Exhibit 10.8

WAIVER AND CONSENT

_______________ (“Employee”) and Hecla Mining Company (the “Company”) are parties to that certain Employment Agreement dated ____________ (the “Employment Agreement”); and

WHEREAS, among other things, the Employment Agreement provides that the Effective Date occurs upon a Change of Control (as defined therein); and

WHEREAS, the Company intends to create a holding company structure pursuant to the provisions of Section 251(g) of the Delaware Corporation Law; and

WHEREAS, the Employment Agreement may become applicable to successors or assigns of the Company pursuant to the terms thereof; and

WHEREAS, the company which will become the parent corporation of the Company pursuant to the formation of the holding company structure has agreed to assume and perform the Company’s obligations under the Employment Agreement after the consummation of th