EXECUTION VERSION

(a)         Position and Reporting; Location.  Subject to Section 2 hereof, Executive shall, pursuant to the terms of this Agreement, continue to be employed by the Company as General Counsel and serve as the Parent’s General Counsel, and shall report directly to the Parent’s Chief Executive Officer (the “CEO”).  The principal location of Executive’s employment with the Company shall be at Executive’s residence, although Executive understands and agrees that Executive may be required to travel from time to time to the Company’s offices in Kellogg, Idaho and otherwise for business reasons.

(b)        Duties and Responsibilities.  During the term of Executive’s employment with the Company pursuant to this Agreement, Executive shall be a full-time employee of the Company.  Executive shall have such duties, responsibilities and authority as are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive from time to time by the CEO.  Executive shall perform such duties faithfully and to the best of Executive’s ability, and in compliance with all of the Company’s and the Parent’s policies, as such policies may be amended from time to time in the sole discretion of the Company or the Parent, as applicable.  Executive shall devote all of Executive’s business time and best efforts to the performance of Executive’s duties for the Company and shall not engage in any other business, profession or occupation for compensation that is undisclosed to the Parent or conflicts with Executive’s duties under this Agreement.  Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) participating in trade associations or industry organizations which are related to the business of the Parent or engaging in activities for charitable, civic or political organizations (including serving as a member of the board of such organization), (ii) engaging in personal investment activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Parent or its “Subsidiaries” (as defined below) or affiliates, or (iii) subject to the prior approval of the Board of Directors of the Parent (the “Board”), which shall not be unreasonably withheld, serving as a member of the board of directors of any for-profit entity that does not give rise to any conflict of interests with the Parent or its Subsidiaries or affiliates, in each case, so long as the activities in (i), (ii), and (iii) above do not interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder and do not materially breach Section 6 hereof.

(a)        Base Salary.  The Company shall pay Executive a base salary in the amount of $425,000 per annum (the “Base Salary”), payable in accordance with the Company’s usual and regular payroll practices, as in effect from time to time.

(b)      Annual Bonus.  For each calendar year during the term of this Agreement, Executive shall be eligible for a performance-based cash bonus (the “Annual Bonus”), with a target of 75% of Executive’s Base Salary (the “Target Bonus”) and calculated by the Parent in its sole and absolute discretion considering the performance of the Parent and Executive according to criteria established by the Parent.  For the 2026 calendar year, the Annual Bonus shall be calculated with reference to the total salary paid to Executive during the year.  The Annual Bonus will be payable in the form of a lump sum cash payment no later than March 15^th of the calendar year that immediately follows the calendar year to which the bonus relates (such payment date being, the “Bonus Payment Date”).  In order for Executive to be eligible to receive any bonus pursuant to this Section 3(b), and except as provided in Sections 5(a) and (b), Executive must remain continuously employed by the Company on December 31^st of the calendar year in which Annual Bonus relates and not experience a termination of employment by the Company for Cause (as defined below) prior to the Bonus Payment Date.

(c)         Annual Equity Incentive Compensation Awards.  At least annually during Executive’s employment beginning in 2027 and beyond, the Board (or the applicable committee thereof) shall consider Executive for a grant of equity incentive awards at a level commensurate with Executive’s position (as determined by the Board (or the applicable committee thereof)) (such annual equity incentive awards, together with any other grant of equity incentive award made to Executive, the “Equity Awards”).  Any Equity Awards will be granted pursuant to the Parent’s 2021 Amended and Restated Long Term Incentive Plan (as may be amended or amended and restated from time to time) or any successor plan thereto (any such plan, the “Equity Plan”).

(d)         Withholding.  All taxable compensation payable to Executive pursuant to this Agreement shall be subject to any applicable withholding taxes and such other taxes as are required under Federal law or the law of any state or governmental body to be collected with respect to compensation paid by the Company to Executive.

(a)         Benefits.  Executive (and, to the extent eligible, Executive’s dependents and beneficiaries) will be eligible to participate in all benefit plans made available by the Company to its similarly-situated employees, as in effect from time to time, currently including the Company’s health, dental care and vision care plans, pursuant to the terms of such plans as in effect from time to time.

