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 | 2007 |
Articles of Agreement
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Articles of Agreement
Articles of Agreement (83K)
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| 2001 |
Certificate of Designation
Certificate of Designation (17K)
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STILLWATER MINING COMPANY
CERTIFICATE OF DESIGNATION
OF THE VOTING POWERS, DESIGNATION,
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS OF THE
SERIES A PREFERRED STOCK
----------
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
----------
. . .
376787
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| 2004 |
Certification
Certification (3K)
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376708
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| 2004 |
Certification
Certification (3K)
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| 2003 |
Confidentiality Agreement
Confidentiality Agreement (29K)
Doc #170411: Click preview link for longer preview.
Stillwater Mining Company
737 Palladium Place
Columbus, Montana 59019
August 27, 2002
MMC Norilsk Nickel
22 Voznesensky Pereulok
Moscow, 103009, Russia
CONFIDENTIALITY AGREEMENT
Dear Sirs:
In connection with your possible interest in a transaction (the Transaction) involving Stillwater Mining Company (the Company), we expect that you will request that we or our representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All information (whether written (whether or not labeled) or oral) related to the Company or the Transaction furnished (whether before or after the date hereof) by us or our directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, our Representatives) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or your potential sources of financing for the Transaction (collectively, your Representatives) and all analyses, compilations, forecasts, studies, notes or other documents prepared by you or your Representatives in connection with your or their review of, or your interest in, the Transaction which contain or reflect any such information is hereinafter referred to as the Information. The Company shall use reasonable efforts to label written Information as confidential. The term Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives or (ii) is or becomes available to you on a nonconfidential basis from a source (other than us or our Representatives) which, to the best of your knowledge after due inquiry, is not prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation to us.
Accordingly, you hereby agree that:
1.
You and your Representatives (i) will keep the Information confidential and will not (except as required in the opinion of outside counsel by applicable law, regulation or legal process, and only after compliance with paragraph 3 below),
without our prior written consent, disclose any Information in any manner whatsoever, and (ii) will not use any Information other than to evaluate the Transaction; provided, however, that you may reveal the Information to your Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by you of the confidential nature of the Information and (c) who agree to act in accordance with the terms of this letter agreement. You will cause your Representatives to observe the terms of this letter agreement, and you will be responsible for any breach of this letter agreement by any of your Representatives.
2.
You and your Representatives will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3 below), without our prior written consent, disclose to any person the fact that the Information exists or has been made available, that you are considering the Transaction or any other transaction involving the Company, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Company or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof.
3.
In the event that you or any of your Representatives are required pursuant to applicable law, regulation or legal process to disclose any of the Information, you will notify us promptly so that we may promptly seek a protective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is timely obtained, or that the Company waives compliance with the terms of this letter agreement, you will furnish only that portion of the Information which you believe, after consulting with outside counsel, is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. In addition, to the extent legally permissible, you will provide the Company, in advance of any such disclosure, with copies of any Information you intend to disclose (and, if applicable, the text of any disclosure language, statement or announcement) and will reasonably cooperate with the Company to the extent it may seek to limit such disclosure. A disclosure made in compliance with this paragraph will not relieve you of any liability you may have for other disclosures not permitted by this letter agreement.
4.
If you determine not to proceed with the Transaction, you will promptly inform us of that decision and, in that case, and at any time upon the request of the Company or any of our Representatives, you will either (i) promptly destroy all copies of the written Information in your or your Representatives possession (other than your own internal analyses and any reports relating to a Transaction), or (ii) promptly
170411
| | MMC Norilsk Nickel
|
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| 2003 |
Confidentiality Agreement
Confidentiality Agreement (29K)
Doc #376731: Click preview link for longer preview.
Stillwater Mining Company
737 Palladium Place
Columbus, Montana 59019
August 27, 2002
MMC Norilsk Nickel
22 Voznesensky Pereulok
Moscow, 103009, Russia
CONFIDENTIALITY AGREEMENT
Dear Sirs:
In connection with your possible interest in a transaction (the �Transaction�) involving Stillwater Mining Company (the �Company�), we expect that you will request that we or our representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All information (whether written (whether or not labeled) or oral) related to the Company or the . . .
376731
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| 2003 |
Consulting Agreement
Consulting Agreement (23K)
Doc #376744: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}3
{FILENAME}d04391exv10w31.txt
{DESCRIPTION}EX-10.31 CONSULTING AGREEMENT
{TEXT}
{PAGE}
STILLWATER MINING COMPANY
--------------------------------------------------------------------------------
Consulting Agreement
for Stephen Kearney
--------------------------------------------------------------------------------
{PAGE}
STILLWATER MINING COMPANY
Consulting Agreement
for Stephen Kearney
{TABLE}
{CAPTION}
Page
-----
{S} {C}
1. Definitions................................................................... 1
2. Consulting Services........................................................... 2
3. Compensation for Consulting Services.......................................... 2 - 3
4. Payments Due Upon Termination of Consulting Agreement......................... 3
5. Covenant Not to Compete; Nonsolicitation; Disclosure.......................... 3 - 4
6. Confidentiality; Non-Disparagement............................................ 4 - 5
7. Release....................................................................... 5
8. Remedies...................................................................... 5
9. Assistance in Litigation...................................................... 5
10. Successors.................................................................... 5 - 6
11. Notices....................................................................... 6
12. Interpretation................................................................ 6
13. Arbitration................................................................... 6
14. Other Benefits................................................................ 6
15. No Duty to Mitigate........................................................... 6
{/TABLE}
{PAGE}
STILLWATER MINING COMPANY
Consulting Agreement
for Stephen Kearney
THIS CONSULTING AGREEMENT by and between STILLWATER MINING
COMPANY, a Delaware corporation (the "Company"), and Stephen Kearney ("Kearney")
shall become effective as of December 31, 2001 (the "Effective Date").
W I T N E S S E T H
WHEREAS, the Company wishes to retain Kearney's services as a
Management Specialist-Consultant and Kearney desires to accept the benefits and
obligations of this Consulting Agreement during the period, which consulting
services are to be provided hereunder, subject to the terms and conditions
herein set forth.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein, and other good and valuable consideration the
receipt and adequacy of which the Company and Kearney hereby acknowledge, the
Company and Kearney hereby agree as follows:
1. DEFINITIONS.
(a) "Cause" shall mean (i) misfeasance or nonfeasance of
duty by Kearney that was intended to or does injure the reputation of Company or
its business or relationships; (ii) conviction of, or a plea of guilty or nolo
contendere by Kearney to, any felony or crime; (iii) Kearney's failure to
substantially perform his duties under this Consulting Agreement (except by
reason of his Disability) after written notice from the Board and 15 days to
cure such failure; (iv) dishonesty by Kearney in the performance of his duties
under this Consulting Agreement; (v) willful and material breach of the
restrictive covenants contained in this Consulting Agreement; or (vi) any
violation by Kearney of his fiduciary obligations as a member of the Company's
Board of Directors (the "Board").
(b) "Disability" means that Kearney has, in the Company's
reasonable judgment, become physically or mentally incapacitated, and as a
result, is or will be unable to perform his duties for a period of ninety (90)
days or more.
(c) "Voluntary Termination" means a termination by
Kearney of his consulting arrangement with the Company at his own initiative
other than due to his death or disability.
