Exhibit 10.18
AMENDING AGREEMENT
THIS AGREEMENT dated effective the 1st day of December, 1998,
BETWEEN:
ARCTIC PRECIOUS METALS, INC.
5501 Lakeview Drive, Kirkland, Washington, 98033
("Arctic")
- and -
JOHN R. SMRKE
530 Overlake Drive East, Medina, Washington, 98039
(the "Employee")
- and -
ROYAL OAK MINES INC.
BCE Place, Suite 2500, 181 Bay Street, Toronto,
Ontario M5J 2T7
("Royal Oak")
WHEREAS:
A) Arctic, Royal Oak and the Employee entered into a written agreement
effective the 21st day of July, 1995, as amended on the 16th day of
February, 1996, to record the terms and conditions of their employment
relationship (the "Employment Agreement),
B) Arctic and Royal Oak wish to amend the Employment Agreement on the
terms and conditions hereinafter set forth to entice the Employee to
continue his employment with Arctic throughout the restructuring of
Royal Oak, and to assist Royal Oak to avoid seeking the protection of
bankruptcy and insolvency legislation thereby protecting shareholder
value, and
C) Arctic and Royal Oak believe it is in their best interest to enter into
this Amending Agreement,
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the following
mutual provisions and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each party), the parties
covenant and agree as follows:
2
ARTICLE 1
AMENDING PROVISIONS
1.1 The parties hereby covenant and agree to amend the Employment Agreement
as follows:
a) Subparagraph 6(b.1) be added as follows:
"(b.1) TERMINATING EVENT BY NOTEHOLDERS
In the course of restructuring Royal Oak, in the
event that one or more holders or former holders of
Royal Oak's Secured 12.75% Senior Subordinated Notes
due 2006 (the "Noteholders") or any associate or
affiliate thereof and/or any person or persons acting
jointly or in concert with any one or more of the
Noteholders or the associates or affiliates of any
one or more of the Noteholders, whether directly or
indirectly:
i. acquire(s) beneficial ownership or control and
direction over the securities of Royal Oak which
represent or which are convertible or exchangeable
into securities of Royal Oak which represent or
would, upon conversion or exchange, represent 50% or
more of the total number of votes attached to Royal
Oak's then outstanding securities entitled to be
voted on the election of directors of Royal Oak;
ii. acquire(s) or otherwise hold(s) the right to elect,
appoint or nominate for election as, directors of
Royal Oak, such number of persons as is equal to or
greater than 30% of the number of directors of Royal
Oak holding office as directors of Royal Oak
immediately prior to such right being acquired or
held; or
iii. cause the dismissal (including without limitation,
constructive dismissal) of Margaret K. Witte as
Chairman or the Board of Directors of Royal Oak,
(Clauses i., ii. and iii. above are hereinafter
referred to individually or collectively as a
"Terminating Event")
the Employee shall have the option, exercisable
within 30 days of the Terminating Event, of
terminating this Agreement and his employment
hereunder, immediately on delivery to Arctic and
Royal Oak of a notice in writing (the "Terminating
Notice"). If the Employee so terminates this
Agreement pursuant to this subparagraph (b.1):
(A) Arctic shall pay the Employee, within 10
days of delivery to it of the Termination
Notice, an amount equal to the sum of 24
months base salary.
(B) Arctic shall pay the Employee, within 10
days of delivery to it of the Termination
Notice, an amount equal to any bonus earned
by the Employee, but not paid.
3
(C) Arctic shall permit the Employee to continue
to participate for 18 months in Arctic's
fringe benefits as set out in subparagraph
5(b) herein (the "Fringe Benefits") under
its then existing plans for an 18 month
period following the Terminating Notice
followed by payment to the Employee of a
lump sum equal to Arctic's cost of
maintaining the Employee on the Fringe
Benefits under its then existing plans for a
six month period.
In the event that any or all Fringe Benefits
carriers do not permit the Employee and/or
his family to participate in any Fringe
Benefit following his termination from
Arctic, Arctic hereby covenants and agrees
to obtain an equivalent Fringe Benefit plan
at substantially the same cost for the
Employee and his family, in which event
Arctic's obligations for payment as set out
above will continue to the same extent as if
the Employee continued to participate in
Arctic's Fringe Benefits.
(D) Arctic and Royal Oak shall provide the
Employee with the right to immediately
exercise all approved outstanding options,
subject to confirmation of Exchange approval
as specified in each Stock Option
Agreement."
1.2 Except to the extent specifically amended hereby, the parties confirm
the provisions of the Employment Agreement.
IN WITNESS WHEREOF this Amending Agreement has been executed and delivered by
the parties effective the date first above written.
ARCTIC PRECIOUS METALS, INC. ROYAL OAK MINES INC.
c/s c/s
Per:_______________________________ Per:__________________________
Authorized Signatory Authorized Signatory
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
- ----------------------------------- --------------------------
Witness JOHN R. SMRKE