided, this limitation shall be
applied to all distributions under this Plan. If an
Employer determines in good faith prior to a Change in
Control that there is a reasonable likelihood that any
compensation paid to a Participant for a taxable year of
the Employer would not be deductible by the Employer
<PAGE> 6
solely by reason of the limitation under Code Section
162(m), then to the extent deemed necessary by the
Employer to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan
prior to the Change in Control is deductible, the
Employer may defer all or any portion of a distribution
under this Plan. Any amounts deferred pursuant to this
limitation shall continue to be credited with interest
in accordance with Section 3.5 below. The amounts so
deferred and interest thereon shall be distributed to
the Participant or his or her Beneficiary (in the event
of the Participant's death) at the earliest possible
date, as determined by the Employer in good faith, on
which the deductibility of compensation paid or payable
to the Participant for the taxable year of the Employer
during which the distribution is made will not be
limited by Section 162(m), or if earlier, the effective
date of a Change in Control.
1.17 "Disability" shall mean a period of disability during
which a Participant qualifies for benefits under the
Participant's Employer's long-term disability plan, or,
if a Participant does not participate in such a plan, a
period of disability during which the Participant would
have qualified for benefits under such a plan had the
Participant been a participant in such a plan, as
determined in the sole discretion of the Committee. If
the Participant's Employer does not sponsor such a plan
or discontinues to sponsor such a plan, a Disability
shall be determined by the Committee in its sole
discretion.
1.18 "Disability Benefit" shall mean the benefit set forth in
Article 8.
1.19 "Election Form" shall mean the form established from
time to time by the Committee that a Participant
completes, signs and returns to the Committee to make an
election under the Plan.
1.20 "Employee" shall mean a person who is an employee of any
Employer.
1.21 "Employer(s)" shall mean the Company and/or any of its
subsidiaries that have been selected by the Board to
participate in the Plan.
1.22 "Employer Matching Amount" shall mean any amount
credited by the Company to a Participant's account for a
Plan Year in accordance with Section 3.7 below.
<PAGE> 7
1.23 "Employer Matching Account" shall mean (i) the sum of
the Participant's Employer Matching Amounts, plus (ii)
interest credited in accordance with all the applicable
interest crediting provisions of this Plan that relate
to the Participant's Employer Matching Amount, less
(iii) all distributions made to the Participant or his
or her Beneficiary pursuant to this Plan that relate to
the Participant's Employer Matching Account.
1.24 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as may be amended from time to
time.
1.25 "Participant" shall mean any Employee (i) who is
selected to participate in the Plan, (ii) who elects to
participate in the Plan, (iii) who signs a Plan
Agreement, an Election Form and a Beneficiary
Designation Form, (iv) whose signed Plan Agreement,
Election Form and Beneficiary Designation Form are
accepted by the Committee, (v) who commences
participation in the Plan, and (vi) whose Plan Agreement
has not terminated.
1.26 "Plan" shall mean the Company's Executive Deferral Plan,
which shall be evidenced by this instrument and by each
Plan Agreement, as may be amended from time to time.
1.27 "Plan Agreement" shall mean a written agreement, as may
be amended from time to time, which is entered into by
and between an Employer and a Participant. Each Plan
Agreement executed by a Participant shall provide for
the entire benefit to which such Participant is entitled
to under the Plan, and the Plan Agreement bearing the
latest date of acceptance by the Committee shall govern
such entitlement.
1.28 "Plan Year" shall, for the first Plan Year, begin on
January 1, 1995, and end on May 31, 1995. For each Plan
Year thereafter, the Plan Year shall begin on June 1 of
each year and continue through May 31.
1.29 "Preferred Rate" shall mean, for each Plan Year, an
interest rate that is equal to the Crediting Rate
multiplied by 1.23.
1.30 "Pre-Retirement Survivor Benefit" shall mean the benefit
set forth in Article 6.
1.31 "Retirement", "Retires" or "Retired" shall mean, with
respect to an Employee, severance from employment from
all Employers for any reason other than a leave of
absence, death or Disability on or after the earlier of
the attainment of (a) age sixty-five (65) or (b) age
fifty-five with ten (10) Years of Service.
<PAGE> 8
1.32 "Retirement Benefit" shall mean the benefit set forth in
Article 5.
1.33 "Short-Term Payout" shall mean the payout set forth in
Section 4.1.
1.34 "Termination Benefit" shall mean the benefit set forth
in Article 7.
1.35 "Termination of Employment" shall mean the ceasing of
employment with all Employers, voluntarily or
involuntarily, for any reason other than Retirement,
Disability, death or an authorized leave of absence.
Without limiting the generality of the foregoing, if an
Employer other than the Company ceases to be a
subsidiary of the Company, all of the Participants who
remain employed by such Employer shall be considered to
have experienced a Termination of Employment at the time
of such cessation unless the Company determines
otherwise.
1.36 "Stock" shall mean Hecla Mining Company, common stock,
par value $0.25, or any other equity securities of the
Company designated by the Committee.
1.37 "Stock Rate" shall mean a rate of return such that an
amount allocated to the Stock Rate shall be credited or
debited, as the case may be, as if 100% of such amount
were invested in Stock, with any dividends paid on such
Stock being deemed immediately reinvested in Stock.
1.38 "Stock Rate Account" shall have that meaning as set
forth in Section 3.8(d)(2).
1.39 "Trust" shall mean the trust established pursuant to
that certain Master Trust Agreement, dated as of October
1, 1994, between the Company and the trustee named
therein, as amended from time to time.
1.40 "Unforeseeable Financial Emergency" shall mean an
unanticipated emergency that is caused by an event
beyond the control of the Participant that would result
in severe financial hardship to the Participant
resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the
Participant, (ii) a loss of the Participant's property
due to casualty, or (iii) such other extraordinary and
unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.
1.41 "Window Period" shall mean the time period beginning
December 1, 1998 and ending March 31, 1999, inclusive.