1
{PAGE}
2. CONSULTING SERVICES.
The provisions of this Section 2 will apply during the
Consulting Term:
(a) Consulting Term. For purposes of this Consulting
Agreement, the Consulting Term shall be the period from the Effective Date until
the earliest of (i) the first anniversary of such Effective Date (unless
extended by mutual agreement of the parties), (ii) any termination of the
consulting arrangements by Kearney, or (iii) any termination of Kearney's
provision of consulting services by the Company.
(b) Provision of Consulting Services by Kearney. During
the Consulting Term, Kearney shall consult with the Company for approximately
50% of the hours worked by the Chief Executive Officer during the same time
period, or 20 hours per week, whichever is greater. The Board, a Board
committee, or the Chief Executive Officer, shall specify matters as to which
Kearney shall consult. Such services shall be performed at the location (or
locations) deemed appropriate by the Company or any of the above individuals.
(c) Company Support. The Company will provide office
space reasonably acceptable to Kearney for use in the performance of his
consulting services, together with secretarial assistance and other facilities
and amenities customary for the support of a provider of executive level
services to the Company.
(d) Non-Exclusive Commitment. Except to the extent
Kearney is limited under Sections 5 and 6, this Consulting Agreement and
Kearney's commitment under this Section 2 shall not restrict or limit Kearney
during or after the Consulting Term (i) in making personal investments which are
not in conflict with his duties to the Company and managing personal and family
financial and legal affairs, (ii) in undertaking public speaking engagements,
and (iii) in serving as a director of (or similar position with) any other
business or any educational, charitable, community, civic, religious, or similar
type of organization, so long as such activities do not preclude or render
unlawful Kearney's consulting service to the Company or otherwise materially
inhibit the performance of Kearney's duties under this Consulting Agreement or
materially impair the business of the Company or its subsidiaries.
3. COMPENSATION FOR CONSULTING SERVICES.
As compensation for the services to be rendered hereunder by
Kearney during the Consulting Term, the Company agrees to pay to Kearney the
compensation set forth in this Section 3:
(a) Consulting Fee. During the Consulting Term, the
Company will pay to Kearney during the Consulting Term a monthly cash-consulting
376744
| | Stephen Kearney
|
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| 2006 |
Conversion Valuation Appraisal Report
Conversion Valuation Appraisal Report (155K)
Doc #2608493: Click preview link for longer preview.
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Polonia Bancorp
Huntingdon Valley, Pennsylvania
As Of:
August 29, 2006
Prepared By:
Keller & Company, Inc.
555 Metro Place North
Suite 524
Dublin, Ohio 43017
(614) 766-1426
KELLER & COMPANY
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Polonia Bancorp
Huntingdon Valley, Pennsylvania
As Of:
August 29, 2006
KELLER & COMPANY, INC.
Financial Institution Consultants
Investment and Financial Advisors
. . .
2608493
|
Crown Holdings
As referenced in this Conversion Valuation Appraisal Report:
Crown Holdings Inc – listed below.
Employer
Business
Comcast
Cable TV/Internet Provider
CIGNA
Insurance Company
Lincoln Financial Group
Insurance Company
Sunoco
Energy Company
Aramark
Food Services
30
Description of Primary Market Area (cont.)
Crown Holdings Inc .
Packing Company
Rohn and Haas Company
Specialty Chemicals
Glaxo SmithKline
Pharmaceuticals
Boeing
Helicopters Division
Pep Boys
Automotive Parts
Unemployment rates are another key economic indicator. Exhibit 29 shows the
_____________
dt 1618732
;
NYU
As referenced in this Conversion Valuation Appraisal Report:
New York University – project design.
Mr. Shaffer graduated from Syracuse University with a B.S. in Business Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics from New York University .
EXHIBIT B
RB 20
CERTIFICATION
I hereby certify that I have not been the subject of any criminal, civil or administrative judgments, consents, undertakings or orders, or any past
_____________
dt 1634220
;
|
 BNY
As referenced in this Conversion Valuation Appraisal Report:
Bank of New York – as a lending officer for a large real estate investment trust, specializing in construction and development loans. Having gained experience in loan underwriting, management and workout, he later joined Chemical Bank of New York and was appointed Vice President for Loan Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical, he managed all commercial and residential loan servicing, administering a portfolio in excess
_____________
dt 1694501
;
Elmira Savings
As referenced in this Conversion Valuation Appraisal Report:
(Elmira Savings Bank) – 107.06 percent, respectively. The full comparable group indicated a moderately wide range, from a low of 96.12 percent (First Bancshares, Inc.) to a high of 175.78 percent (Elmira Savings Bank) . The comparable group had moderately higher average and median price to tangible book value ratios of 124.64 percent and 116.46 percent, respectively, with the range of 97.
_____________
dt 1613314
;
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| 2004 |
Credit Agreement
Credit Agreement (486K)
Doc #376690: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}d17335exv10w2.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
EXECUTION COPY
$180,000,000
CREDIT AGREEMENT
dated as of August 3, 2004,
among
STILLWATER MINING COMPANY,
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTIES HERETO,
as the Lenders,
U.S. BANK NATIONAL ASSOCIATION,
as Documentation Agent,
TORONTO DOMINION (TEXAS), INC.,
as Administrative Agent,
and
TD SECURITIES (USA) INC.,
as the Lead Arranger.
