EXHIBIT 4(o)
BATTLE MOUNTAIN CANADA LTD.
1997 LONG-TERM INCENTIVE PLAN
1. GENERAL INFORMATION
The 1997 Long-Term Incentive Plan (the "Plan") is designed to retain
officers and other selected employees and reward them for making major
contributions to the success of the Company and its Subsidiaries (as hereinafter
defined). These objectives are to be accomplished by making awards under the
Plan and thereby providing Participants (as hereinafter defined) with a
proprietary interest in the growth and performance of the Company and its
Subsidiaries.
2. DEFINITIONS
When used in this Plan the following words and phrases shall have the
meaning indicated:
"Award" means the grant of any form of option to acquire Shares, stock
award or cash award, whether granted singly, in combination or in tandem,
to a Participant pursuant to any applicable terms, conditions or
limitations as the Board may establish in order to fulfill the objectives
of the Plan.
"Award Agreement" means a written agreement between the Company
and the grantee of an Award setting forth the terms of that Award;
"BMG" means Battle Mountain Gold Company, a Nevada company;
"BMG Plan" means the Amended and Restated 1994 Long-Term Incentive Plan
of BMG;
"BMG Shares" means common stock in the capital of BMG;
"Board" means the Board of Directors of the Company;
"Company" means Battle Mountain Canada Ltd.;
"Director" means a director of the Company;
"Effective Date" means the date on which an Award is granted or
any subsequent date so designated by the Board at the time the Award is
granted;
"Market Price" means, as of a particular date, the closing price of the
Shares on The Toronto Stock Exchange on the last trading day prior to such
date or, if no trading in the Shares has occurred on that date, the
average of the bid and ask quotations for the Shares on such date;
"Option" means an option to purchase Shares granted under the Plan;
"Option Period" has the meaning set out in paragraph 12 below;
"Participant" means a person who has been or is to be granted an Award;
"Plan" has the meaning set out in paragraph 1 above;
"Shareholder" means a holder of Share(s);
"Shares" mean exchangeable shares in the capital of the Company; and
"Subsidiary" means any corporation in which the Company owns, directly or
indirectly, at least 50% of the voting stock.
3. ADMINISTRATION
The Plan shall be administered by the Board. The Board shall
have full and complete authority to interpret the Plan
and to prescribe such rules and regulations and make such
other determinations as it deems necessary or desirable
for the administration of the Plan, all of which shall be
exercised in the best interests of the Company and in
keeping with the objectives of the Plan. Unless otherwise
provided in an Award Agreement with respect to a
particular Award, the Board may, in its discretion,
provide for the extension of the exercisability of an
Award, accelerate the vesting or exercisability of an
Award (in the event of a direct or indirect change of
control of the Company or otherwise), eliminate or make
less restrictive any restriction contained in an Award,
waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify an Award in any
manner that is either (i) not adverse to the Participant
holding such Award or (ii) consented to by such
Participant. The Board may correct any defect or supply
any omission or reconcile any inconsistency in this Plan
or in any Award in the manner and to the extent the Board
deems necessary or desirable to carry it into effect. Any
decision of the Board in the interpretation and
administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Board
shall be liable for anything done or omitted to be done
by him or her, by any member of the Board or by any
officer of the Company in connection with the performance
of any duties under this Plan, except for his or her own
willful misconduct or as expressly provided by statute.
4. AWARDS
The Board shall determine the type or types of Awards to be
made to each Participant under this Plan. Awards may
consist of those listed in this paragraph 4 and may be
granted singly, in combination or in tandem. Awards may
also be made in combination or in tandem
with, in replacement of, or as alternative to, grants or
rights under this Plan or any other employee plan of the
Company or its Subsidiaries, including the plan of any
acquired entity. An Award may provide for the granting
or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events,
including the exercise of the original Award.
(a) OPTIONS TO ACQUIRE SHARES. An Award may consist of a right to purchase
a specified number of Shares at a specified price that is not less than
the Market Price of the Shares on the Effective Date. The Board shall
determine the Participants to whom, and the times at which, Awards shall
be granted, the number of Shares subject to each, the exercise price, the
period and method of vesting of Options, the Effective Date of each Option
and the Option Period.
