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Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "
Agreement ") is made as of November 8, 2006, by and between
HECLA MINING COMPANY, a Delaware corporation (" Assignor ")
and HECLA HOLDINGS INC., a Delaware corporation (" Assignee
").
RECITALS
Pursuant to the Agreement and Plan of
Reorganization dated as the date hereof, among Assignor, Assignee,
and Hecla Merger Sub Inc. (the " Merger Agreement "),
Assignor will create a new holding company structure by merging
Hecla Merger Sub Inc. with and into Assignor with Assignor being
the surviving corporation and converting the capital stock of
Assignor into the capital stock of Assignee (the " Merger
"). In connection with the Merger, Assignor has agreed to assign to
Assignee, and Assignee has agreed to assume from Assignor, all of
the Option Plans, the Stock Incentive Plans and the Other
Agreements (collectively, the " Assumed Agreements ").
AGREEMENT
NOW, THEREFORE, in consideration of the
covenants and agreements set forth herein, the receipt and
sufficiency of which is acknowledged by the parties hereto, the
parties intending to be legally bound, agree as follows:
1.
Defined Terms . Capitalized terms used in this Agreement and
not otherwise defined shall have the respective meanings assigned
to them in the Merger Agreement.
2.
Assignment . Assignor hereby assigns to Assignee all of its
rights and obligations under the Assumed Agreements listed on
Exhibit A hereto.
3.
Assumption . Assignee hereby assumes all of the rights and
obligations of Assignor under the Assumed Agreements, and agrees to
abide by and perform all terms, covenants and conditions of
Assignor under such Assumed Agreements. In consideration of the
assumption by Assignee of all of the rights and obligations of
Assignor under the Assumed Agreements, Assignor agrees to pay (i)
all expenses incurred by Assignee in connection with the assumption
of the Assumed Agreements pursuant to this Agreement and (ii) all
expenses incurred by Assignee in connection with the registration
on Form S-8 of s
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