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................... 2
SECTION 1.1. Defined Terms............................................................... 2
SECTION 1.2. Use of Defined Terms........................................................ 40
SECTION 1.3. Cross-References; Interpretation............................................ 40
SECTION 1.4. Accounting and Financial Determinations..................................... 40
ARTICLE II COMMITMENTS, BORROWING AND ISSUANCe PROCEDURES, NOTES AND LETTERS OF CREDIT............... 41
SECTION 2.1. Commitments................................................................. 41
SECTION 2.1.1. Revolving Loan Commitment........................................... 41
SECTION 2.1.2. Letter of Credit Commitment......................................... 41
SECTION 2.1.3. Term Loan Commitment................................................ 41
SECTION 2.1.4. Lenders Not Permitted or Required to Make Loans..................... 41
SECTION 2.1.5. Issuer Not Permitted or Required to Issue Letters of Credit......... 42
SECTION 2.1.6. Incremental Term Loan Commitment.................................... 42
SECTION 2.2. Reduction of the Commitment Amounts......................................... 42
SECTION 2.3. Borrowing Procedures........................................................ 42
SECTION 2.3.1. Borrowing Procedure................................................. 43
SECTION 2.4. Continuation and Conversion Elections....................................... 43
SECTION 2.5. Funding..................................................................... 43
SECTION 2.6. Issuance Procedures......................................................... 44
SECTION 2.6.1. Other Lenders' Participation........................................ 44
SECTION 2.6.2. Disbursements....................................................... 45
SECTION 2.6.3. Reimbursement....................................................... 45
SECTION 2.6.4. Deemed Disbursements................................................ 45
SECTION 2.6.5. Nature of Reimbursement Obligations................................. 46
SECTION 2.6.6. Credit-Linked Deposit Account....................................... 46
SECTION 2.6.7. Return of Credit-Linked Deposits.................................... 47
SECTION 2.7. Loan Accounts; Notes........................................................ 48
SECTION 2.8. Increase in Term Loan Commitments........................................... 48
SECTION 2.9. Increase in Revolving Loan Commitments...................................... 51
{/TABLE}
-i-
{PAGE}
TABLE OF CONTENTS
(Continued)
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES................................................ 52
SECTION 3.1. Repayments and Prepayments; Application..................................... 52
SECTION 3.1.1. Repayments and Prepayments.......................................... 52
SECTION 3.1.2. Application......................................................... 54
SECTION 3.2. Interest Provisions......................................................... 55
SECTION 3.2.1. Rates............................................................... 55
SECTION 3.2.2. Post-Maturity Rates................................................. 55
SECTION 3.2.3. Payment Dates....................................................... 55
SECTION 3.3. Fees........................................................................ 56
SECTION 3.3.1. Commitment Fee...................................................... 56
SECTION 3.3.2. Agent's Fee......................................................... 56
SECTION 3.3.3. Letter of Credit Fee................................................ 56
ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS.................................................... 57
SECTION 4.1. LIBO Rate Lending Unlawful.................................................. 57
SECTION 4.2. Deposits Unavailable........................................................ 57
SECTION 4.3. Increased LIBO Rate Loan Costs, etc......................................... 57
SECTION 4.4. Funding Losses.............................................................. 58
SECTION 4.5. Increased Capital Costs..................................................... 58
SECTION 4.6. Taxes....................................................................... 59
SECTION 4.7. Payments, Computations, etc................................................. 61
SECTION 4.8. Sharing of Payments......................................................... 61
SECTION 4.9. Setoff...................................................................... 62
SECTION 4.10. Change of Lending Office.................................................... 62
SECTION 4.11. Replacement of Lenders...................................................... 62
SECTION 4.12. Existing Letters of Credit.................................................. 63
ARTICLE V CONDITIONS TO CREDIT EXTENSIONS........................................................... 64
SECTION 5.1. Initial Credit Extension.................................................... 64
SECTION 5.1.1. Resolutions, etc.................................................... 64
SECTION 5.1.2. Closing Date Certificate............................................ 64
SECTION 5.1.3. Delivery of Notes................................................... 64
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
(Continued)
{TABLE}
{CAPTION}
PAGE
{S} {C}
SECTION 5.1.4. Payment of Outstanding Indebtedness, etc............................ 65
SECTION 5.1.5. Closing Fees, Expenses, etc......................................... 65
SECTION 5.1.6. Financial Information, etc.......................................... 65
SECTION 5.1.7. Compliance Certificate.............................................. 65
SECTION 5.1.8. Due Diligence by Mining Consultant.................................. 65
SECTION 5.1.9. Mine Plans.......................................................... 66
SECTION 5.1.10. Solvency, etc....................................................... 66
SECTION 5.1.11. Security Agreements................................................. 66
376690
|
BNY
As referenced in this Credit Agreement:
Bank of New York; – System arranged by
federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York; or
(b) if such rate is not so published for any day which is a Business
Day, the average of the quotations for such day on such transactions
received
_____________
dt 1583400
;
JPMorgan Chase
As referenced in this Credit Agreement:
JPMorgan Chase
Bank – Palladium Depository Arrangement. The
Administrative Agent shall have received documentation, in form and substance
reasonably satisfactory to the
-69-
{PAGE}
Administrative Agent, that the Norilsk Palladium is being held by JPMorgan Chase
Bank pursuant to an arrangement that would satisfy the Borrower's obligations
under Section 7.1.17.
SECTION 5.1.23. Information pursuant to Terrorism Laws. The Borrower shall
have supplied
_____________
JPMorgan
Chase Bank – by both S&P and Moody's.
SECTION 7.1.17. Norilsk Palladium. Prior to the sale of any Norilsk
Palladium, possession of such Norilsk Palladium shall be maintained by JPMorgan
Chase Bank or any other Person consented to by the Administrative Agent (the
"Depository"), for the benefit of the Borrower (as beneficial owner) and the
Administrative Agent (as agent for the Secured
_____________
dt 1404861
;
|
Toronto-Dominion
As referenced in this Credit Agreement:
Toronto-Dominion Bank
– such Credit-Linked Revolving Loan Lender to the Issuer
under this Section 2.6. For purposes of perfecting such security interest, each
Credit-Linked Revolving Loan Lender hereby instructs The Toronto-Dominion Bank
as the bank in which the Credit-Linked Deposits are maintained, and The
Toronto-Dominion Bank hereby agrees, to follow the instructions of the
Administrative Agent in respect of
_____________
Toronto-Dominion Bank – of perfecting such security interest, each
Credit-Linked Revolving Loan Lender hereby instructs The Toronto-Dominion Bank
as the bank in which the Credit-Linked Deposits are maintained, and The
Toronto-Dominion Bank hereby agrees, to follow the instructions of the
Administrative Agent in respect of the Credit-Linked Deposit of such
Credit-Linked Revolving Loan Lender without further consent by such
Credit-
_____________
Toronto-Dominion Bank, – with a copy to:
TD Securities (USA) Inc.
31 West 52nd Street
New York, New York 10019
Attention: William Hunter
Telephone: (212) 827-7565
Facsimile: (212) 827-7245
and
The Toronto-Dominion Bank,
Royal Trust Tower,
77 King Street West 18th Floor
Toronto, Ontario M5K 1A2
Attention: Ian Murray
Telephone: (416) 982-2296
Facsimile: (416) 307-3826
{PAGE}
LENDERS:
TORONTO DOMINION (TEXAS),
_____________
dt 1447747
;
U.S. Bank, NA
As referenced in this Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION, – 180,000,000
CREDIT AGREEMENT
dated as of August 3, 2004,
among
STILLWATER MINING COMPANY,
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTIES HERETO,
as the Lenders,
U.S. BANK NATIONAL ASSOCIATION,
as Documentation Agent,
TORONTO DOMINION (TEXAS), INC.,
as Administrative Agent,
and
TD SECURITIES (USA) INC.,
as the Lead Arranger.
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE
_____________
U.S. BANK
NATIONAL ASSOCIATION, – CREDIT AGREEMENT, dated as of August 3, 2004, is among STILLWATER
MINING COMPANY, a Delaware corporation (the "Borrower"), the various financial
institutions from time to time parties hereto (the "Lenders"), U.S. BANK
NATIONAL ASSOCIATION, as documentation agent (in such capacity, the
"Documentation Agent"), TORONTO DOMINION (TEXAS), INC. ("TD"), as administrative
agent (in such capacity, the "Administrative Agent"), and TD SECURITIES (USA)
INC. ("TDSI"),
_____________
dt 1341935
;
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| 2001 |
Credit Agreement
Credit Agreement (446K)
Doc #376806: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.19
{SEQUENCE}5
{FILENAME}d84627ex10-19.txt
{DESCRIPTION}CREDIT AGREEMENT DATED 2/23/01
{TEXT}
{PAGE} 1
EXHIBIT 10.19
$250,000,000
CREDIT AGREEMENT
dated as of February 23, 2001,
among
STILLWATER MINING COMPANY,
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTIES HERETO,
as the Lenders,
N M ROTHSCHILD & SONS LIMITED,
as Technical Agent,
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
as Documentation Agent,
TORONTO DOMINION (TEXAS), INC.,
as Administrative Agent,
and
TD SECURITIES (USA) INC.,
as the Lead Arranger.