<PAGE> 9
1.42 "Years of Plan Participation" shall mean the total
number of full Plan Years a Participant has been a
Participant in the Plan prior to his or her Termination
of Employment (determined without regard to whether
deferral elections are made under this Plan). For
purposes of a Participant's first Plan Year of
participation only, any partial Plan Year of
participation shall be treated as a full Plan Year. In
addition, during any period of time during which a
Participant is suffering a Disability, he or she will
not be credited with any additional Years of Plan
Participation.
1.43 "Years of Service" shall mean the total number of full
years in which a Participant has been employed by one or
more Employers. For purposes of this definition, a year
of employment shall be a 365 day period (or 366 day
period in the case of a leap year) that, for the first
year of employment, commences on the Employee's date of
hiring and that, for any subsequent year, commences on
an anniversary of that hiring date. Any partial year of
employment shall not be counted.
ARTICLE 2
Selection; Enrollment; Eligibility
----------------------------------
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall
be limited to a select group of management and highly
compensated Employees of the Employers. From that
group, the Committee shall select, in its sole
discretion, Employees to participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to
participation, each selected Employee shall complete,
execute and return to the Committee within 30 days of
selection a Plan Agreement, an Election Form and a
Beneficiary Designation Form. In addition, the
Committee shall establish from time to time such other
enrollment requirements as it determines in its sole
discretion are necessary.
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an
Employee selected to participate in the Plan has met all
enrollment requirements set forth in this Plan and
required by the Committee, including returning all
required documents to the Committee within 30 days of
selection, that Employee shall start participation in
the Plan on the first day of the month following the
month in which the Employee completes all enrollment
requirements. If an Employee fails to meet all such
requirements within the required 30 day period, that
Employee shall not be eligible to participate in the
<PAGE> 10
Plan until the first day of the Plan Year following the
delivery to and acceptance by the Committee of the
required documents.
ARTICLE 3
Deferral Commitments/Interest Crediting
---------------------------------------
3.1 MINIMUM DEFERRAL.
(a) MINIMUM. For each Plan Year, a Participant may
elect to defer Base Annual Salary in an
amount that is not less than $2,000 for each
deferral elected. For each calendar year, a
Participant may elect to defer Annual Bonus that
is not less than $2,000 for each deferral elected.
If no elections are made, the amount deferred
shall be zero.
(b) SHORT PLAN YEAR BASE ANNUAL SALARY. If a
Participant first becomes a Participant after the
first day of a Plan Year, or in the case of the
first Plan Year of the Plan itself, the minimum
Base Annual Salary deferral shall be an amount
equal to the minimum set forth above, multiplied
by a fraction, the numerator of which is the
number of complete months remaining in the Plan
Year and the denominator of which is 12.
3.2 MAXIMUM DEFERRAL. For each Plan Year, a Participant may
elect to defer up to 50% of Base Annual Salary. For
each calendar year, a Participant may elect to defer up
to 100% of Annual Bonus.
3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM.
(a) FIRST PLAN YEAR. In connection with a
Participant's commencement of participation in the
Plan, the Participant shall make an irrevocable
deferral election for the Plan Year in which the
Participant commences participation in the Plan,
along with such other elections as the Committee
deems necessary or desirable under the Plan. For
these elections to be valid, the Election Form
must be completed and signed by the Participant,
timely delivered to the Committee (in accordance
with Section 2.2 above) and accepted by the
Committee.
(b) SUBSEQUENT PLAN YEARS. For each succeeding Plan
Year, an irrevocable deferral election for that
Plan Year, and such other elections as the
Committee deems necessary or desirable under the
<PAGE> 11
Plan, shall be made by timely delivering to the
Committee, in accordance with its rules and
procedures, before the end of the Plan Year
preceding the Plan Year for which the election is
made, a new Election Form. If no such Election
Form is timely delivered for a Plan Year, the
Annual Deferral Amount shall be zero for that Plan
Year.
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan
Year, the Base Annual Salary portion of the Annual
Deferral Amount shall be withheld from each regularly
scheduled Base Annual Salary payroll in equal amounts,
as adjusted from time to time for increases and
decreases in Base Annual Salary. The Annual Bonus
portion of the Annual Deferral Amount shall be withheld
at the time the Annual Bonus is or otherwise would be
paid to the Participant, whether or not this occurs
during the Plan Year itself.
3.5 EMPLOYER MATCHING AMOUNT.
(a) MATCH AGAINST AMOUNTS ALLOCATED TO PREFERRED RATE.
For each Plan Year, a Participant's Account
Balance shall be credited as of the last day of
that Plan Year with an Employer Matching Amount
which is equal to 12.5% of the balance of that
portion of the Participant's Annual Deferral
Amount which is (i) actually withheld during the
Plan Year and (ii) allocated to the Preferred Rate
in accordance with Section 3.8(c).
(b) MATCH AGAINST AMOUNTS ALLOCATED TO STOCK RATE.
For each Plan Year, a Participant' s Account
Balance shall be credited as of the last day of
that Plan Year with an Employer Matching Amount
which is equal to 37.5% of the balance of that
portion of the Participant's Annual Deferral
Amount which is (i) actually withheld during the
Plan Year and (ii) allocated to the Stock Rate in
accordance with Section 3.8.
(c) LIMITATION. Notwithstanding the provisions of
Section 3.5(a) and Section 3.5(b) above, the
Annual Deferral Amount that is taken into account
in determining the Employer Matching Amounts under
both Section 3.5(a) and Section 3.5(b) for a Plan
Year shall not exceed the difference between (i)
20% multiplied by the sum of (a) the Participant's
Base Annual Salary for the Plan Year and (b) the
portion of the Participant's Annual Bonus that is
paid in that Plan Year, and (ii) the portion of
the Participant's Base Annual Salary and/or Annual
Bonus that is deferred for the Plan Year by the
<PAGE> 12
Participant under the Company's 401(k) Plan (such)
difference being referred to herein as the
"Limitation"). If, for a Plan Year, the sum of
the Employer Matching Amounts calculated under
Section 3.5(a) and Section 3.5(b) above exceeds
the Limitation, then both (i) that portion of the
Annual Deferral Amount that is allocated to the
Preferred Rate and is taken into account in
determining the Employer Matching Amount under
Section 3.5(a), and (ii) that portion of the
Annual Deferral Amount that is allocated to the
Stock Rate and is taken into account in
determining the Employer Matching Amount under
Section 3.5(b), will be reduced pro rata, one
against the other, until the Limitation is equal
to zero.
