DIRECTOR
BATTLE MOUNTAIN GOLD COMPANY
1988 DEFERRED INCOME STOCK OPTION PLAN
1. DEFERRED AMOUNT: _____________________________, (the
"Optionee"), a non-employee director of Battle Mountain Gold
Company, a Nevada corporation (the "Company"), hereby elects to
defer _______________ (the "Deferred Amount") for attending Board
of Directors or Committee meetings to be earned in the year
commencing ___________________ and ending December 31, 19___ (the
"Plan Year").
2. ELECTED EXERCISE PRICE: The Optionee hereby elects an
exercise price of $_____ ("Elected Exercise Price") per share of
common stock of the Company, $0.10 par value per share ("Stock").
The Elected Exercise Price shall not exceed the Fair Market Value
minus $1.00 nor be less than $1.00. "Fair Market Value" shall
mean the average of the quoted closing sales price per share of
Stock as reported on the Composite Tape of the New York Stock
Exchange for the five consecutive trading days immediately
preceding the Election Date which Fair Market Value was equal to
$______ for such period. "Election Date" shall mean the first day
of the Plan Year for which the Optionee files this Agreement with
the Company.
3. GRANT OF OPTION: The Company hereby grants to the
Optionee the option (the "Option") to purchase from the Company
shares of Stock at the Elected Exercise Price indicated in
Paragraph 2 above to be determined at the end of 1994. The
number of whole shares subject to option under this Agreement is
equal to the Deferred Amount divided by the Fair Market Value
less the Elected Exercise Price.
DEFERRED AMOUNT
---------------
(Fair Market Value) - = Number of Shares
Elected Exercise Price
4. OPTION SUBJECT TO THE PLAN: This Option is issued in
accordance with and subject to all of the terms, conditions and
provisions of the Battle Mountain Gold Company 1988 Deferred
Income Stock Option Plan as in effect on the date hereof and as
the same may hereinafter be amended from time to time (the
"Plan"), and administrative interpretations thereunder, if any,
which have been adopted by the Compensation and Stock Option
Committee or any other committee of the Board of Directors
authorized to administer the Plan (the "Committee") and which are
still in effect on the date hereof. The Optionee has received a
copy of, and is familiar with, the terms of the Plan and any such
administrative interpretations, which are hereby incorporated
herein by reference.
5. OPTION PERIOD: The Option shall become exercisable on
January 1, 19___ and shall terminate and be of no force and
effect with respect to any shares not previously taken up by the
Optionee upon the first to occur of (i) the expiration of ten
(10) years from the date hereof; (ii) in the case of resignation
of the Optionee from the Board of Directors (other than by reason
of death or total and permanent disability), the expiration of
three (3) years after the later of (a) the date of such
resignation or (b) the date on which such option first became
exercisable; or (iii) in the case of
termination of service as a director by the Optionee by reason
of death or total and permanent, the expiration of one year after
the later of (a) the date of such termination or (b) the date on
which such option first became exercisable.
6. TERMS OF EXERCISE:
(a) Subject to the limitations of the Plan and other
provisions of this Agreement, this Option may be exercised only
by written notice sent to the Secretary of the Company at 333 Clay
Street, 42nd Floor, Houston, Texas 77002, accompanied by payments
in cash, or at the option of the Optionee, in Stock theretofore
owned by the Optionee (or in a combination of cash and such
Stock), of the full consideration for the number of shares as to
which the Option is exercised.
(b) An Optionee, by written notice to the Company, may
designate one or more persons (and from time to time change such
designation), including his legal representative, who, by reason
of his death, shall acquire the right to exercise all or a
portion of the Option. If the person or persons so designated
wish to exercise any portion of the Option, they must do so
within the term of the Option as provided in Paragraph 5 of this
Agreement. Any exercise by a representative shall be subject to
the provisions of the Plan.
7. TERMINATION OF SERVICES: In the event of the
termination of services of an Optionee prior to the date on which
an Option granted to him becomes exercisable as provided in
Paragraph 5 of the Agreement, whether by quit, discharge,
retirement, disability or death, the Option shall become
exercisable on the date determined in accordance with Paragraph 5
of the Agreement, but only with respect to the number of shares
determined by reference to the compensation earned prior to such
termination.
8. ASSIGNMENT OR TRANSFER: The Optionee's rights under
the Plan and hereunder are personal; no assignment or transfer of
the Optionee's rights under and interest in the Option may be
made by the Optionee otherwise than by will or by the laws of
descent and distribution; and the Option is exercisable during
his lifetime only by the Optionee.
9. LIMITATION OF RIGHTS:
(a) Neither the Plan, nor the granting of an option nor any
other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time or
at any particular rate of compensation.
(b) An Optionee shall have no rights as a shareholder with
respect to the shares covered by the Option until the date of the
issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which
the record date is prior to the date such certificate is issued.
10. CHANGE IN PRESENT STOCK: In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made by the
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Committee in the number (including the aggregate numbers specified
in Section IV of the Plan), kind of shares which are or may become
subject to options granted or to be granted under the Plan and in
the purchase price per share of outstanding options.
11. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS: The
Committee shall have the power to modify the Option, provided
that any such action must be consistent with the provisions of
the Plan (including the terms and conditions set out in Section
VI of the Plan) and may not have the effect of altering or
impairing any rights or obligations under any Option previously
granted under the Plan without the consent of the Optionee.
12. STATUS OF PLAN UNDER SECTION 16(B) OF THE EXCHANGE ACT:
The Optionee is aware that the Company has not obtained from the
SEC any interpretive advice to the effect that the Plan complies
with Rule 16b-3 under the Exchange Act. Accordingly, while the
Company believes the Plan may comply with Rule 16b-3, the
Optionee should assume that the exemption afforded by Rule 16b-3
may be unavailable to the Plan. The Optionee should therefore
assume that the acquisition of an option under the Plan could be
deemed to result in a "purchase" for purposes of Section 16(b) of
the Exchange Act. The Optionee is advised to consult with the
Company's Legal Department prior to making an election under the
Plan with a view to planning his transactions so as to avoid an
unintended liability to the Company under Section 16(b).
Dated: ________________
BATTLE MOUNTAIN GOLD COMPANY
By______________________________
Kenneth R. Werneburg
President and Chief Operating
Officer
This Agreement has been entered
into as of the above date
by the undersigned, subject to
the terms and provisions of
the Plan and administrative
interpretations thereof referred
to above.
________________________________
Optionee
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