Exhibit 99.2
CHANGE IN CONTROL
SEVERANCE BENEFITS AGREEMENT
THIS
CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (this
"Agreement") is made as of the 14 th day of March, 2007
(the "Effective Date")
BETWEEN :
SOLITARIO
RESOURCES CORPORATION , a corporation incorporated under the
laws of the State of Colorado,
(Hereinafter
called the "Corporation")
-and-
JAMES
R. MARONICK , Chief Financial Officer of the Corporation, of
the City of Lakewood, in the State of Colorado,
(Hereinafter
called the "Executive").
WHEREAS:
The Corporation considers it essential to the best interest of its
stockholders to foster the continuous employment of key management
personnel. In this connection, the Board of Directors (the "Board")
of the Corporation recognizes that, as is the case with many
publicly held corporations and their subsidiaries, the possibility
of a Change in Control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to
the detriment of the Corporation and its stockholders.
WHEREAS:
The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of
members of the Corporation's management, including the Executive to
their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility
of a Change in Control of the Corporation.
NOW
THEREFORE , for and in consideration of the Executive's
continuing employment with the Corporation, the covenants contained
herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Corporation and
the Executive agree as follows:
1. The
parties agree that subject to the conditions and substantial risk
of forfeiture described below, the Executive shall receive the
severance benefits set forth in this Agreement in the event the
Executive's employment with the Corporation is terminated within
three years after the occurrence of a "Change in Control of the
Corporation" (as defined herein) under the limited circumstances
set forth below. This Agreement, however, does not otherwise change
employment arrangements between the Corporation and the Executive
and except for the provisions herein pertaining to a Change in
Control of the Corporation, the Executive's employment with the
Corporation continues to be terminable at any time and for any
reason at will by the Board.
2. The
term of this Agreement shall commence on the Effective Date and
shall continue in effect through and including the date of
termination of the Executive's employment with the Corporation;
provided, however, that if a Change in Control of the
Corporation (as defined below) occurs during the term of this
Agreement, this Agreement shall continue in effect for a period
of
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three (3) years beyond the last day of the month in which such a
Change in Control of the Corporation occurs or until the
Corporation has satisfied all of its obligations with respect to
payment of any severance benefit due hereunder. Notwithstanding the
foregoing, in the event the Executive receives a severance benefit
payment hereunder, the provisions of Section 9 below shall survive
through the last date any Excise Taxes as defined in Section 9 may
be payable.
3. No
severance benefits or other amounts shall be payable hereunder
unless a Change in Control of the Corporation, as set forth below,
occurs after the Effective Date. For purposes of this Agreement, a
"Change in Control of the Corporation" shall be deemed to have
occurred on the date of any of the following events:
(a) Any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Corporation representing more than fifty percent (50%) of the
combined voting power of the Corporation's then outstanding
securities; or
(b) the
shareholders of the Corporation approve a merger or consolidation
of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty
percent (50%) of the combined voting power of the voting securities
of the surviving entity outstanding immediately after such merger
or consolidation; or
(c) the
shareholders of the Corporation approve an agreement for the sale
or disposition of all or substantially all the Corporation's
assets; or
(d) the
shareholders of the Corporation approve any plan of liquidation or
dissolution of the Corporation.
4. If
within the three year period commencing on the date of the Change
in Control of the Corporation to occur after the Effective Date,
either:
(a) the
Corporation terminates the employment of the Executive other than
for Cause (as hereinafter defined); or
(b) the
Executive resigns from his employment with the Corporation for Good
Reason (as hereinafter defined),
then the Corporation shall pay to the Executive a lump sum
severance benefit in cash (the "Severance Benefit"). Subject to
Section 9(a) below, the amount of the Severance Benefit shall equal
two and one-half (2.5) times the Executive's rate of annual base
salary with the Corporation in effect immediately prior to the date
of the Change in Control of the Corporation. The Corporation shall
pay any Severance Benefit due under this Agreement to the
Executive, within thirty (30) days after the date of his
termination of employment without Cause or resignation for Good
Reason, as applicable; provided , however , that if
at the time of termination of Executive's employment the Severance
Benefit would otherwise constitute "non-qualified deferred
compensation" within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), no payment of the
Severance Benefit shall be made to the Executive until the date
that is six (6) months and one (1) day after the effective date of
the Executive's separation from service with the Corporation.
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5. For
avoidance of doubt, no Severance Benefit shall be payable if:
(a) the
Executive's employment with the Corporation terminates for any
reason, voluntarily or involuntarily, with or without Cause, prior
to the date of the Change in Control of the Corporation to occur
after the Effective Date or more than three years after the date of
the Change in Control of the Corporation to occur after the
Effective Date;
(b) the
Corporation terminates the Executive's employment following a
Change in Control of the Corporation for Cause (as hereinafter
defined) or the Executive resigns his employment with the
Corporation following a Change in Control without Good Reason (as
hereinafter defined); or
(c) the
Executive's employment with the Corporation terminates as a result
of his death or his long-term disability under circumstances
entitling him to long-term disability insurance benefits or Social
Security disability benefits.
6. "Good
Reason" means any of the following events or kinds of
circumstances, as to which the Executive has not consented in
writing, that induce the Executive to terminate his employment with
the Corporation:
(a) a
reduction or diminution in the level of responsibility, title,
authority or office of the Executive;
(b) a
reduction in the compensation level of the Executive, taken as a
whole;
(c) the
forced relocation of the Executive's principal office to another
location that is greater than 50 miles from his principal office
location immediately prior to the Change in Control; or
(d) the
failure of the Corporation or any successor corporation to maintain
substantially similar employment terms with the Executive after the
Change in Control of the Corporation as were in existence prior to
the Change in Control.
7. "Cause"
means:
(a) the
conviction of the Executive on a felony charge;
(b) a
gross and willful failure of the Executive to perform the duties
necessary to carry out the Executive's responsibilities in a manner
consistent with such performance prior to the Change in Control of
the Corporation; or
(c) dishonest
conduct which is intentional and materially injurious to the
Corporation.
8. Notwithstanding
the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board called and
held for such purpose (after reasonable notice to the Executive and
opportunity for the Executive, together with counsel, to be heard
be