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
{S} {C}
SECTION 1.1. Defined Terms.........................................................................1
SECTION 1.2. Use of Defined Terms.................................................................37
SECTION 1.3. Cross-References; Interpretation.....................................................37
SECTION 1.4. Accounting and Financial Determinations..............................................37
ARTICLE II
COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT
SECTION 2.1. Commitments..........................................................................38
SECTION 2.2. Reduction of the Commitment Amounts..................................................39
SECTION 2.3. Borrowing Procedures.................................................................40
SECTION 2.4. Continuation and Conversion Elections................................................40
SECTION 2.5. Funding..............................................................................41
SECTION 2.6. Issuance Procedures..................................................................41
SECTION 2.7. Loan Accounts; Notes.................................................................43
ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments and Prepayments; Application..............................................44
SECTION 3.2. Interest Provisions..................................................................48
SECTION 3.3. Fees.................................................................................49
ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1. LIBO Rate Lending Unlawful...........................................................50
SECTION 4.2. Deposits Unavailable.................................................................50
SECTION 4.3. Increased LIBO Rate Loan Costs, etc..................................................50
SECTION 4.4. Funding Losses.......................................................................51
SECTION 4.5. Increased Capital Costs..............................................................51
SECTION 4.6. Taxes................................................................................52
SECTION 4.7. Payments, Computations, etc..........................................................54
SECTION 4.8. Sharing of Payments..................................................................55
SECTION 4.9. Setoff...............................................................................55
SECTION 4.10. Change of Lending Office.............................................................56
SECTION 4.11. Replacement of Lenders...............................................................56
ARTICLE V
CONDITIONS TO CREDIT EXTENSIONS
SECTION 5.1. Initial Credit Extension.............................................................57
SECTION 5.2. All Credit Extensions................................................................63
{/TABLE}
-i-
{PAGE} 3
TABLE OF CONTENTS
(continued)
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
SECTION 6.1. Organization, etc....................................................................64
SECTION 6.2. Due Authorization, Non-Contravention, etc............................................64
SECTION 6.3. Government Approval, Regulation, etc.................................................65
SECTION 6.4. Validity, etc........................................................................65
SECTION 6.5. Financial Information................................................................66
SECTION 6.6. No Material Adverse Change...........................................................66
SECTION 6.7. Litigation, Labor Controversies, etc.................................................66
SECTION 6.8. Subsidiaries.........................................................................66
SECTION 6.9. Ownership of Properties..............................................................67
SECTION 6.10. Taxes................................................................................68
SECTION 6.11. Pension and Welfare Plans............................................................68
SECTION 6.12. Environmental Warranties.............................................................68
SECTION 6.13. Accuracy of Information..............................................................70
SECTION 6.14. Regulations U and X..................................................................70
SECTION 6.15. Good Neighbor Agreement..............................................................70
SECTION 6.16. Status of Obligations as Senior Indebtedness, etc....................................71
SECTION 6.17. Mining Rights........................................................................71
SECTION 6.18. Technology...........................................................................71
SECTION 6.19. Supply Contracts.....................................................................72
SECTION 6.20. Labor Matters........................................................................72
SECTION 6.21. Utilities............................................................................72
SECTION 6.22. Solvency.............................................................................72
ARTICLE VII
COVENANTS
SECTION 7.1. Affirmative Covenants................................................................73
SECTION 7.2. Negative Covenants...................................................................86
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.1. Listing of Events of Default.........................................................98
SECTION 8.2. Action if Bankruptcy................................................................103
SECTION 8.3. Action if Other Event of Default....................................................103
ARTICLE IX
THE AGENTS
SECTION 9.1. Actions.............................................................................104
SECTION 9.2. Funding Reliance, etc...............................................................105
376806
|
BNY
As referenced in this Credit Agreement:
Bank of New York; – System arranged
by federal funds brokers, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York; or
(b) if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received
_____________
dt 1583401
;
Nova Scotia
As referenced in this Credit Agreement:
Bank of Nova Scotia, – 6.
"Existing Credit Facility" means the credit facilities provided for in
the Credit Agreement dated as of March 10, 1999, among the Borrower, various
financial institutions party thereto, and The Bank of Nova Scotia, as
administrative agent for such institutions, as amended or otherwise modified
through the date hereof.
"Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal
_____________
dt 1340052
;
|
Chase Manhattan
As referenced in this Credit Agreement:
CHASE MANHATTAN BANK
– BRANCH
By: /s/ Michael P. Sassos
-------------------------------------
Name: Michael P. Sassos
Title: Associate Director
By: /s/ Sharon M. Maharg
-------------------------------------
Name: Sharon M. Maharg
Title: Associate Director
S-5
{PAGE} 132
THE CHASE MANHATTAN BANK
By: /s/ Peter S. Predun
-------------------------------------
Name: Peter S. Predun
Title: Vice President
S-6
{PAGE} 133
STANDARD BANK LONDON LIMITED
By: /s/ D. M. Newport
-------------------------------------
Name: D. M. Newport
_____________
dt 1425380
;
 Holland & Hart
As referenced in this Credit Agreement:
Holland & Hart, – the patented mining claims
and Key Unpatented Claims described in Section 5.1.13(b)(ii),
substantially in the form of Exhibit N-2 hereto (the "Title Opinions");
and
(c) Holland & Hart, Montana counsel to the Obligors,
substantially in the form of Exhibit N-3 hereto.
SECTION 5.1.18. Consents and Acknowledgements. The Administrative Agent
has received from the Borrower (
_____________
dt 1341350
|
Preview
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| 2004 |
Employment Agreement
Employment Agreement (62K)
Doc #376702: Click preview link for longer preview.
STILLWATER MINING COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of MARCH 22,
2004, is made by and between Stillwater Mining Company, a Delaware corporation
(the "Company"), and GREGORY A. WING ("Executive") (each individually a "Party"
and collectively, the "Parties").
RECITALS
WHEREAS, the Company desires to employ Executive and Executive desires
to be employed by the Company pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the Parties
agree as follows:
1. Employment; Duties and Scope.
(a) Position. Executive shall serve as the Company's Vice
President and Chief Financial Officer. In such capacity, the Executive shall
report to the Chairman of the Board of Directors (the "Board") and the Chief
Executive Officer. Executive shall have and perform such duties,
responsibilities, and authorities as are customary for Vice Presidents and Chief
Financial Officers in corporations of similar size and businesses as the Company
as they may exist from time to time and as are consistent with such positions
and status.
(b) Duties; Obligations to the Company. During the
Employment Term, Executive shall devote his full business efforts and time to
the Company and the Company will be entitled to all of the benefits and profits
arising from or incident to all such work services and advice. Executive shall
be responsible for performing the business and professional services typically
performed by a vice president and chief financial officer of any company, or as
may reasonably be assigned to him by the Chairman of the Board and Chief
Executive Officer. Executive agrees not to render commercial or professional
services of any nature to any person or organization, whether or not for
compensation, during the Employment Term without advance written approval of the
Board, and Executive will not directly or indirectly engage or participate
during the Employment Term in any business that is competitive in any manner
with the Company's business; provided, however, that this shall not preclude
Executive from owning up to two percent (2%) of the outstanding equity
securities of a corporation whose stock is listed on a national stock exchange
or the Nasdaq.