3.6 INVESTMENT OF TRUST ASSETS. The Trustee of the Trust
shall be authorized, upon written instructions received
from the Committee or investment manager appointed by
the Committee, to invest and reinvest the assets of the
Trust in accordance with the applicable Trust Agreement,
including the disposition of stock and reinvestment of
the proceeds in one or more investment vehicles
designated by the Committee.
3.7 VESTING.
(a) Except as otherwise provided in Section 7.1 below,
a Participant shall at all times be 100% vested in
his or her Deferral Account (including his or her
Stock Rate Account) and his or her Employer
Matching Amounts credited under Section 3.5(a)
above.
(b) A Participant shall be vested in his or her
Employer Matching Amounts credited under Section
3.5(b) above in accordance with the following
schedule:
COMPLETION OF YEARS VESTED PERCENTAGE OF EMPLOYER MATCHING
OF PLAN PARTICIPATION AMOUNTS CREDITED UNDER SECTION 3.5(b)
Less than Five Years 33 1/3%
Five Years or More 100%
Despite the foregoing schedule, if the Participant
was a participant in the 1985 Hecla Mining Company
Deferred Compensation Plan forExecutive Officers,
then for purposes of this Section 3.7, he or she
shall be treated as having completed five Years of
Plan Participation at the time of his or her
commencement of participation in this Plan.
<PAGE> 13
3.8 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance
with, and subject to, the rules and procedures that are
established from time to time by the Committee, in its
sole discretion, amounts shall be credited or debited to
a Participant's Account Balance in accordance with the
following rules:
(a) ELECTION OF MEASUREMENT RATES. In connection
with each Election Form delivered to the
Committee, a Participant shall elect one or more
Measurement Rate(s) (as described in Section
3.8(c) below) to be used to determine the
additional amounts to be credited (or debited) to
his or her Account Balance for the Plan Year to
which such Election Form relates.
(b) PROPORTIONATE ALLOCATION. In making any
election described in Section 3.8(a) above, the
Participant shall specify on the Election Form, in
increments of 5%, the percentage of his or her
Annual Deferral Amount to be allocated to a
Measurement Rate (as if the Participant were
making an investment which carried that
Measurement Rate with that portion of his or her
Account Balance). If a Participant fails to make
an allocation to a Measurement Rate, then he or
she shall be deemed to have made an allocation of
100% of his or her Annual Deferral Amount to the
Preferred Rate.
(c) MEASUREMENT RATES. The Participant may elect one
or more of the following Measurement Rates (the
"Measurement Rates") for the purpose of crediting
additional amounts to his or her Account Balance:
(i) the Preferred Rate; or
(ii) the Stock Rate.
As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a
Measurement Rate. Each such action will take
effect as of the first day of the calendar quarter
that follows by thirty (30) days the day on which
the Committee gives Participants advance written
notice of such change. The performance of each
elected Measurement Rate (either positive or
negative) will be determined by the Committee, in
its reasonable discretion, based on the
performance of the Measurement Rates themselves.
A Participant's Account Balance shall be credited
or debited as set forth in Section 3.8(d) below,
based on the performance of each Measurement Rate
selected by the Participant, AS DETERMINED BY THE
COMMITTEE IN ITS SOLE DISCRETION.
<PAGE> 14
(d) CREDITING OR DEBITING METHOD.
(i) PREFERRED RATE. Interest shall be credited
and compounded annually on the portion of a
Participant's Account Balance that is
allocated to the Preferred Rate (the
"Preferred Rate Account") as though (i)
that portion of the Participant's Annual
Deferral Amount which he or she allocated
to the Preferred Rate for that Plan Year
was withheld at the beginning of the Plan
Year, or, in the case of the first year of
Plan participation, was withheld on the
date that the Participant commenced
participation in the Plan, and (ii) the
Employer Matching Amount relating to that
portion of the Participant's Annual
Deferral Amount which was allocated to the
Preferred Rate for the Plan Year was
credited on the last day of the Plan Year.
The rate of interest for crediting shall be
the Preferred Rate, except as otherwise
provided in this Plan. In the event of
Retirement, Disability, death, Termination
Of Employment or reallocation election
(pursuant to Section 3.12 below) prior to
the end of a Plan Year, the basis for that
year's interest crediting will be a
fraction of the full year's interest, based
on the number of full months that the
Participant was employed by the Employer
during the Plan Year prior to the
occurrence of such event. If a
distribution is made under this Plan, for
purposes of crediting interest, the Account
Balance shall be reduced as of the first
day of the month in which the distribution
is made.
(ii) STOCK RATE. An amount shall be credited to
a Participant's Account Balance as though
that portion of the Participant's Annual
Deferral Amount which he or she allocated
to the Stock Rate for that Plan Year were
credited to a separate account on the first
day of the Plan Year, or, in the case of
the first year of Plan participation, was
credited on the date that the Participant
commenced participation in the Plan (such
account being referred to herein as the
"Stock Rate Account"). The Stock Rate
Account balance shall be deemed invested in
Stock as of the first day of the Plan Year,
<PAGE> 15
using for such purpose the average closing
price for a share of Stock on the New
York Stock Exchange during the Plan Year
(the "Applicable Period"); provided that,
in the case of a Participant's
first year of Plan participation,
or in the event of a Participant's
Retirement, Disability, death or Termination
Of Employment during a Plan Year, the
Applicable Period shall be the period of
the Participant's participation during
the Plan Year. The Employer Matching
Amount relating to that portion of
the Participant's Annual Deferral Amount
which was allocated to the Stock Rate for
the Plan Year shall be deemed invested in
Stock on the last day of the Plan Year,
using for such purpose the average closing
price for a share of Stock on the New York
Stock Exchange during the Plan Year, and
shall be distributed to the Stock Rate
Account. The entire balance of the Stock
Rate Account shall then be allocated to
the Account Balance.