(b) SHARE AWARD. An Award may consist of Shares or may be denominated in
units of Shares. All or part of any share award may be subject to
conditions established by the Board, and set forth in the Award Agreement,
which may include, but are not limited to, continuous service with the
Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance. Such Awards may be based on the
Market Value or other specified valuations. The certificates evidencing
Shares issued in connection with a share award shall contain appropriate
legends and restrictions describing the terms and conditions of the
restrictions applicable thereto.
(C) CASH AWARD. An Award may be denominated in cash with the amount of the
eventual payment subject to future service and such other restrictions
and conditions as may be established by the Board, as set forth in the
Award Agreement, including, but not limited to, continuous service
with the Company and its Subsidiaries, achievement of specific
business objectives, increases in specified indices, attaining
specified growth rates and other comparable measurements of
performance.
5. PAYMENT OF AWARDS.
5.1 GENERAL. Payment of Awards may be made in the form of cash, Shares
or combinations thereof and may include such restrictions as the
Board shall determine, including in the case of Shares, restrictions
on transfer and forfeiture provisions.
5.2 DEFERRAL PERIOD. With the approval of the Board, payments may be
deferred, either in the form of installments or a future lump sum
payment. The Board may permit selected Participants to elect to
defer some or all types of Awards in accordance with procedures
established with the Board. Any deferred payment, whether elected by
the Participant or specified by an Award Agreement or by the Board,
may be forfeited if and to the extent that the Award Agreement so
provides.
5.3 DIVIDENDS AND INTEREST. Dividends or dividend equivalent rights may
be extended to and made part of any Award denominated in Shares or
units of Shares, subject to such terms, conditions and restrictions
as the Board may establish. The Board may also establish rules and
procedures for the crediting of interest on deferred cash payments
and dividend equivalents for deferred payment denominated in Shares
or units of Shares.
5.4 SUBSTITUTION OF AWARDS. At the discretion of the Board, a
Participant may be offered an election to substitute an Award for
another Award or Awards of the same or different type.
6. SHARES SUBJECT TO GRANT OF AWARDS
The Shares for which Awards are granted shall be authorized
but unissued Shares. The aggregate number of Shares which
may be issued under the Plan is limited to 2,500,000.
Each Share issued hereunder shall also be considered to
be an issuance under the BMG Plan, and shall (for greater
certainty) be subtracted upon issuance from the maximum
number of securities available again for issuance
thereunder. The share limits set out herein shall be
subject to increase or decrease by reason of
amalgamation, rights offerings, reclassification,
consolidations or subdivisions, as provided in paragraph
15 hereof, or as otherwise may be permitted by applicable
regulatory approval. Shares related to Awards that are
forfeited or terminated, expire unexercised, are settled
in cash in lieu of Shares or in a manner such that all or
some of the Shares covered by an Award are not issued to
a Participant, or are exchanged for Awards that do not
involve Shares, shall immediately become available for
Awards hereunder.
7. ELIGIBILITY
In order to be eligible for the grant of an Award by the
Board as provided herein, a person must be an officer or
employee of the Company or one of its Subsidiaries who
holds a position of responsibility and whose performance,
in the judgment of the Board, can have a significant
effect on the success of the Company and its
Subsidiaries.
8. AWARD AGREEMENT
Each Award made hereunder shall be embodied in an Award
Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Board in its
sole discretion and shall be signed by the Participant
and the Chief Executive Officer or the Chief Financial
Officer for and on behalf of the Company.
9. EXERCISE PRICE
The exercise price for each Share covered by an Option
shall be not less than the Market Price of the Shares on
the Effective Date.
10. VESTING
The Board may from time to time, in its sole discretion,
determine the period or periods, if any, required in order for all or
portions of any Award to vest, the method of vesting and the circumstances,
if any, pursuant to which vesting will be accelerated.
11. EXERCISE OF OPTIONS
Subject to the provisions of paragraph 10 of this Plan, an Option may be
exercised from time to time during its term as to any number of whole Shares
which are then available for purchase. A Participant electing to exercise an
Option on his or her own behalf shall give written notice of the election to the
Company in any form acceptable to the Company. The aggregate amount to be paid
for the Shares to be acquired pursuant to the exercise of an Option shall
accompany the written notice.