(c) No Conflicting Obligations. Executive represents and
warrants to the Company that he is under no obligation or commitment, whether
contractual or otherwise, that is inconsistent with his obligations under this
Agreement. Executive represents and warrants that he will not use or disclose,
in connection with his employment by the Company, any trade secrets or other
proprietary information or intellectual property in which Executive or any other
person has any
{PAGE}
right, title, or interest and that his employment by the Company as contemplated
by this Agreement will not infringe or violate the rights of any other person or
entity. Executive represents and warrants to the Company that he has returned
all property and confidential information belonging to any prior employers.
2. Employment Term.
(a) The Initial Period of Executive's employment pursuant
to this Agreement shall begin March 22, 2004 (the "Commencement Date") and shall
end on March 21, 2005 ("Initial Period"), unless otherwise terminated by either
Party prior to the scheduled termination date as provided in Sections 8 and 9 of
this Agreement.
(b) The Initial Period shall automatically be extended
for successive one year periods ("Renewal Period"), if not already otherwise
terminated as provided in this Agreement, unless either Party notifies the other
no later than three (3) months prior to the scheduled termination of such
Initial Period or Renewal Period, in which case Executive's employment shall
terminate upon the scheduled termination date of the applicable Initial Period
or Renewal Period.
(c) In the event that this Agreement is not renewed
because Executive has given the three-month notice prescribed in Section 2(b) on
or before the expiration of the Initial Period or any Renewal Period, such
non-renewal shall be treated as a Termination for Cause and Executive shall have
the same entitlements as provided in Section 9(b)(i) below.
(d) The entire term of Executive's employment pursuant to
this Agreement from the Commencement Date until the date of expiration or
termination of Executive's employment pursuant to this Agreement shall be
referred to herein as the "Employment Term."
3. Cash Compensation.
(a) Base Salary. During the Employment Term, the Company
shall pay the Executive as compensation for his services a semi-monthly base
salary at the annualized rate of two hundred and forty thousand dollars
($240,000), less applicable deductions and withholdings. Such base salary shall
be paid semi-monthly in accordance with normal Company payroll practices and
procedures. Executive's base salary shall be reviewed for increase no less than
every twelve (12) months and shall be subject to decrease only in the event (and
only to the extent) of an across-the-board reduction for other senior management
employees of the Company. (The annualized base salary to be paid to Executive
pursuant to this Section 3(a), together with any subsequent modifications
thereto, shall be referred to in this Agreement as the "Base Salary.")
(b) Bonuses. Executive shall be eligible to earn an
annual target bonus equal to 30% of his Base Salary (the "Target Bonus") based
upon satisfaction of criteria determined by the Board and/or its Compensation
Committee for each year during the Employment Term, starting with the year
commencing January 1, 2004 (except that for the year 2004, the Target Bonus
amount shall be $56,016 which is a pro rata portion of the Target Bonus for such
period based on the Commencement Date). Executive shall be eligible to earn a
maximum bonus equal to 60% of his Base Salary. For 2004, the Company shall
provide Executive with written notice of that period's
- 2 -
{PAGE}
performance goals no later than April 30, 2004; thereafter, written notice of
the performance goals shall be provided by February 28 of the applicable year.
4. Employee Benefits.
(a) During the Employment Term, Executive shall be
eligible to participate in such other of the Company's employee benefit plans
and to receive such benefits for which his position makes him eligible, in
accordance with the Company's plans and policies as in effect from time to time
376702
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Employment Agreement
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STILLWATER MINING COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of September 2,
2003, is made by and between Stillwater Mining Company, a Delaware corporation
(the "Company"), and Stephen A. Lang ("Executive") (each individually a "Party"
and collectively, the "Parties").
R E C I T A L S
WHEREAS, the Company desires to employ Executive and Executive desires
to be employed by the Company pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the Parties
agree as follows:
1. Employment; Duties and Scope.
(a) Position. Executive shall serve as the Company's Executive
Vice President and Chief Operating Officer. In such capacity, the Executive
shall report to the Chairman of the Board of Directors (the "Board") and the
Chief Executive Officer. Executive shall have and perform such duties,
responsibilities, and authorities as are customary for Executive Vice Presidents
and Chief Operating Officers in corporations of similar size and businesses as
the Company as they may exist from time to time and as are consistent with such
positions and status.
(b) Duties; Obligations to the Company. During the Employment
Term, Executive shall devote his full business efforts and time to the Company
and the Company will be entitled to all of the benefits and profits arising from
or incident to all such work services and advice. Executive shall be responsible
for performing the business and professional services typically performed by an
executive vice president and chief operating officer of any company, or as may
reasonably assigned to him by the Chairman of the Board and Chief Executive
Officer. Executive agrees not to render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
during the Employment Term without advance written approval of the Board, and
Executive will not directly or indirectly engage or participate during the
Employment Term in any business that is competitive in any manner with the
Company's business; provided, however, that this shall not preclude Executive
from owning up to two percent (2%) of the outstanding equity securities of a
corporation whose stock is listed on a national stock exchange or the Nasdaq.
(c) No Conflicting Obligations. Executive represents and warrants
to the Company that he is under no obligation or commitment, whether contractual
or otherwise, that is inconsistent with his obligations under this Agreement.
Executive represents and warrants that he will not use or disclose, in
connection with his employment by the Company, any trade secrets or other
proprietary information or intellectual property in which Executive or any other
person has any
{PAGE}
right, title, or interest and that his employment by the Company as contemplated
by this Agreement will not infringe or violate the rights of any other person or
entity. Executive represents and warrants to the Company that he has returned
all property and confidential information belonging to any prior employers.
2. Employment Term.
(a) The Initial Period of Executive's employment pursuant to this
Agreement shall begin September 2, 2003 (the "Commencement Date") and shall end
on September 1, 2005 ("Initial Period"), unless otherwise terminated by either
Party prior to the scheduled termination date as provided in Sections 8 and 9 of
this Agreement.
(b) The Initial Period shall automatically be extended for
successive one year periods ("Renewal Period"), if not already otherwise
terminated as provided in this Agreement, unless either Party notifies the other
no later than three (3) months prior to the scheduled termination of such
Initial Period or Renewal Period, in which case Executive's employment shall
terminate upon the scheduled termination date of the applicable Initial Period
or Renewal Period.
(c) In the event that this Agreement is not renewed because
Executive has given the three-month notice prescribed in Section 2(b) on or
before the expiration of the Initial Period or any Renewal Period, such
non-renewal shall be treated as a Termination for Cause and Executive shall have
the same entitlements as provided in Section 9(b)(i) below.
(d) The entire term of Executive's employment pursuant to this
Agreement from the Commencement Date until the date of expiration or termination
of Executive's employment pursuant to this Agreement shall be referred to herein
as the "Employment Term."
3. Cash Compensation.
(a) Base Salary. During the Employment Term, the Company shall pay
the Executive as compensation for his services a semi-monthly base salary at the
annualized rate of two hundred and fifty thousand dollars ($250,000), less
applicable deductions and withholdings. Such base salary shall be paid
semi-monthly in accordance with normal Company payroll practices and procedures.
Executive's base salary shall be reviewed for increase no less than every twelve
(12) months and shall be subject to decrease only in the event (and only to the
extent) of an across-the-board reduction for other senior management employees
of the Company. (The annualized base salary to be paid to Executive pursuant to
this Section 3(a), together with any subsequent modifications thereto, shall be
referred to in this Agreement as the "Base Salary.")