(e) NO ACTUAL INVESTMENT. Notwithstanding any other
provision of this Plan that may be
interpreted to the contrary, the Measurement Rates
are to be used for measurement purposes only, and
a Participant's election of any such Measurement
Rate, the allocation to his or her Account Balance
thereto, the calculation of additional amounts and
the crediting or debiting of such amounts to a
Participant's Account Balance shall not be
considered or construed in any manner as an actual
investment of his or her Account Balance in any
such fund, stock or other investment vehicle. In
the event that the Company or the Trustee (as that
term is defined in the Trust), in its own
discretion, decides to invest funds in any vehicle
related to any or all of the Measurement Rates, no
Participant shall have any rights in or to such
investments themselves. Without limiting the
foregoing, a Participant's Account Balance shall
at all times be a bookkeeping entry only and shall
not represent any investment made on his or her
behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured
creditor of the Company.
(f) EMPLOYEES OF SUBSIDIARIES. Notwithstanding any
other provision of this Plan that may be
interpreted to the contrary, a Participant who is
an Employee of an Employer that is not the Company
shall neither (i) allocate any portion of his or
<PAGE> 16
her Annual Deferral Amount to the Stock Rate
pursuant to the remainder of this Section 3.8, nor
(ii) reallocate any portion of his or her Account
Balance to the Stock Rate pursuant to Section
3.12.
3.9 FICA AND OTHER TAXES. For each Plan Year in which an
Annual Deferral Amount is being withheld from a
Participant, or an Employer Matching Amount is being
credited to a Participant, the Participant's Employer(s)
shall withhold from that portion of the Participant's
Base Annual Salary and Bonus that is not being deferred,
in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes
on such Annual Deferral Amount and Employer Matching
Amount. If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this
Section 3.9.
3.10 DISTRIBUTIONS. The Participant's Employer(s), or the
trustee of the Trust, shall withhold from any payments
made to a Participant under this Plan all federal, state
and local income, employment and other taxes required to
be withheld by the Employer(s), or the trustee of the
Trust, in connection with such payments, in amounts and
in a manner to be determined in the sole discretion of
the Employer(s) and the trustee of the Trust. Such
withholdings may include the withholding of Stock that
would otherwise be delivered to a Participant. Any
portion of a Participant's Account that is allocated to
the Stock Rate Account shall be delivered to the
Participant only in Stock, notwithstanding any other
provision of this Plan; provided, that cash shall be
paid in lieu of any fractional share of Stock.
3.11 SPECIAL RULE FOR AMOUNTS ALLOCATED TO STOCK RATE. The
portion of each Participant's Account that is allocated
to the Stock Rate (if any) shall be valued for all
purposes under the Plan at the closing price of shares
of Stock on the New York Stock Exchange as of the
relevant date.
3.12 REALLOCATION ELECTION; INCENTIVE. At any time during
the Window Period, each Participant who has a positive
Account Balance may elect, in dollar increments, the
dollar amount of his or her Account Balance to be
allocated to the Preferred Rate or to the Stock Rate
(any such amount so allocated to the Stock Rate, the
"Stock Reallocation Amount"). This election shall be
made on an Election Form provided by and in a manner
prescribed by the Company. The Stock Reallocation
Amount shall be deemed invested in Stock, using for such
purpose the average closing price for a share of Stock
<PAGE> 17
on the New York Stock Exchange for the last two full
calendar months preceding the date such election is
made, and shall be credited to the Participant's Account
Balance as of the last business day of the last month
preceding such election date. In addition, the Company
shall credit the Participant's Account Balance with an
amount equal to 25% of the Participant's Stock
Reallocation Amount, similarly deemed invested in Stock,
using for such purpose the same average closing price
for a share of Stock and the same crediting date
described in the preceding sentence. If a Participant
fails to make an election under this Section 3.12, he or
she shall be deemed to have allocated 100% of his or her
Account Balance during and after the Window Period to
the Preferred Rate. Any election under this Section
3.12 shall be irrevocable. Notwithstanding the
foregoing, the Company reserves the right to offer
similar reallocation opportunities, which may include
similar Company incentives, from time to time and at its
sole discretion.
ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Payout
-----------------
4.1 SHORT-TERM PAYOUT. Subject to the Deduction Limitation,
in connection with each election to defer an Annual
Deferral Amount, a Participant may elect to receive a
future "Short-Term Payout" from the Plan with respect to
that Annual Deferral Amount. The Short-Term Payout
shall be (i) in the case of amounts allocated to the
Preferred Rate Account, a lump sum payment in an amount
that is equal to the Annual Deferral Amount plus
interest credited in the manner provided in Section 3.5
above on that amount, but using the applicable interest
rate set forth in Section 7.1 below; and (ii) in the
case of the Stock Rate Account, (A) that number of
shares of Stock credited to the Participant's Stock Rate
below.Account with respect to such Annual Deferral
Amounts, plus (B) that number of shares of Stock that
have subsequently been credited to the Participant's
Stock Rate Account with respect to deemed dividends on
the shares described in clause (A), in any. No Short-
Term Payout shall be available for any Employer Matching
Amount. Subject to the other terms and conditions of
this Plan, each Short-Term payout elected shall be paid
within 60 days of the first day of the Plan Year that is
the latter of (i) the first day of the Plan Year that is
3 years after the first day of the Plan Year to which
the applicable Annual Deferral Amount election relates,
or (ii) the first day of any Plan Year thereafter
elected by the Participant on the Election Form electing
the Annual Deferral Amount.
<PAGE> 18
4.2 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE
FINANCIAL EMERGENCIES. If the Participant experiences
an Unforeseeable Financial Emergency, the Participant
may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive
a partial or full payout from the Plan. The payout
shall not exceed the lesser of the Participant's Account
Balance, calculated as if such Participant were
receiving a Termination Benefit, or the amount
reasonably needed to satisfy the Unforeseeable Financial
Emergency. If, subject to the sole discretion of the
Committee, the petition for a suspension and/or payout
is approved, suspension shall take effect upon the date
of approval and any payout shall be made within 60 days
of the date of approval. The payment of any amount
under this Section 4.2 shall not be subject to the
Deduction Limitation.
