1994 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN GOLD COMPANY
PERFORMANCE UNIT AGREEMENT
1. BATTLE MOUNTAIN GOLD COMPANY (the "Company"), a Nevada
corporation, hereby awards to ________________________
(the "Participant"), an employee of the Company or one of its
subsidiaries, ________ units, representing an incentive award,
("Performance Units"), subject to the following terms and
conditions:
2. PERFORMANCE UNIT SUBJECT TO LONG-TERM INCENTIVE PLAN.
This Performance Unit is issued in accordance with and subject to
all of the terms, conditions and provisions of the 1994 Long-Term
Incentive Plan of Battle Mountain Gold Company (a copy of which,
as in effect on the date hereof, is attached as Exhibit 1
hereto), 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 (the "Committee") and are still in effect on the
date hereof. By executing this Agreement, the Participant
acknowledges that he has received a copy of, and is familiar with
the terms of, the Plan and any such administrative
interpretations, which are incorporated herein by reference.
3. PERFORMANCE PERIOD. The Performance Units hereby
awarded represent an incentive award for achievement during the
period July 1, ______ through June 30, ______ (the "Performance
Period").
4. PERFORMANCE UNIT ACCOUNT. The Company shall establish
an account for the Participant (the "Performance Unit Account")
and shall credit to such Performance Unit Account the number of
Performance Units awarded by the Company for the Performance
Period. A new Performance Unit Account shall be established for
each Performance Period, and the Participant may at any time have
one or more such Performance Unit Accounts.
5. CREDITS TO AND PAYMENTS FROM PARTICIPANTS' PERFORMANCE
UNIT ACCOUNTS.
(a) The award of a number of Performance Units to
the Participant shall be reflected as a book entry as
of the commencement of the Performance Period in the
Participant's Performance Unit Account.
(b) Subject to the provisions of Section 6 of
this Agreement, the Performance Unit Account of the
Participant shall be credited as of the date of the end
of such Performance Period with an amount, not to
exceed $1.50 per Performance Unit, calculated from a
formula to be determined by the Committee incorporating
such "performance measures" (as hereinafter defined) as
the Committee in its sole discretion deems appropriate,
all adjusted by a factor of actual performance as a
percentage of targeted performance. For purposes of
this Agreement, performance measure is any one of a
number of measures of Company performance chosen by the
Committee for
inclusion in the formula to calculate the Performance
Units awarded under this Agreement. The proposed
Performance Measures are to be chosen in part for their
relationship to the creation of value for the Company's
shareholders.
If any performance measure for any year
during the Performance Period shall have been affected
by special factors (including material changes in
accounting policies or practices, material acquisitions
or dispositions of property, or other unusual items)
which in the Committee's judgment should or should not
be taken into account, in whole or in part, in the
equitable administration of the Plan, the Committee
may, for any purpose of the Plan, adjust the applicable
performance measure as the case may be, for such year
(and subsequent years as appropriate), or any
combination of them, and make credits, payments and
reductions accordingly under the Plan.
(c) The Committee shall have authority to make
all decisions with respect to the crediting of amounts
to the Participant's Performance Unit Account with
respect to the Performance Period.
(d) Subject to Section 6 of this Agreement, the
balance credited to the Participant's Performance Unit
Account shall be paid to such Participant in the
following manner: one-half the credited amount as soon
as practicable following the end of the Performance
Period and one-half the credited amount as soon as
practicable following the date falling exactly one year
following the end of the Performance Period in which
the credited amount was earned.
(e) Payments shall be made in cash, shares of
Company Class A common stock, par value $0.10 ("Common
Stock") or a combination of cash and Company Common
Stock as determined by the Committee. The initial
method of payment shall be one-half cash and one-half
Company Common Stock, although this method remains
subject to change by the Committee. For the purpose of
distribution of Performance Units in Company Common
Stock, the value of such Company Common Stock shall be
calculated as the average of the daily closing sales
prices of the shares of Common Stock on the New York
Stock Exchange Composite Tape on the last five trading
days of the Performance Period with respect to which
such payment is being made, or such other appropriate
measurement of fair market value as shall be selected
by the Committee.
6. FORFEITURE OF PERFORMANCE UNIT. Anything contained in
the Plan or this Agreement to the contrary notwithstanding:
(a) All Performance Units and amounts credited to
the Participant's Performance Unit Account with respect
to or arising from this Performance Unit award shall be
forfeited immediately in the event of the "discharge
for cause" (as hereinafter defined) of such
Participant. Discharge for cause is the involuntary
termination of employment of the Participant as a
result of dishonesty or similar serious misconduct
directly related to the performance of duties for the
Company.
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(b) All Performance Units and amounts credited to
the Participant's Performance Unit Account with respect
to or arising from this Performance Unit award shall,
unless and to the extent that the Committee shall in
its absolute discretion otherwise determine by reason
of special mitigating circumstances, be forfeited in
the event that such Participant's employment shall
terminate at any time for reasons other than by death,
disability or retirement pursuant to the provisions of
the Company's retirement plan.
(c) If the Participant terminates employment with
the Company by reason of retirement pursuant to the
provisions of the Company's retirement plan (or, in the
sole discretion of the Committee, under the defined
benefit retirement plan of a subsidiary of the
Company), the Participant shall be deemed to have
earned a portion of the Performance Units awarded to
his Performance Unit Account based on the period of his
service with the Company during that Performance Period
prior to his termination date and on any other criteria
that the Committee in its sole discretion shall select.