(b) Bonuses. Executive shall be eligible to earn an annual target
bonus equal to 40% of his Base Salary (the "Target Bonus") based upon
satisfaction of criteria determined by the Board and/or its Compensation
Committee for each year during the Employment Term, starting with the year
commencing January 1, 2003 (except that for the year 2003, the Target Bonus
amount shall be $33,333 which is a pro rata portion of the Target Bonus for such
period based on the Commencement Date). Executive shall be eligible to earn a
maximum bonus equal to 80% of his Base Salary. For 2003, the Company shall
provide Executive with written notice of that period's
-2-
{PAGE}
performance goals no later than [October 1, 2003]; thereafter, written notice of
the performance goals shall be provided by February 28 of the applicable year.
4. Employee Benefits.
(a) During the Employment Term, Executive shall be eligible to
participate in such other of the Company's employee benefit plans and to receive
such benefits for which his position makes him eligible, in accordance with the
376713
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Employment Agreement
Employment Agreement (51K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of May 8, 2002, as amended, is by and
between STILLWATER MINING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and TERRELL ACKERMAN
("Employee").
WHEREAS, the Company desires to employ Employee and Employee
desires to be employed by the Company pursuant to the terms and conditions of
this Agreement; and
WHEREAS, the Company has heretofore determined that it is in
the best . . .
376746
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Employment Agreement
Employment Agreement (51K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 17, 2001, as amended, is by
and between STILLWATER MINING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and JOHN STARK
("Employee").
WHEREAS, the Company desires to employ Employee and Employee
desires to be employed by the Company pursuant to the terms and conditions of
this Agreement; and
WHEREAS, the Company has heretofore determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company; and
WHEREAS, the Company has determined it is imperative to
diminish the inevitable distraction of the Employee by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control, to
encourage the Employee's full attention and dedication to the Company currently
and in the event of any threatened or pending Change of Control and to provide
the Employee with compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits to be paid to the
Employee are at least as favorable as those in effect at the time of the Change
of Control and which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
parties agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to
serve as Vice President, Human Resources and Corporate Secretary for the
Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on
July 17, 2001 and ending December 31, 2001, unless sooner terminated as
hereinafter provided. The Agreement shall thereafter continue in effect for
subsequent one (1) year terms, commencing January 1, unless altered or
terminated as hereinafter provided; provided, however, that following a Change
of Control, as defined in Section 5.6, the Employment Term shall continue for no
less than twenty-four (24) additional months. The period of Employee's
employment hereunder, including any extension or extensions pursuant to the
foregoing sentence, from the date of commencement until the date of expiration
or termination of this Agreement, is referred to hereinafter as the "Employment
Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by
the Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
One Hundred Seventy Thousand Dollars ($170,000) per year, payable at the usual
times for the payment of the Company's executive employees, subject to
adjustment as provided herein. Employee's base salary shall be reviewed at least
annually and may be increased, but not decreased, consistent with general salary
increases for the Company's executive employees or as appropriate in light of
the performance of Employee and the Company. Notwithstanding anything herein to
the contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 30% of
the Employee's base salary ("Target"), with a maximum, which shall not exceed
60% of the Employee's base salary.
4.3 Employee Benefits. Employee shall be eligible to receive annual
grants of stock options at the discretion of the Board of Directors. Employee
shall be eligible to participate in such other of the Company's employee benefit
plans and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
time during the Employment Term; provided, however, that Employee shall be
entitled to four weeks of vacation during the initial term of this Agreement and
during the term of each extension hereof. Employee acknowledges that he has
received a copy of the foregoing policies.
2
{PAGE}
ARTICLE 5
TERMINATION
5.1 Termination by the Company Without Cause; Termination by Employee
for Good Reason.
(a) The Company shall have the right to terminate this
Agreement without Cause (as defined below) upon thirty (30) days'
notice to Employee. If Employee's employment hereunder is terminated by
the Company without Cause or by Employee for "Good Reason" (as defined
below) (other than a termination involving a Change of Control or by
reason of death or disability), the Company shall pay to Employee an
amount equal to the sum of (i) Employee's annual base salary, plus (ii)
Employee's Target Annual Bonus, each as in effect immediately preceding
such termination, divided by 12 ("Monthly Severance Amount"). The
376768
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Employment Agreement
Employment Agreement (62K)
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STILLWATER MINING COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of July 17, 2001,
as amended, is made by and between Stillwater Mining Company, a Delaware
corporation (the "Company"), and Francis McAllister ("Executive") (each
individually a "Party" and collectively, the "Parties").
RECITALS
WHEREAS, the Company desires to employ Executive and Executive desires
to be employed by the Company pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the Parties
agree as follows:
1. Employment; Duties and Scope.
(a) Position. Executive shall serve as the Company's Chief
Executive Officer and Chairman of its Board of Directors (the "Board"). For so
long as he is serving on the Board, Executive agrees to serve as a member of any
committee of the Board to which he is elected. In any and all such capacities,
Executive shall report only to the Board. Executive shall have and perform such
duties, responsibilities, and authorities as are customary for the chairman and
chief executive officer of corporations of similar size and businesses as the
Company as they may exist from time to time and as are consistent with such
positions and status.
(b) Duties; Obligations to the Company. During the Employment
Term, Executive shall devote his full business efforts and time to the Company
and the Company will be entitled to all of the benefits and profits arising from
or incident to all such work services and advice. Executive shall be responsible
for performing the business and professional services typically performed by the
chief executive officer of any company, or as may reasonably assigned to him by
the Board, subject to the general and customary supervision of the Board.
Executive agrees not to render commercial or professional services of any nature
to any person or organization, whether or not for compensation, during the
Employment Term without advance written approval of the Board, and Executive
will not directly or indirectly engage or participate during the Employment Term
in any business that is competitive in any manner with the Company's business;
provided, however, that this shall not preclude Executive from owning up to two
percent (2%) of the outstanding equity securities of a corporation whose stock
is listed on a national stock exchange or the Nasdaq.
(c) No Conflicting Obligations. Executive represents and
warrants to the Company that he is under no obligation or commitment, whether
contractual or otherwise, that is inconsistent with his obligations under this
Agreement. Executive represents and warrants that he will not use or disclose,
in connection with his employment by the Company, any trade secrets or other
proprietary information or intellectual property in which Executive or any other
person has any
{PAGE}
right, title, or interest and that his employment by the Company as contemplated
by this Agreement will not infringe or violate the rights of any other person or
entity. Executive represents and warrants to the Company that he has returned
all property and confidential information belonging to any prior employers.
(d) Rank of Executive Within Company. As Chairman of the Board
and Chief Executive Officer of the Company, Executive shall be the Company's
highest-ranking executive.
2. Employment Term.
(a) The Initial Period of Executive's employment pursuant to
this Agreement shall begin February 12, 2001 (the "Commencement Date") and shall
end on February 11, 2004 ("Initial Period"), unless otherwise terminated by
either Party prior to the scheduled termination date as provided in Sections 9
and 10 of this Agreement; provided, however, that following a Change in Control,
(as defined in Section 10(c)(ii) below), the Employment Term (as defined below)
shall continue for no less than twenty-four (24) additional months.
