Exhibit 10.2(c)
HECLA MINING COMPANY STOCK PLAN FOR NONEMPLOYEE DIRECTORS
as amended July 18, 2002 and February 25, 2004
1. Name of Plan. This plan shall be known as the "Hecla Mining Company
Stock Plan for Nonemployee Directors" and is hereinafter referred to as the
"Plan."
2. Purpose of Plan. The purpose of the Plan is to enable Hecla Mining
Company, a Delaware corporation (the "Corporation"), to attract and retain
qualified persons to serve as directors, to enhance the equity interest of
directors in the Corporation, and to solidify the common interests of its
directors and shareholders in enhancing the value of the Corporation's common
stock, par value $.25 per share (the "Common Stock"). The Plan seeks to
encourage the highest level of director performance by providing such directors
with a proprietary interest in the Corporation's performance and progress by
crediting them with Common Stock annually as part of their annual retainer.
3. Effective Date and Term. The Plan shall be effective as of the date it
is approved by at least a majority of the outstanding shares of Common Stock
present or represented and entitled to vote at a meeting of shareholders of the
Corporation not later than May 30, 1995, and shall remain in effect until July
17, 2012.
4. Eligible Participants. Each member of the Board from time to time who is
not a full-time employee of the Corporation or any of its subsidiaries shall be
a participant ("Participant") in the Plan. Each credit of shares of Common Stock
pursuant to the Plan shall be evidenced by a written agreement duly executed and
delivered by or on behalf of the Corporation and a Participant, if such an
agreement is required by the Corporation to assure compliance with all
applicable laws and regulations.
5. Credit of Shares. (a) Commencing May 30, 1995, as part of the retainer
payable to each Participant for service on the Board, each Participant shall
become entitled to receive shares of Common Stock subject to any applicable
restrictions set forth in Section 6 hereof. Subject to paragraph (b) below, each
Participant shall be credited each year for service on the Board with a number
of shares of Common Stock determined by dividing $10,000 by the average closing
price for the Common Stock on the New York Stock Exchange (or if not listed on
such exchange on any other national securities exchange on which the shares of
Common Stock are listed) for the prior calendar year (the "Stock Retainer"). The
Stock Retainer for each year shall be credited as of May 30 of each year during
the term of the Plan, commencing May 30, 1995.
(b) Any person who becomes a nonemployee director following May 30 of any
year during the term of the Plan, whether by appointment or election as a
director or by change in status from a full-time employee, shall be credited, on
becoming a
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nonemployee director, as a portion of the compensation to be paid to such
Participant until the next Annual Meeting of Shareholders, with a number of
shares of Common Stock equal to the product of the number of shares determined
pursuant to 5(b) above times a fraction, the numerator of which is the number of
full weeks remaining until May 30 of the following year and the denominator of
which is 52; provided that no fractional shares shall be credited and the number
of shares of Common Stock to be credited pursuant to this paragraph (b) shall be
rounded up to the next whole number.
6. Delivery of Shares. (a) All Stock Retainers credited to a Participant,
together with the "Dividend Equivalent Amount" (as defined in paragraph (c)
below) with respect thereto, shall be delivered to the Participant or the
Participant's estate or legal guardian on, or beginning on, the Delivery Date
(as defined in paragraph (b) below), in accordance with this Section 6.
(b) The "Delivery Date" means the first date upon which one of the
following events occurs:
(i) Death of the Participant;
(ii) Disability of the Participant preventing continued service on
the Board;
(iii) Retirement of the Participant from service as a Director of the
Corporation in accordance with the Corporation's By-Laws then in
effect;
(iv) Cessation of service as a Director for any reason other than
those specified in subsections (b)(i), (ii) and (iii) of this
Section 6; or
(v) Change in Control (as hereinafter defined);
(vi) At anytime upon the election of any Participant provided that
the delivery under such election shall be limited to that
portion of the Stock Retainer and related Dividend Equivalent
Amount credited to each Participant under the Plan for at least
24 months prior to delivery.