ARTICLE 5
Retirement Benefit
------------------
5.1 RETIREMENT BENEFIT. Subject to the Deduction
Limitation, a Participant who Retires shall receive, as
a Retirement Benefit, his or her Account Balance.
5.2 PAYMENT OF RETIREMENT BENEFITS.
(a) A Participant, in connection with his or her
commencement of participation in the Plan and/or
first allocation to the Stock Rate Account, shall
elect on an Election Form the timing of such
Retirement Benefit. The Participant may change his
or her election to an allowable alternative payout
period by submitting a new Election Form to the
Committee, provided that any such Election Form is
submitted at least 3 years prior to the
Participant's Retirement and is accepted by the
Committee in its sole discretion. The Election
Form most recently accepted by the Committee shall
govern the payout of the Retirement Benefit.
Except as otherwise provided in Section 5.2(c)
below, the lump sum payment shall be made, or
installment payments shall commence, no later than
60 days after the date the Participant Retires.
(b) The portion of the Participant's Account Balance
that is allocated to the Preferred Rate Account
may be paid in a lump sum or in equal monthly
payments (the latter determined in accordance with
Section 3.6 above) over a period of 60, 120 or 180
months.
<PAGE> 19
(c) The portion of the Participant's Account Balance
that is allocated to the Stock Rate Account may be
paid in one or more of the following ways: (i) in
a lump sum; (ii) in a lump sum on January 2 of
the calendar year subsequent to the calendar year
in which the Participant Retired, was Disabled, or
died; (iii) in 5 annual installments; or (iv) in 5
annual installments commencing on January 2 of the
calendar year subsequent to the calendar year in
which the Participant Retired, was Disabled, or
died. If the Stock Rate Account is to be
distributed to the Participant in 5 annual
installments, it first shall be divided into 5
tentative installments. If the tentative
installments are comprised of other than whole
numbers, then the tentative installments shall be
recalculated as follows: (i) the first four
installments shall be rounded down to whole
numbers, and (ii) the payment of any fractional
amounts shall be deferred until the fifth and
final installment. Any dividend accruing on Stock
during the five year installment period shall be
credited to the Stock Rate Account as if it
contained shares of Stock, with the dividend then
being reinvested in Stock and accrued until the
fifth installment.
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a
Participant dies after Retirement but before the Retire-
ment Benefit is paid in full, the Participant's unpaid
Retirement Benefit payments shall continue and shall be
paid to the Participant's Beneficiary (a) over the
remaining number of months and in the same amounts as
that benefit would have been paid to the Participant had
the Participant survived, or (b) in a lump sum, if
requested by the Beneficiary and allowed in the sole
discretion of the Committee, that is equal to the
Participant's unpaid remaining Account Balance.
ARTICLE 6
Pre-Retirement Survivor Benefit
-------------------------------
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the
Deduction Limitation, and except as provided in Section
6.3 below, if a Participant dies before he or she
Retires, experiences a Termination of Employment or
suffers a Disability, the Participant's Beneficiary
shall receive a Pre-Retirement Survivor Benefit equal to
the Participant's Account Balance.
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFITS. A
Participant, in connection with his or her commencement
of participation in the Plan, shall elect on an Election
<PAGE> 20
Form whether the Pre-Retirement Survivor Benefit shall
be received by his or her Beneficiary in a lump sum or
in installment payments (the latter determined in
accordance with Section 5.2 above). The Participant
may change this election to an allowable
alternative payout period by submitting a new Election
Form to the Committee, which form must be accepted by
the Committee in its sole discretion. The Election Form
most recently accepted by the Committee prior to the
Participant's death shall govern the payout of the
Participant's Pre-Retirement Survivor Benefit. Despite
the foregoing, if the Participant's Account Balance at
the time of his or her death is less than $25,000, or
the Beneficiary petitions the Committee for a lump sum
payment, payment of the Pre-Retirement Survivor Benefit
may be made, in the sole discretion of the Committee, in
a lump sum or in installment payments that do not exceed
five years in duration. The lump sum payment shall be
made, or installment payments shall commence, no later
than 60 days after the date the Committee is provided
with proof that is satisfactory to the Committee of the
Participant's death.
6.3 RESTRICTION IN THE EVENT OF SUICIDE OR FALSELY PROVIDED
INFORMATION. In the event of a Participant's suicide
within 2 years after the Participant first becomes a
Participant, or in the event the Participant's death is
determined to be from a bodily or mental cause or
causes, the information about which was withheld,
knowingly concealed, or falsely provided by the
Participant if requested to furnish evidence of good
health, the Pre-Retirement Survivor Benefit shall be
equal to the sum of the Participant's Annual Deferral
Amounts, without interest and without all Employer
Matching Amounts, all determined as of his or her date
of death.
ARTICLE 7
Termination Benefit
-------------------
7.1 TERMINATION BENEFITS. Subject to the Deduction
Limitation, if a Participant experiences a Termination
of Employment prior to his or her Retirement, death or
Disability, the Participant shall receive a Termination
Benefit, which shall be equal to the Participant's
vested Account Balance, with interest credited in the
manner provided in Section 3.5 above, but using the
applicable interest rate set forth in the following
schedule:
<PAGE> 21
COMPLETION OF YEARS OF PLAN PARTICIPATION APPLICABLE RATE
Less than five years Crediting Rate
Five or more years Preferred Rate
Despite the foregoing schedule, if the Participant was a
participant in the 1985 Hecla Mining Company Deferred
Compensation Plan for Executive Officers, then for
purposes of this Section 7.1, he or she shall be treated
as having completed five Years of Plan Participation at
the time of his or her commencement of participation in
this Plan.
7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit
shall be paid in a lump sum within 60 days of the
Termination of Employment.