(b) The Initial Period shall automatically be extended for
successive one year periods ("Renewal Period"), if not already otherwise
terminated as provided in this Agreement, unless either Party notifies the other
no later than six (6) months prior to the scheduled termination of such Initial
Period or Renewal Period, in which case Executive's employment shall terminate
upon the scheduled termination date of the applicable Initial Period or Renewal
Period.
(c) In the event that this Agreement is not renewed because
Executive has given the six-month notice prescribed in Section 2(b) on or before
the expiration of the Initial Period or any Renewal Period, such non-renewal
shall be treated as a Termination for Cause and Executive shall have the same
entitlements as provided in Section 10(b)(iii) below.
(d) The entire term of Executive's employment pursuant to this
Agreement from the Commencement Date until the date of expiration or termination
of Executive's employment pursuant to this Agreement shall be referred to herein
as the "Employment Term."
3. Board Membership. Executive currently serves as Chairman of the
Board. Executive's service on the Board at all times shall be without
additional compensation.
4. Cash Compensation.
(a) Base Salary. During the Employment Term, the Company shall
pay the Executive as compensation for his services a semi-monthly base salary at
the annualized rate of five hundred thousand dollars ($500,000), less applicable
deductions and withholdings. Such base salary shall be paid semi-monthly in
accordance with normal Company payroll practices and procedures. Executive's
base salary shall be reviewed for increase no less than every twelve (12) months
and shall be subject to decrease only in the event (and only to the extent) of
an across-the-board reduction for other senior management employees of the
Company. (The annualized base salary to be paid to Executive pursuant to this
Section 4(a), together with any subsequent modifications thereto, shall be
referred to in this Agreement as the "Base Salary.")
-2-
{PAGE}
(b) Bonuses. Executive shall be eligible to earn an annual
target bonus equal to 50% of his Base Salary (the "Target Bonus") based upon
satisfaction of criteria determined by the Board and/or its Compensation
Committee for each year during the Employment Term, starting with the year
commencing January 1, 2001 (except that for the year 2001, the Target Bonus
amount shall be $235,750, which is a pro rata portion of the Target Bonus for
such period based on the Commencement Date). Executive shall be eligible to earn
376791
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 17, 2001 as amended, is by and between
STILLWATER MINING COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), and HARRY SMITH ("Employee").
WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company has heretofore determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company;
and
WHEREAS, the Company has determined it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control and to provide the Employee
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits to be paid to the Employee are at
least as favorable as those in effect at the time of the Change of Control and
which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to serve as
President and Chief Operating Officer for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on July 17,
2001 and ending December 31, 2001, unless sooner terminated as hereinafter
provided. The Agreement shall thereafter continue in effect for subsequent one
(1) year terms, commencing January 1, unless altered or terminated as
hereinafter provided; provided, however, that following a Change of Control, as
defined in Section 5.6, the Employment Term shall continue for no less than
twenty-four (24) additional months. The period of Employee's employment
hereunder, including any extension or extensions pursuant to the foregoing
sentence, from the date of commencement until the date of expiration or
termination of this Agreement, is referred to hereinafter as the "Employment
Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by the
Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
Three Hundred Thousand Dollars ($300,000) per year, payable at the usual times
for the payment of the Company's executive employees, subject to adjustment as
provided herein. Employee's base salary shall be reviewed at least annually and
may be increased, but not decreased, consistent with general salary increases
for the Company's executive employees or as appropriate in light of the
performance of Employee and the Company. Notwithstanding anything herein to the
contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 40% of
the Employee's base salary ("Target"), with a maximum which shall not exceed 80%
of the Employee's base salary.
4.3 Employee Benefits. Employee shall be eligible to participate in
such other of the Company's employee benefit plans and to receive such benefits
for which his level of employment makes him eligible, in accordance with the
Company's policies as in effect from time to time during the Employment Term;
provided, however, that Employee shall be entitled to four weeks of vacation
during the initial term of this Agreement and during the term of each extension
hereof. Employee acknowledges that he has received a copy of the foregoing
policies.
2
{PAGE}
ARTICLE 5
TERMINATION
5.1 Termination by the Company Without Cause; Termination by Employee
for Good Reason.
(a) The Company shall have the right to terminate this
Agreement without Cause (as defined below) upon ninety (90) days'
notice to Employee. If Employee's employment hereunder is terminated by
the Company without Cause or by Employee for "Good Reason" (as defined
below) (other than a termination involving a Change of Control or by
reason of death or disability), the Company shall pay Employee:
(i) base salary through the Termination Date;
(ii) a pro rata portion of Employee's Target Annual
Bonus, less applicable withholdings and deductions, which pro
rata portion shall be determined by multiplying the Target
Annual Bonus by a fraction, the numerator of which is the
number of days elapsed in the calendar year of the date of
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Employment Agreement
Employment Agreement (52K)
Doc #376793: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 17, 2001, as amended, is by and
between STILLWATER MINING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and JAMES A. SABALA
("Employee").
WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company has heretofore determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company;
and
WHEREAS, the Company has determined it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control and to provide the Employee
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits to be paid to the Employee are at
least as favorable as those in effect at the time of the Change of Control and
which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to serve as
Vice President and Chief Financial Officer for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on July 17,
2001 and ending December 31, 2001, unless sooner terminated as hereinafter
provided. The Agreement shall thereafter continue in effect for subsequent one
(1) year terms, commencing January 1, unless altered or terminated as
hereinafter provided; provided, however, that following a Change of Control, as
defined in Section 5.6, the Employment Term shall continue for no less than
twenty-four (24) additional months. The period of Employee's employment
hereunder, including any extension or extensions pursuant to the foregoing
sentence, from the date of commencement until the date of expiration or
termination of this Agreement, is referred to hereinafter as the "Employment
Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by the
Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
Two Hundred Thousand Dollars ($200,000) per year, payable at the usual times for
the payment of the Company's executive employees, subject to adjustment as
provided herein. Employee's base salary shall be reviewed at least annually and
may be increased, but not decreased, consistent with general salary increases
for the Company's executive employees or as appropriate in light of the
performance of Employee and the Company. Notwithstanding anything herein to the
contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 35% of
the Employee's base salary ("Target"), with a maximum which shall not exceed 70%
of the Employee's base salary.
4.3 Employee Benefits. Employee shall be eligible to participate in
such other of the Company's employee benefit plans and to receive such benefits
for which his level of employment makes him eligible, in accordance with the
Company's policies as in effect from time to time during the Employment Term;
provided, however, that Employee shall be entitled to four weeks of vacation
during the initial term of this Agreement and during the term of each extension
hereof. Employee acknowledges that he has received a copy of the foregoing
policies.
2
{PAGE}
ARTICLE 5
TERMINATION
5.1 Termination by the Company Without Cause; Termination by Employee
for Good Reason.
(a) The Company shall have the right to terminate this
Agreement without Cause (as defined below) upon ninety (90) days'
notice to Employee. If Employee's employment hereunder is terminated by
the Company without Cause or by Employee for "Good Reason" (as defined
below) (other than a termination involving a Change of Control or by
reason of death or disability), the Company shall pay Employee:
(i) base salary through the Termination Date;
(ii) a pro rata portion of Employee's Target Annual
Bonus, less applicable withholdings and deductions, which pro
rata portion shall be determined by multiplying the Target
Annual Bonus by a fraction, the numerator of which is the
number of days elapsed in the calendar year of the date of
376793
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Preview
Full Doc
| 2001 |
Employment Agreement
Employment Agreement (51K)
Doc #376794: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 17, 2001, as amended, is by
and between STILLWATER MINING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and Ronald W. Clayton
("Employee").