(b)         Paid Time Off.  Executive shall be eligible to participate in the paid time off policy generally applicable to the Company’s senior executive officers, as may be amended from time to time, with a minimum eligibility of four (4) weeks of vacation per year.

(c)         Reimbursement of Expenses.  The Company shall reimburse Executive for any expenses reasonably and necessarily incurred by Executive in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

(a)          For Cause Termination or Voluntary Resignation by Executive Without Good Reason.  If Executive’s employment with the Company is terminated by the Company for Cause or if Executive voluntarily resigns Executive’s employment without Good Reason, Executive shall not be entitled to any further compensation or benefits other than, in each case if applicable as of the date of termination: (i) any accrued but unpaid Base Salary (payable in accordance with applicable law); (ii) reimbursement for any business expenses properly incurred by Executive prior to the date of termination of employment in accordance with Section 4(c) hereof, payable on the Company’s first regularly scheduled payroll date which occurs at least ten (10) days after the date of termination; (iii) vested health and welfare benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans described in Section 4(a) hereof as of the date of termination; (iv) accrued but unused paid time off as described in Section 4(b); and (v) with respect to a resignation without Good Reason, an amount in cash equal to any earned Annual Bonus payable to Executive in respect of any previously completed calendar year in accordance with Section 3(b) but unpaid as of the date of termination, payable on the same date on which annual bonuses are paid to similarly situated employees of the Company generally in respect of such year (collectively, the “Accrued Benefits”).  For the avoidance of doubt, any Equity Awards shall be treated as provided in the applicable Equity Plan and award agreement governing such awards.

(b)        Termination by the Company without Cause or by Executive for Good Reason and not in Connection with a Change of Control; or Disability.  In the event that Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in each case, at any time other than during the CIC Protective Period (as defined below) or as a result of Executive’s Disability, then Executive will be entitled to receive the Accrued Benefits, and if (x) Executive timely executes a release of claims in a form provided by the Company (the “Release”), and the applicable revocation period with respect to the Release expires following the date of termination and (y) Executive does not breach the restrictive covenants set forth in Section 6 hereof, then Executive will receive the following:

(d)        Termination due to Death.  In the event that Executive’s employment is terminated by the Company as a result of Executive’s Death, then Executive will be entitled to receive the Accrued Benefits and the Pro-Rated Target Bonus (payable within thirty (30) days of the Executive’s death).

(e)          Definitions.  For purposes of this Agreement:

(f)        Resignation as Officer or Director.  Upon termination of employment for any reason, unless requested otherwise by the Parent, Executive shall resign each position (if any) that Executive then holds as an officer or director of the Parent or any of its Subsidiaries.  Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Parent and/or the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

(g)         Section 409A. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v).  Notwithstanding anything contained to the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 5 hereof until Executive would be considered to have incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)).  Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Parent and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code, if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death.  Any payments delayed pursuant to this Section 5(f) shall be made in a lump sum on the first day of the seventh (7th) month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death.  In addition, to the extent that any expenses, reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 4(c) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, then such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.

(a)        Avoidance of Competition and Other Detrimental Acts During Engagement.  Executive agrees that during the period of Executive’s employment with the Company or other member of the Company Group, Executive will comply with each of the following restrictions and obligations:

(b)         Non-competition.  Executive agrees that during the period of Executive’s employment with the Company or other member of the Company Group and for the one (1) year period immediately following the termination of such employment for any reason or for no reason, Executive shall not directly or indirectly, serve in an executive or management level role with, or provide business, strategic, sales, financial, operational or technical advice or services, to any business that is a Competing Business.  For purposes of this Section 6, “Competing Business” means a business (which shall include any sole proprietorship, partnership, limited partnership, limited liability partnership, limited liability company, corporation or other for-profit or not-for-profit business organization) engaged in the business of mining, milling, refining and selling silver (the “Business”) in the Territory.  Notwithstanding the foregoing, this Section 6(b) shall not apply to the performance of services for any enterprise to the extent such services are restricted solely to one or more distinct portions of the operations and businesses of such entity and such distinct portions are not engaged in the Business, and Executive does not have any discussions with, or participate in, the governance, strategy, development, management or operations of such business segments that engage in the Business.