The crediting of amounts to the Performance Unit
Account pursuant to this paragraph shall be effected at
the end of the Performance Period pursuant to
Section 5.
(d) If the Participant terminates employment with
the Company by reason of death or disability (as
hereinafter defined) the Participant shall be deemed to
have earned a portion of the Performance Units awarded
to his Performance Unit Account based on the period of
his service with the Company during that Performance
Period prior to his termination date and on any other
criteria that the Committee in its sole discretion
shall select. The crediting of amounts to the
Performance Unit Account pursuant to this paragraph
shall be effected at the end of the Performance Period
pursuant to Section 5. For purposes of this paragraph,
disability is any disability which qualifies as a
"total disability" under the Long-Term Disability Plan
of the Company.
(e) In the event of a "change in control" of the
Company (as hereinafter defined), Performance Units, or
the balance thereof, credited to the Participant's
Performance Unit Account shall become fully vested and
be immediately paid to the Participant in cash, as soon
as practicable after the date of the change of control.
In the event of a change of control of the Company,
Performance Units which have been awarded to the
Participant and allocated to his Performance Unit
Account but which have not yet been valued and credited
(because the Performance Period has not yet ended)
shall be immediately paid to the Participant in cash,
as soon as practicable after the date of the change of
control. For purposes of making such payment prior to
the end of the Performance Period, each Performance
Unit shall be deemed equal to and shall be valued at
$1.00.
For purposes of this Paragraph 6(e), a
"change in control" of the Company shall be deemed to
have occurred if:
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(i) any "person," including a
"group" as determined in accordance with
Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),
is or becomes the beneficial owner, directly
or indirectly, of securities of the Company
representing 30% or more of the combined
voting power of the Company's then
outstanding securities;
(ii) as a result of, or in
connection with, any tender offer or exchange
offer, merger or other business combination,
sale of assets or contested election, or any
combination of the foregoing transactions (a
"Transaction"), the persons who were
directors of the Company before the
Transaction shall cease to constitute a
majority of the Board of Directors of the
Company or any successor to the Company;
(iii) the Company is merged or
consolidated with another corporation and as
a result of such merger or consolidation less
than 70% of the outstanding voting securities
of the surviving or resulting corporation
shall then be owned in the aggregate by the
former stockholders of the Company, other
than (x) any party to such merger or
consolidation, or (y) any affiliates to any
such party;
(iv) a tender offer or exchange
offer is made and consummated for the
ownership of securities of the Company
representing 30% or more of the combined
voting securities; or
(v) the Company transfers
substantially all of its assets to another
corporation that is not a wholly owned
corporation of the Company.
(f) To the extent that the acceleration of
vesting or any payment made to the Participant
hereunder in the event of a change of control of the
Company is subject to federal income, excise, or other
tax at a rate above the rate ordinarily applicable to
like payments paid in the ordinary course of business
("Penalty Tax"), whether as a result of the provisions
of Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), any similar or analogous
provisions of any statute adopted subsequent to the
date hereof or otherwise, then the Company shall be
obligated to pay the Participant an additional amount
of cash (the "Additional Amount") such that the net
amount received by the Participant, after paying any
applicable Penalty Tax and any federal or state income
tax on such Additional Amount shall be equal to the
amount that Participant would have received if such
Penalty Tax were not applicable.
7. ASSIGNMENT OR TRANSFER. The Participant may designate
in writing a beneficiary (including the trustee or trustees of a
trust) who shall upon the death of the Participant be entitled to
receive amounts, if any, which would have been payable hereunder
to Participant. Such designation may be rescinded or changed by
the Participant at any time. Except as provided in this
Section 7, none
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of the amounts which may be payable under the Plan or this
Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt at such, whether voluntary or involuntary,
by operation of law or otherwise, shall be null and void, and any
such benefit shall not in any way be subject to the debts,
contracts, liabilities, engagements or torts of the person who
shall be entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person. Except as
described herein, no assignment or transfer of the Participant's
rights under and interest in this Agreement may be made by the
Participant otherwise than by will or by the laws of descent and
distribution.
8. LIMITATION OF RIGHTS. The selection of Participant for
participation in the Plan shall not give such Participant any
right to be retained in the employ of the Company and the right
of the Company to dismiss or discharge any such Participant is
specifically reserved. The benefits provided for Participant
under the Plan shall be in addition to, and shall in no way
preclude, other forms or compensation to or in respect of such
Participant.
9. WITHHOLDING. All payments made pursuant to this
Agreement shall be subject to withholding in respect of income
and other taxes required by law to be withheld, in accordance
with procedures to be established by the Committee. Unless the
Committee otherwise determines, withholding obligations at a flat
28% rate (or such other rate as may be established under
applicable law) shall be satisfied by withholding from any
payment hereunder 28% (or such other percentage) of the shares of
Common Stock otherwise distributable and 28% (or such other
percentage) of the cash otherwise distributable, and any
additional elective withholding shall be satisfied by deducting
additional amounts from the cash portion of the distribution.
IN WITNESS WHEREOF, this Agreement has been executed on this ___
day of ________________, but effective as of July 1, ______.
BATTLE MOUNTAIN GOLD COMPANY
By________________________________
This Performance Unit has been accepted
as of the above date by the undersigned,
subject to the terms and provisions of
the Plan and administrative interpretations
thereof referred to above.
_______________________________
Participant
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________________________________
SOCIAL SECURITY NUMBER
ADDRESS OF RECORD
________________________________
________________________________
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