WHEREAS, the Company desires to employ Employee and Employee
desires to be employed by the Company pursuant to the terms and conditions of
this Agreement; and
WHEREAS, the Company has heretofore determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company; and
WHEREAS, the Company has determined it is imperative to
diminish the inevitable distraction of the Employee by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control, to
encourage the Employee's full attention and dedication to the Company currently
and in the event of any threatened or pending Change of Control and to provide
the Employee with compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits to be paid to the
Employee are at least as favorable as those in effect at the time of the Change
of Control and which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
parties agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to
serve as Vice President, Nye Operations for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on
July 17, 2001 and ending December 31, 2001, unless sooner terminated as
hereinafter provided. The Agreement shall thereafter continue in effect for
subsequent one (1) year terms, commencing January 1, unless altered or
terminated as hereinafter provided; provided, however, that following a Change
of Control, as defined in Section 5.6, the Employment Term shall continue for no
less than eighteen (18) additional months. The period of Employee's employment
hereunder, including any extension or extensions pursuant to the foregoing
sentence, from the date of commencement until the date of expiration or
termination of this Agreement, is referred to hereinafter as the "Employment
Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by
the Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
One Hundred Eighty-Five Thousand Dollars ($185,000) per year, payable at the
usual times for the payment of the Company's executive employees, subject to
adjustment as provided herein. Employee's base salary shall be reviewed at least
annually and may be increased, but not decreased, consistent with general salary
increases for the Company's executive employees or as appropriate in light of
the performance of Employee and the Company. Notwithstanding anything herein to
the contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 30% of
the Employee's base salary ("Target"), with a maximum, which shall not exceed
60% of the Employee's base salary. At the discretion of the Board of Directors
all or part on any bonus earned may be paid in Restricted Stock.
4.3 Employee Benefits. Employee shall be eligible to receive annual
grants of stock options at the discretion of the Board of Directors. Employee
shall be eligible to participate in such other of the Company's employee benefit
plans and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
time during the Employment Term; provided, however, that Employee shall be
entitled to four weeks of vacation during the initial term of this Agreement and
during the term of each extension hereof. Employee acknowledges that he has
received a copy of the foregoing policies.
2
{PAGE}
ARTICLE 5
TERMINATION
5.1 Termination by the Company Without Cause; Termination by Employee
for Good Reason.
(a) The Company shall have the right to terminate this
Agreement without Cause (as defined below) upon thirty (30) days'
notice to Employee. If Employee's employment hereunder is terminated by
the Company without Cause or by Employee for "Good Reason" (as defined
below) (other than a termination involving a Change of Control or by
reason of death or disability), the Company shall pay to Employee an
amount equal to the sum of (i) Employee's annual base salary, plus (ii)
376794
| | |
Preview
Full Doc
| 2001 |
Employment Agreement
Employment Agreement (52K)
Doc #376795: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 17, 2001, as amended, is by
and between STILLWATER MINING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and Robert M. Taylor
("Employee").
WHEREAS, the Company desires to employ Employee and Employee
desires to be employed by the Company pursuant to the terms and conditions of
this Agreement; and
WHEREAS, the Company has heretofore determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company; and
WHEREAS, the Company has determined it is imperative to
diminish the inevitable distraction of the Employee by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control, to
encourage the Employee's full attention and dedication to the Company currently
and in the event of any threatened or pending Change of Control and to provide
the Employee with compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits to be paid to the
Employee are at least as favorable as those in effect at the time of the Change
of Control and which are competitive with those of other corporations.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
parties agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby employs Employee, and Employee agrees to
serve as Vice President, East Boulder Operations for the Company.
ARTICLE 2
TERM
The term of this Agreement shall be for a period commencing on
July 17, 2001 and ending December 31, 2001, unless sooner terminated as
hereinafter provided. The Agreement shall thereafter continue in effect for
subsequent one (1) year terms, commencing January 1, unless altered or
terminated as hereinafter provided; provided, however, that following a Change
of Control, as defined in Section 5.6, the Employment Term shall continue for no
less than eighteen (18) additional months. The period of Employee's employment
hereunder, including any extension or extensions pursuant to the foregoing
sentence, from the date of commencement until the date of expiration or
termination of this Agreement, is referred to hereinafter as the "Employment
Term."
{PAGE}
ARTICLE 3
DUTIES AND AUTHORITY
Employee agrees, unless otherwise specifically authorized by
the Company, to devote substantially all of his business time and effort to his
duties for the profit, benefit and advantage of the business of the Company,
except that Employee may serve on the boards of directors of other business
corporations that have no business relationship with the Company and which do
not compete with the Company. In performing his duties hereunder, Employee shall
have the authority customarily held by others holding positions similar to those
assigned to Employee in similar businesses, subject to the general and customary
supervision of the Company's Board of Directors and Chief Executive Officer.
ARTICLE 4
COMPENSATION
4.1 Base Salary. The Company agrees to pay Employee a base salary of
One Hundred Eighty-Five Thousand Dollars ($185,000) per year, payable at the
usual times for the payment of the Company's executive employees, subject to
adjustment as provided herein. Employee's base salary shall be reviewed at least
annually and may be increased, but not decreased, consistent with general salary
increases for the Company's executive employees or as appropriate in light of
the performance of Employee and the Company. Notwithstanding anything herein to
the contrary, Employee's base salary may be reduced in the event of an
across-the-board salary reduction for all executive officers; provided, however,
that the percentage reduction of Employee's base salary shall not exceed the
highest percentage reduction in base salary of any other executive officer.
4.2 Incentive Compensation. Employee shall participate in the Company's
incentive compensation plans for executive officers of the Company, as in effect
from time to time during the Employment Term. The Company shall adopt an annual
incentive program for executive officers of the Company that will provide for a
performance based cash bonus of an amount to be determined by the Board of
Directors of the Company (the "Annual Bonus"). Until changed by the Board of
Directors of the Company, the Annual Bonus shall be set at a target of 30% of
the Employee's base salary ("Target"), with a maximum, which shall not exceed
60% of the Employee's base salary. At the discretion of the Board of Directors
all or part on any bonus earned may be paid in Restricted Stock.
4.3 Employee Benefits. Employee shall be eligible to receive annual
grants of stock options at the discretion of the Board of Directors. Employee
shall be eligible to participate in such other of the Company's employee benefit
plans and to receive such benefits for which his level of employment makes him
eligible, in accordance with the Company's policies as in effect from time to
time during the Employment Term; provided, however, that Employee shall be
entitled to four weeks of vacation during the initial term of this Agreement and
during the term of each extension hereof. Employee acknowledges that he has
received a copy of the foregoing policies.
2
{PAGE}
ARTICLE 5
TERMINATION
5.1 Termination by the Company Without Cause; Termination by Employee
for Good Reason.
(a) The Company shall have the right to terminate this
Agreement without Cause (as defined below) upon thirty (30) days'
notice to Employee. If Employee's employment hereunder is terminated by
the Company without Cause or by Employee for "Good Reason" (as defined
below) (other than a termination involving a Change of Control or by
reason of death or disability), the Company shall pay to Employee an
amount equal to the sum of (i) Employee's annual base salary, plus (ii)
376795
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