ARTICLE 8
Disability Waiver and Benefit
-----------------------------
8.1 DISABILITY WAIVER.
(a) ELIGIBILITY. By participating in the Plan,
all Participants are eligible for this waiver.
(b) WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF
DISABILITY. A Participant who is determined by
the Committee to be suffering from a Disability
shall be excused from fulfilling that portion of
the Annual Deferral Amount commitment that would
otherwise have been withheld from a Participant's
Base Annual Salary and/or Annual Bonus for the
Plan Year during which the Participant first
suffers a Disability. During the period of
Disability, the Participant shall not be allowed
to make any additional deferral elections.
(c) RETURN TO WORK. If a Participant returns to
employment with an Employer after a Disability
ceases, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following
his or her return to employment and for every Plan
Year thereafter while a Participant in the Plan;
provided such deferral elections are otherwise
allowed and an Election Form is delivered to and
accepted by the Committee for each such election
in accordance with Section 3.3 above.
8.2 DISABILITY BENEFIT. A Participant suffering a
Disability shall, for benefit purposes under this Plan,
continue to be considered to be employed and shall be
eligible for the benefits provided for in Articles 4, 5,
6 or 7 in accordance with the provisions of those
<PAGE> 22
Articles. Notwithstanding the above, the Committee
shall have the right, in its sole and absolute
discretion and for purposes of this Plan only, to
terminate a Participant's employment at any time after
such Participant is determined to be suffering from a
permanent Disability.
ARTICLE 9
Beneficiary Designation
-----------------------
9.1 BENEFICIARY. Each Participant shall have the right, at
any time, to designate his or her Beneficiary(ies) (both
primary as well as contingent) to receive any benefits
payable under the Plan to a beneficiary upon the death
of a Participant. The Beneficiary designated under this
Plan may be the same as or different from the
Beneficiary designation under any other plan of an
Employer in which the Participant participates.
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A
Participant shall designate his or her Beneficiary by
completing and signing the Beneficiary Designation Form,
and returning it to the Committee or its designated
agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation
Form and the Committee's rules and procedures, as in
effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a
spousal consent, in the form designated by the
Committee, must be signed by that Participant's spouse
and returned to the Committee. Upon the acceptance by
the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be
cancelled. The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his
or her death.
9.3 ACKNOWLEDGMENT. No designation or change in designation
of a Beneficiary shall be effective until received,
accepted and acknowledged in writing by the Committee or
its designated agent.
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided in Sections 9.1, 9.2
and 9.3 above or, if all designated Beneficiaries
predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to
be his or her surviving spouse. If the Participant has
no surviving spouse, the benefits remaining under the
Plan to be paid to a Beneficiary shall be payable to the
<PAGE> 23
executor or personal representative of the Participant's
estate.
9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt
as to the proper Beneficiary to receive payments
pursuant to this Plan, the Committee shall have the
right, exercisable in its discretion, to cause the
Participant's Employer to withhold such payments until
this matter is resolved to the Committee's satisfaction.
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under
the Plan to a Beneficiary shall fully and completely
discharge all Employers and the Committee from all
further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall
terminate upon such full payment of benefits.
ARTICLE 10
Leave of Absence
----------------
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized
by the Participant's Employer for any reason to take a
paid leave of absence from the employment of the
Employer, the Participant shall continue to be
considered employed by the Employer and the Annual
Deferral Amount shall continue to be withheld during
such paid leave of absence in accordance with Section
3.3.
10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized
by the Participant's Employer for any reason to take an
unpaid leave of absence from the employment of the
Employer, the Participant shall continue to be
considered employed by the Employer and the Participant
shall be excused from making deferrals until the earlier
of the date the leave of absence expires or the
Participant returns to a paid employment status. Upon
such expiration or return, deferrals shall resume for
the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral
election, if any, made for that Plan Year. If no
election was made for that Plan Year, no deferral shall
be withheld.
ARTICLE 11
Termination, Amendment or Modification
--------------------------------------
11.1 TERMINATION. Any Employer reserves the right to
terminate the Plan at any time with respect to its
participating Employees by the actions of its board of
directors. Upon the termination of the Plan, all Plan
Agreements of a Participant shall terminate and his or
<PAGE> 24
her Account Balance, determined as if he or she had
experienced a Termination of Employment on the date of
Plan termination or, if Plan termination occurs after
the date upon which the Participant was eligible to
Retire, the Participant had Retired on the date of Plan
termination, shall be paid to the Participant as
follows. Prior to a Change in Control, an Employer
shall have the right, in its sole discretion, and
notwithstanding any elections made by the Participant,
to pay such benefits in a lump sum or in monthly
installments for up to 5 years, with interest or
dividend reinvestments credited during the installment
period as provided in Section 3.8(d). After a Change
in Control, the Employer shall be required to pay such
benefits in a lump sum. The termination of the
Plan shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of
any benefits under the Plan as of the date of
termination; provided however, that the Employer shall
have the right to accelerate installment payments by
paying the present value equivalent of such payments,
using the Crediting Rate for the Plan Year in which the
termination occurs as the discount rate, in a lump sum
or pursuant to a different payment schedule.
11.2 AMENDMENT. Any Employer may, at any time, amend or
modify the Plan in whole or in part with respect to that
Employer by the actions of its board of directors;
provided, however, that no amendment or modification
shall be effective to decrease or restrict the value of
a Participant's Account Balance in existence at the time
the amendment or modification is made, calculated as if
the Participant had experienced a Termination of
Employment as of the effective date of the amendment or
modification, or, if the amendment or modification
occurs after the date upon which the Participant was
eligible to Retire, the Participant had Retired as of
the effective date of the amendment or modification.
The amendment or modification of the Plan shall not
affect any Participant or Beneficiary who has become
entitled to the payment of benefits under the Plan as of
the date of the amendment or modification; provided,
however, that the Employer shall have the right to
accelerate installment payments by paying the present
value equivalent of such payments, using the Crediting
Rate for the Plan Year of the amendment or modification
as the discount rate, in a lump sum or pursuant to a
different payment schedule.
