WAIVER AGREEMENT
THIS AGREEMENT
is made as of the 15 th
day of February, 2006.
BETWEEN:
NORD RESOURCES CORPORATION
, a corporation
organized under the laws of Delaware
(the "
Company ")
AND:
JOHN T. PERRY , an adult individual residing in the County
of
Pima, State of Arizona
( the
"Executive")
WHEREAS
A
. The Company and the
Executive entered into an executive employment agreement dated
April 18, 2005 (the “ Employment Agreement ”)
whereby the Executive agreed to act as Chief Financial Officer of
the Company subject to the terms and conditions set out in the
Employment Agreement;
B.
Section 7 of the
Employment Agreement gives the Executive certain rights in relation
to a Change in Control (as defined in the Employment Agreement)
that may be triggered if the persons who constituted the board of
directors of the Company as at April 18, 2005 cease for any reason
to constitute at least a majority of the board of directors of the
Company;
C.
As at April 18, 2005, the
board of directors consisted of Ronald A. Hirsch, Erland A.
Anderson and Stephen D. Seymour; and
D.
It is anticipated that
Erland A. Anderson (“ Anderson ”) will resign as
a director of the Company, and that the remaining directors will
appoint Tintor, John F. Cook, Douglas P. Hamilton and Wade Nesmith
(collectively, the “ New Directors ”) to fill
the vacancies on the Company’s board of directors.
THIS AGREEMENT
WITNESSES that in
consideration of the payment by the Company to the Executive of
co