(c) The "Dividend Equivalent Amount" with respect to any Stock Retainer
means (i) the amount of cash, plus the fair market value as determined by the
Committee (as defined in Section 12) on the date of distribution of any
property, other than stock of the Corporation, plus (ii) any shares of stock of
the Corporation, in each case which the Participant would have received as
dividends or other distributions with respect to the Stock Retainer, if the
Stock Retainer had been delivered to the Participant at the time it was credited
to the Participant under this Plan, plus (iii) interest on the amount described
in clause (i) at a rate equal to the Corporation's cost of funds, from the date
or date(s)
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such dividends or other distributions would have been received through the date
the Stock Retainer is delivered.
(d) If a Participant's Delivery Date is described in clause (iv) or clause
(v) of paragraph (b), all Stock Retainers and all Dividend Equivalent Amounts
with respect thereto shall be delivered at one time, as soon as practicable
after the Delivery Date. If a Participant's Delivery Date is described in clause
(i), clause (ii) or clause (iii) of paragraph (b), the Stock Retainers and the
Dividend Equivalent Amounts with respect thereto shall be delivered at one time,
as soon as practicable after the Delivery Date, unless the Participant has in
effect a valid Installment Delivery Election pursuant to paragraph (e) below to
have the Stock Retainers and Dividend Equivalent Amounts delivered in yearly
installments over five, ten or fifteen years (the "Applicable Delivery Period").
If the Participant does have in effect a valid Installment Delivery Election,
then the Stock Retainers, together with the Dividend Equivalent Amounts with
respect thereto, shall be delivered in equal yearly installments over the
Applicable Delivery Period, with the first such installment being delivered on
the first anniversary of the Delivery Date; provided, that if in order to
equalize such installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole share; and
provided, further, that for purposes of determining the Dividend Equivalent
Amounts with respect to Stock Retainers being delivered in installments, Stock
Retainers shall be deemed to be distributed in the order they were credited to
the Participant (i.e., on a first-in, first-out (FIFO) basis). If any Stock
Retainers and Dividend Equivalent Amounts of a Participant are to be delivered
after the Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing schedules; provided, that if the Participant dies
with a valid Installment Delivery Election in effect, and the legal
representatives of the Participant's estate so request, the Committee (as
defined in Section 12 below) may (but shall not be obligated to) deliver all
remaining undelivered Stock Retainers and Dividend Equivalent Amounts to the
Participant's estate immediately. References to the Participant in this Plan
shall be deemed to refer to the Participant's estate or legal guardian, where
appropriate.
(e) An Installment Delivery Election means a written election by a
Participant, on such form as may be prescribed by the Committee (as defined in
Section 12 below), to receive delivery of Stock Retainers and Dividend
Equivalent Amounts in installments over a period of five, ten or fifteen years,
as more fully described in paragraph (d) above. Once made, an Installment
Delivery Election may be superseded by another Installment Delivery Election or
revoked in writing by a Participant. However, in order for any initial or
superseding Installment Delivery Election or revocation thereof to be valid, it
must be received by the Committee (i) before a Delivery Date described in clause
(i) of paragraph (b) above, (ii) at least one year before a Delivery Date
described in clause (ii) of paragraph (b) above, and (iii) at least three years
before a Delivery Date described in clause (iii) of paragraph (b) above. In the
case of multiple Installment Delivery Elections and/or revocations by any
Participant, the most recent valid Installment Delivery Election or revocation
in effect as of the Delivery Date shall be controlling.
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(f) The Corporation may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, the "Trust") to
assist it in accumulating the shares, cash and other property needed to fulfill
its obligations under this Section 6. On each date when a Stock Retainer is
credited to a Participant, the Corporation shall contribute such Stock Retainer
to the Trust. However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the Plan shall be as
general creditors of the Corporation, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers and
payments of cash and other property to Participants from the Trust shall, to the
extent thereof, be treated as satisfying the Corporation's obligations under
this Section 6.
7. Share Certificates; Voting and Other Rights. The certificates for shares
delivered to a Participant or the trustee of the Trust, if any (the "Trustee"),
pursuant to Section 6 above shall be issued in the name of the Participant or
the Trustee, as the case may be, and the Participant or the Trustee, as the case
may be, shall be entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his name, including the right to vote the
shares, and the Participant or the Trustee, as the case may be, shall receive
all dividends and other distributions paid or made with respect thereto.