11.3 INTEREST RATE IN THE EVENT OF A CHANGE IN CONTROL AND
INTEREST. If a Change in Control occurs, the applicable
interest rate to be used in determining a Participant's
Preferred Rate Account in connection with a Termination
of Employment after the Change in Control, or a Plan
<PAGE> 25
termination, amendment or modification under Sections
11.1 and 11.2, shall be the Preferred Rate. However,
the Crediting Rate for the applicable Plan Year, and not
the Preferred Rate, shall be used as the discount rate
for determining present value.
11.4 EFFECT OF PAYMENT. The full payment of the applicable
benefit under Articles 5, 6, 7 or 8 of the Plan shall
completely discharge all obligations to a Participant
and his or her designated Beneficiaries under this Plan
and the Participant's Plan Agreement shall terminate.
ARTICLE 12
Administration
--------------
12.1 COMMITTEE DUTIES. This Plan shall be administered by a
Committee which shall consist of the Board, or such
committee as the Board shall appoint. Members of the
Committee may be Participants under this Plan. The
Committee shall also have the discretion and authority
to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration
of this Plan (including, but not limited to, rules
deemed necessary by the Committee to insure compliance
with Rule 16-b of the Securities Exchange Act of 1934)
and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in
connection with the Plan.
12.2 AGENTS. In the administration of this Plan, the
Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees
fit (including acting through a duly appointed
representative) and may from time to time consult with
counsel who may be counsel to any Employer.
12.3 BINDING EFFECT OF DECISIONS. The decision or action of
the Committee with respect to any question arising out
of or in connection with the administration,
interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any
interest in the Plan.
12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify
and hold harmless the members of the Committee against
any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act
with respect to this Plan, except in the case of willful
misconduct by the Committee or any of its members.
12.5 EMPLOYER INFORMATION. To enable the Committee to
perform its functions, each Employer shall supply full
<PAGE> 26
and timely information to the Committee on all matters
relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability,
death or Termination of Employment of its Participants,
and such other pertinent information as the Committee
may reasonably require.
ARTICLE 13
Other Benefits and Agreements
-----------------------------
13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided
for a Participant and Participant's Beneficiary under
the Plan are in addition to any other benefits available
to such Participant under any other plan or program for
employees of the Participant's Employer. The Plan shall
supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be
expressly provided.
13.2 ROLLOVER OF BENEFITS. The Company, in its sole
discretion, may designate that the benefits under any
nonqualified plan sponsored by the Company may be rolled
over to this Plan. If such a designation is made, the
Participant's account balance under that plan shall be
added to his or her Account Balance under this Plan and
any such transferred account balance shall become
subject to the terms and conditions of this Plan. Upon
the completion of that rollover, the Participant's
participation in the deferred compensation plan shall
cease and he or she shall have no further interest in
that plan, unless otherwise specified by the Company.
The Committee, in its sole discretion, shall provide
rules and procedures with respect to any elections or
beneficiary designations that may be required as a
result of the rollover.
ARTICLE 14
Claims Procedures
-----------------
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary
of a deceased Participant (such Participant or
Beneficiary being referred to below as a "Claimant") may
deliver to the Committee a written claim for a
determination with respect to the amounts distributable
to such Claimant from the Plan. If such a claim relates
to the contents of a notice received by the Claimant,
the claim must be made within 60 days after such notice
was received by the Claimant. The claim must state with
particularity the determination desired by the Claimant.
All other claims must be made within 180 days of the
date on which the event that caused the claim to arise
<PAGE> 27
occurred. The claim must state with particularity the
determination desired by the Claimant.
14.2 NOTIFICATION OF DECISION. The Committee shall consider
a Claimant's claim within a reasonable time, and shall
notify the Claimant in writing:
(a) that the Claimant's requested determination has
been made, and that the claim has been allowed
in full; or
(b) that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant's
requested determination, and such notice must set
forth in a manner calculated to be understood by
the Claimant:
(i) the specific reason(s) for the denial of
the claim, or any part of it;
(ii) specific reference(s) to pertinent
provisions of the Plan upon which such
denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to
perfect the claim, and an explanation of
why such material or information is
necessary; and
(iv) an explanation of the claim review
procedure set forth in Section 14.3 below.
14.3 REVIEW OF A DENIED CLAIM. Within 60 days after
receiving a notice from the Committee that a claim has
been denied, in whole or in part, a Claimant (or the
Claimant's duly authorized representative) may file with
the Committee a written request for a review of the
denial of the claim. Thereafter, but not later than
30 days after the review procedure began, the Claimant
(or the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents;
and/or
(c) may request a hearing, which the Committee, in its
sole discretion, may grant.
14.4 DECISION ON REVIEW. The Committee shall render its deci
sion on review promptly, and not later than 60 days
after the filing of a written request for review of the
<PAGE> 28
denial, unless a hearing is held or other special
circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days
after such date. Such decision must be written in a
manner calculated to be understood by the Claimant, and
it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan
provisions upon which the decision was based; and
(c) such other matters as the Committee deems
relevant.
14.5 LEGAL ACTION. A Claimant's compliance with the
foregoing provisions of this Article 14 is a mandatory
prerequisite to a Claimant's right to commence any legal
action with respect to any claim for benefits under this
Plan.
ARTICLE 15
Trust
-----
15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish
the Trust, and the Employers shall at least annually
transfer over to the Trust such assets as the Employers
determine, in their sole discretion, are necessary to
provide for their respective future liabilities created
with respect to the Annual Deferral Amounts and interest
credits for that year.
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The
provisions of the Plan and the Plan Agreement shall
govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of
the Trust shall govern the rights of the Employers,
Participants and the creditors of the Employers to the
assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations
under the Plan. Each Employer's obligations under the
Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer's obligations
under this Agreement.
ARTICLE 16
Miscellaneous
-------------
16.1 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have
no legal or equitable rights, interests or claims in any
<PAGE> 29
property or assets of an Employer. Any and all of an
Employer's assets shall be, and remain, the general,
unpledged unrestricted assets of the Employer. An
Employer's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money
in the future.