(c)        Solicitation of Employees, Customers, Referral Sources, Vendors, Etc. Executive agrees that during the period of Executive’s employment with the Company or other member of the Company Group, and for the one (1) year period immediately following the date of termination of such employment for any reason, Executive shall not, directly or indirectly, jointly or individually, on Executive’s own behalf or on behalf of or in assistance to any individual, person or entity:

(d)        Non-Disparagement.  Executive agrees that during the period of Executive’s employment with the Company or other member of the Company Group, and any time thereafter, Executive will not make or issue, or procure any third-party to make or issue, any written or oral statement or press release to any third party (including, but not limited to, any current or former officer, director, manager, member, employee or other service provider of the Company Group) that is disparaging of, or defamatory, libelous or slanderous of the Company Group.  The obligations of Executive under this Section 6(d) shall not apply to “Protected Conduct” (as defined below in Section 6(e)(vi)(B)).

(e)          Confidentiality.

(f)          Enforcement.

(g)       Executive Review.  Executive hereby acknowledges that (i) Executive has been advised to consult with an attorney of Executive’s choosing prior to signing this Agreement, including with respect to the non-competition and non-solicitation covenants set forth in Section 6 and other restrictive covenants herein, (ii) Executive has been given at least fourteen (14) calendar days to sign and return this Agreement (the “Consideration and Revocation Period”), (iii) if Executive signs this Agreement during the Consideration and Revocation Period, Executive may revoke Executive’s execution of this Agreement prior to the expiration of the Consideration and Revocation Period by providing express written notice of such revocation to the Company (as provided in the Colorado Notice of Restrictive Covenant Agreement Executive received herewith in accordance with Colorado law), (iv) if Executive does not timely sign this Agreement, or if Executive timely revokes Executive’s execution of this Agreement, this Agreement will be of no force or effect and the Agreement shall be null and void, and (v) if Executive timely signs and does not timely revoke this Agreement during the Consideration and Revocation Period, the Agreement will become effective on the fifteenth (15th) calendar day following the date on which Executive received this Agreement. (the “Effective Date”).

(h)          Remedies. 

(a)        Notices.  Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one (1) business day following personal delivery, or the third (3rd) business day after mailing by first class mail to the recipient at the address indicated below:

(b)         Severability.  Any provision of this Agreement which is deemed by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable by a court of competent jurisdiction because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

(c)         Entire Agreement.  This Agreement (including any Exhibits) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and, effective as of the Effective Date, supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

(d)         Counterparts.  This Agreement may be executed in counterparts, and each counterpart, when so executed and delivered, shall be deemed to be an original and both counterparts, taken together, shall constitute one and the same Agreement.  A faxed or .pdf-ed signature shall operate the same as an original signature.

(e)          Amendment and Modification; Waiver.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by all of the parties hereto.  The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the delay in exercising or failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.  No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

(f)       Choice of Law.  This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed and interpreted in accordance with, the laws of the State of Colorado without giving effect to principles of conflicts of law of such state.

(g)         Survivorship.  The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement, including, without limitation, the provisions of Sections 5 and 6 hereof.

(h)          Captions.  The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(i)          Construction.  The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel.  Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(j)          Arbitration.  Except as otherwise set forth in Section 6 of this Agreement, the Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims between them including, without limitation, (i) any dispute, controversy or claim related in any way to Executive’s employment with the Company or any Subsidiary or affiliate or any termination thereof, (ii) any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability) and (iii) any claim arising out of or relating to this Agreement or the breach thereof (collectively, “Disputes”); provided, however, that nothing herein shall require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement; provided, further, that notwithstanding anything to the contrary herein, Executive may, but is not required to, arbitrate claims for sexual harassment or assault to the extent applicable law renders a pre-dispute arbitration agreement covering such claims invalid or unenforceable.  All Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (“AAA”) under the AAA Employment Arbitration Rules and Mediation Procedures then in effect (the “AAA Rules”).

(k)         Clawback.  Notwithstanding anything herein to the contrary, any performance-based incentive compensation amounts paid or payable to Executive shall be subject to forfeiture, reduction, and/or recoupment (i) to the extent provided in the Parent’s Clawback and Forfeiture Policy, as it may be amended from time to time; (ii) to the extent that Executive becomes subject to any other recoupment or clawback policy hereafter adopted by the Parent, including any such policy adopted by the Parent to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act; or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002.