8. Change in Control. A "Change in Control" shall be deemed to have
occurred if any of the following events shall have happened:
(i) An 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 (1) the then outstanding shares
of Common Stock of the Corporation (the "Outstanding Corporation
Common Stock") or (2) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the "Outstanding Corporation
Voting Securities"); excluding, however, the following: (1) Any
acquisition directly from the Corporation, other than an acquisition
by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the
Corporation, (2) Any acquisition by the Corporation, (3) Any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation, or (4) Any acquisition by any corporation pursuant to a
transaction which complies with clauses (1), (2) and (3) of subsection
(iii) of this Section 8; or
(ii) A change in the composition of the Board such that the individuals
who, as of the effective date of the Plan, constitute the Board (such
Board shall be
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hereinafter referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided however, for
purposes of this Section 8, that any individual who becomes a member
of the Board subsequent to the effective date of the Plan, whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of those
individuals who are members of the Board and who were also members of
the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual was a member of the
Incumbent Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board shall not be so considered as a member of
the Incumbent Board; or
(iii) The consummation by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation
("Corporate Transaction") or, if consummation of such Corporate
Transaction is subject, at the time of such approval by shareholders,
to the consent of any government or governmental agency, obtaining of
such consent (either explicitly or implicitly by consummation);
excluding however, such a Corporate Transaction pursuant to which (1)
all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the 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 resulting from such
Corporate Transaction (including, without limitation, a corporation
which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no
Person (other than the Corporation, any employee benefit plan (or
related trust) of the Corporation or such corporation resulting from
such Corporate Transaction) will beneficially own, directly or
indirectly, 20% or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the
election of directors except to the extent that such ownership existed
prior to the Corporate Transaction and (3)
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individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or
(iv) The approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
9. General Restrictions. (a) Notwithstanding any other provision of the
Plan or agreements made pursuant thereto, the Corporation shall not be required
to issue or deliver any certificate or certificates for shares of Common Stock
under the Plan prior to fulfillment of all of the following conditions:
(i) Listing or approval for listing upon notice of issuance of such
shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market
for the Common Stock;
(ii) Any registration or other qualification of such shares of the
Corporation under any state or federal law or regulation, or
maintaining in effect any such registration or other
qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable; and
(iii) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel,
determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements for the Participants.
10. Shares Available. Subject to Section 11 below, the maximum number of
shares of Common Stock which may be credited as Stock Retainers pursuant to the
Plan is 1,000,000. Shares of Common Stock issuable under the Plan shall be taken
from authorized but unissued shares or from treasury shares of the Corporation
as shall from time to time be necessary for issuance pursuant to the Plan.
11. Change in Capital Structure. In the event of any change in the Common
Stock by reason of any stock dividend, stock split, combination of shares,
exchange of shares, warrants or rights offering to purchase Common Stock at a
price below its fair market value, reclassification, recapitalization, merger,
consolidation or other change in capitalization, appropriate adjustment shall be
made by the Committee (as defined in Section 12 below) in the number and kind of
shares subject to the Plan and any other relevant provisions of the Plan, whose
determination shall be binding and conclusive on all persons.
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12. Administration; Amendment. (a) The Plan shall be administered by a
committee consisting of the Chief Executive Officer, the Treasurer, the
Controller, and the General Counsel of the Corporation (the "Committee"), which
shall have full authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to take all
such actions and make all such determinations in connection with the Plan as it
may deem necessary or desirable.
(b) The Board may from time to time make such amendments to the Plan as it
may deem proper and in the best interest of the Corporation without further
approval of the Corporation's shareholders, provided that to the extent required
to qualify transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act ("Rule 16b-3"), no amendment to the Plan
shall be adopted without further approval of the Corporation's shareholders in
the manner prescribed in Section 3 hereof and, provided further, that if and to
the extent required for the Plan to comply with Rule 16b-3, no amendment to the
Plan shall be made more than once in any six-month period that would change the
amount, price or timing of the grants of Common Stock hereunder other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
(c) The Board may terminate the Plan at any time.
(d) Notwithstanding any other provision of the Plan, neither the Board nor
the Committee shall be authorized to exercise any discretion with respect to the
selection of persons eligible to receive grants under the Plan or concerning the
amount or timing of grants under the Plan.
13. Miscellaneous. (a) Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any director for reelection by
the Corporation's shareholders or to limit the rights of the shareholders to
remove any director.
(b) The Corporation shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the Plan, payment by a
Participant of any taxes required by law with respect to the issuance or
delivery of such shares.
14. Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.
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