16.2 EMPLOYER'S LIABILITY. An Employer's liability for the
payment of benefits shall be defined only by the Plan
and the Plan Agreement, as entered into between the
Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan
Agreement.
16.3 NONASSIGNABILITY. Neither a Participant nor any other
person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of
actual receipt, the amounts, if any, payable hereunder,
or any part thereof, which are, and all rights to which
are expressly declared to be, unassignable and non-
transferable, except that the foregoing shall not apply
to any family support obligations set forth in a court
order. No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the
event of a Participant's or any other person's
bankruptcy or insolvency.
16.4 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions
of this Plan shall not be deemed to constitute a
contract of employment between any Employer and the
Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be
terminated at any time for any reason, or no reason,
with or without cause, and with or without notice,
unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to
give a Participant the right to be retained in the
service of any Employer, or to interfere with the right
of any Employer to discipline or discharge the
Participant at any time.
16.5 FURNISHING INFORMATION. A Participant or his or her
Beneficiary will cooperate with the Committee by
furnishing any and all information requested by the
Committee and take such other actions as may be
requested in order to facilitate the administration of
the Plan and the payments of benefits hereunder,
including but not limited to taking such physical
examinations as the Committee may deem necessary.
<PAGE> 30
16.6 TERMS. Whenever any words are used herein in the
masculine, they shall be construed as though they were
in the feminine in all cases where they would so apply;
and whenever any words are used herein in the singular
or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may
be, in all cases where they would so apply.
16.7 CAPTIONS. The captions of the articles, sections and
paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction
of any of its provisions.
16.8 GOVERNING LAW. Subject to ERISA, the provisions of this
Plan shall be construed and interpreted according to the
laws of the State of Idaho without regard to its
conflicts of laws principles.
16.9 NOTICE. Any notice or filing required or permitted to
be given to the Committee under this Plan shall be
sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the address below:
Hecla Mining Company
Executive Deferral Plan
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
Attn: Jon T. Langstaff
Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or
certification.
Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if
in writing and hand-delivered, or sent by mail, to the
last known address of the Participant.
16.10 SUCCESSORS. The provisions of this Plan shall bind and
inure to the benefit of the Participant's Employer and
its successors and assigns and the Participant and the
Participant's designated Beneficiaries.
16.11 SPOUSE'S INTEREST. The interest in the benefits
hereunder of a spouse of a Participant who has
predeceased the Participant shall automatically pass to
the Participant and shall not be transferable by such
spouse in any manner, including but not limited to such
spouse's will, nor shall such interest pass under the
laws of intestate succession.
16.12 VALIDITY. In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or
<PAGE> 31
invalidity shall not affect the remaining parts hereof,
but this Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted
herein.
16.13 INCOMPETENT. If the Committee determines in its
discretion that a benefit under this Plan is to be paid
to a minor, a person declared incompetent or to a person
incapable of handling the disposition of that person's
property, the Committee may direct payment of such
benefit to the guardian, legal representative or person
having the care and custody of such minor, incompetent
or incapable person. The Committee may require proof of
minority, incompetency, incapacity or guardianship, as
it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment
for the account of the Participant and the Participant's
Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such
payment amount.
16.14 COURT ORDER. The Committee is authorized to make any
payments directed by court order in any action in which
the Plan or the Committee has been named as a party.
16.15 DISTRIBUTION IN THE EVENT OF TAXATION.
(a) GENERAL. If, for any reason, all or any
portion of a Participant's benefit under this Plan
becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee
for a distribution of that portion of his or her
benefit that has become taxable. Upon the grant
of such a petition, which grant shall not be
unreasonably withheld, a Participant's Employer
shall distribute to the Participant immediately
available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall
not exceed a Participant's unpaid Account Balance
under the Plan). If the petition is granted, the
tax liability distribution shall be made within 90
days of the date when the Participant's petition
is granted. Such a distribution shall affect and
reduce the benefits to be paid under this Plan.
(b) TRUST. If the Trust terminates in accordance with
Section 3.6(e) of the Trust and benefits are
distributed from the Trust to a Participant in
accordance with that Section, the Participant's
benefits under this Plan shall be reduced to the
extent of such distributions.
<PAGE> 32
IN WITNESS WHEREOF, the Company has signed this Plan
document as of November 13, 1998.
"Company"
HECLA MINING COMPANY,
a Delaware corporation
By: /s/ Michael B. White
---------------------------
Title: Vice-President
------------------------
<PAGE> 1
EXHIBIT 5
[HECLA LOGO]
6500 Mineral Drive
Coeur d'Alene, ID 83815-8788
(208) 769-4100
December 11, 1998
Hecla Mining Company
6500 Mineral Drive
Coeur d'Alene, Idaho 83815-8788
Re: Registration Statement on Form S-8 of Hecla Mining Company
----------------------------------------------------------
Ladies and Gentlemen:
I am Vice President and General Counsel of Hecla Mining
Company, a Delaware corporation ("the Company"). I have acted as
counsel to the Company in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement")
which relates to the up to 1,000,000 shares of common stock, par
value $.25 per share, and associated preferred share purchase
rights (the "Common Stock"), of the Company, to be issued
pursuant to the Executive Deferral Plan (the "Plan") of the
Company.
In connection with this opinion, I have reviewed the
Registration Statement and the exhibits thereto, and we have
examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements,
certificates of public officials and of officers of the Company,
the Plan and other instruments, and such matters of law and fact
as I have deemed necessary to render the opinion contained
herein.
Based upon and subject to the foregoing, I am of the opinion
that the shares of Common Stock available under the Plan, when
issued, delivered and paid for in accordance with the terms and
conditions of the Plan, will be validly issued, fully paid, and
non-assessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Michael B. White
------------------------------
Michael B. White
Vice President, General Counsel
& Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-8 (File No. 33- ) of our report dated February 5,
1998, on our audits of the consolidated financial statements of
Hecla Mining Company and subsidiaries as of December 31, 1997 and
1996 and for the three years in the period ended December 31,
1997.
PRICEWATERHOUSECOOPERS
Spokane, Washington
December 11, 1998