12. OPTION PERIOD
Subject to the terms and conditions of the specific Award
Agreement evidencing the Option, each Option shall be
exercisable by the Participant during a period (the
"Option Period") established by the Board at the time the
Option is granted which shall terminate no later than ten
years after the Effective Date, except that:
12.1 in the event of the death or permanent disability of the
Participant, all Options held by the Participant shall vest
immediately and the Participant's estate shall have the right to
exercise at any time within the earlier of twelve months of the
death of the Participant and the expiry of the Option Period, all or
any portion of the Options which the Participant has not previously
exercised.
12.2 in the event of the termination of employment of a Participant, any
unexercised, deferred or unpaid Awards shall be treated as provided
in the specific Award Agreement evidencing the Award. In the event
of such a termination, the Board may, in its discretion, provide for
the extension of the exercisability of an Award, accelerate the
vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award, waive any
restriction or other provision of this Plan or an Award or otherwise
amend or modify the Award in any manner that is either (i) not
adverse to such Participant or (ii) consented to by such
Participant.
All rights under an Option unexercised in whole or in part at
the termination of the Option Period shall be forfeited.
13. TAX WITHHOLDING
The Company shall have the right to deduct applicable taxes
from any Award payment and withhold, at the time of
delivery or vesting of cash of Shares under this Plan, an
appropriate amount of cash or number of Shares or
combination thereof for payment of taxes required by law
or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for
withholding of such taxes. The Board may also permit any
withholding obligation to be satisfied by the transfer to
the Company of Shares theretofore owned by the holder of
the Award with respect to which the holding is required.
If Shares are used to satisfy tax withholding, such
Shares shall be valued based on the Market Value thereof
when the tax withholding is required to be made.
14. NON-ASSIGNABLE
Except as expressly provided herein or unless otherwise determined by the
Board and provided in the Award Agreement, no Award or any other benefit under
this Plan shall be assignable or otherwise transferable. Options may be
exercised by the Participant and, upon the Participant's death, the legal
representative of his or her estate or any other person who acquires his or her
rights in respect of an Award by bequest or inheritance. A person exercising an
Option may subscribe for Shares only in his, her or its own name, as the case
may be, or in his or her capacity as a legal representative. The Board may
prescribe and include in the applicable Award Agreements other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under this
Plan in violation of this paragraph 14 shall be null and void.
15. EFFECTS OF ALTERATION OF SHARE CAPITAL OF THE COMPANY
In the event of any change in the number or value of the outstanding
Shares by reason of any stock dividend, special dividend, stock split, rights
offering, recapitalization, merger, consolidation, combination or exchange of
Shares or other similar corporate change, an equitable adjustment shall be made
in the number and/or kind of Shares issued or issuable under the Plan or subject
to outstanding Awards and/or in the case of Options, in the exercise price of
such Shares. Such adjustment shall be made by the Board and shall be conclusive
and binding for all purposes of the Plan, subject to the approval of The Toronto
Stock Exchange, if required.
16. AMENDMENT AND TERMINATION
The Board may, at any time and from time to time, subject to the prior
approval of The Toronto Stock Exchange and any other required regulatory
approvals, amend, suspend or terminate the Plan in whole or in part. No such
amendment, suspension or termination may, without the consent of the Participant
to whom an Award shall theretofore have been granted, adversely affect the right
of such Participant.
17. CONDITIONS FOR ISSUANCE OF SHARES
The obligation of the Company to issue Shares pursuant to this Plan shall
be subject to the condition that if at any time the Board shall determine, in
its discretion, that any registration, qualification or other approval in
connection with the Plan or the Shares covered thereby is necessary or desirable
under any provincial, federal or other law, then such Options may not be
exercised or such Shares not issued pursuant to any performance unit, in whole
or in part, unless and until such registration, qualification or approval shall
have been obtained free of any condition to acceptable to the Board.
18. RESTRICTIONS
No Shares or other form of payment shall be issued with respect to any
Award unless the Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable provincial securities
laws.
19. GOVERNING LAW
The Plan and any and all determinations made and actions taken in
connection with the Plan, shall be governed by and construed in accordance with
the laws of the province of Ontario and the laws of Canada applicable therein.
20. SEVERABILITY
To the extent a provision of the Plan required regulatory approval which
is not received, such provision shall be severed from the remainder of the Plan
until the approval is received and the remainder of the Plan shall remain in
effect.
DATED as of this 23rd day of October, 1997
BATTLE MOUNTAIN CANADA LTD.
Per:
Greg V. Etter
Assistant Secretary