EXHIBIT 10.1
RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF AMAX GOLD INC.
WHEREAS, Amax Gold Inc. (the "Company") maintains the Deferred Compensation
Plan for Members of the Board of Directors of Amax Gold Inc. (the "Directors'
Plan"), the Amax Gold Inc. 1992 Stock Option Plan (the "Option Plan"), the Amax
Gold Inc. Key Employees Long-Term Incentive Plan (the "Incentive Plan") and the
Amax Gold Inc. Separation Plan for Key Employees (the "Separation Plan")
(collectively, the "Plans"); and
WHEREAS, each of the Plans, by its terms, permits the Board of Directors of
the Company (the "Board") to amend the applicable Plan; and
WHEREAS, the Company wishes to make certain clarifying amendments to the
Plans, effective February 9, 1998; and
WHEREAS, the Board wishes to take certain actions with respect to the
Option Plan that relate to the proposed merger of the Company and Kinross Gold
Corporation; and
NOW, THEREFORE, it is hereby
I. PLAN AMENDMENTS
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RESOLVED that, effective February 9, 1998, each of the Plans shall hereby
be amended as follows:
1. Deferred Compensation Plan for Members of the Board of
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Directors of Amax Gold Inc.
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Paragraph 3 of Section 3.02 of the Directors' Plan is hereby amended
in its entirety to read as follows:
"The amount of Stock in each Participant's Account shall be appropriately
adjusted and modified upon the occurrence of any stock split, reverse stock
split, stock dividend, or stock consolidation. In the event that the
outstanding shares of Stock are exchanged for the stock of the surviving
entity in connection with a merger of the Company with another entity, the
Stock credited to Participants' Accounts
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shall be automatically converted into the stock of such surviving entity.
After the stock of the surviving entity is credited to Participants'
Accounts, dividends shall be credited thereto in the same manner as
dividends were credited on Stock credited to the Participants' Accounts
prior to the merger. Notwithstanding Section 4.03, following a conversion
of the Stock in the Participants' Accounts into the stock of the surviving
entity, distributions from the Plan shall be made in the stock of such
surviving entity."
2. Amax Gold Inc. 1992 Stock Option Plan
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Paragraph 3 of Section 8(c) of the Option Plan is hereby amended and
restated in its entirety to read as follows:
"Notwithstanding the immediately preceding two paragraphs, in the event of
a Change in Control, any optionee who holds an option granted under this
Plan shall be entitled to elect, during the 60-day period immediately
following such Change in Control, in lieu of acquiring the shares of Common
Stock covered by such option, to receive, and the Company shall be
obligated to pay, the Change in Control Settlement Value (as defined in
Section 8(h) hereof) with respect to shares of Common Stock up to the
number of shares covered by such option, which amount shall be paid in cash
within 15 days after (i) the Change in Control, if the Change in Control is
a transaction, or (ii) the closing of the transaction connected with a
Change in Control, if the Change in Control is not itself a transaction
(e.g., if the Change in Control is shareholder approval of a merger);
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provided that if an optionee's election is made on or after the event
described in clause (i) or (ii) above (as applicable), the amount shall be
paid in cash within 15 days after such election."
3. Amax Gold Inc. Key Executives' Long-Term
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Incentive Plan
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The last sentence of Section 4.1(b) of the Incentive Plan is hereby
amended to read as follows:
"Any such payment pursuant to this paragraph (b) shall be made in a lump-
sum within 15 days after (i) the Change in Control, if the Change in
Control is a transaction, or (ii) the closing of the transaction connected
with the Change in Control, if the Change in Control is not itself a
transaction (e.g., if the Change in Control is shareholder approval of a
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merger)."
4. Amax Gold Inc. Separation Plan for Key Employees
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(i) Section 1.1 of the Separation Plan is hereby amended as follows:
(A) By changing the definition of "Separation from Service" in its
entirety to read as follows:
"'Separation from Service' means termination of an Eligible Employee's
employment with the Company, within 12 months following a Change of
Control or in anticipation thereof, either (i) by the Company or by
the Successor (as applicable) without Cause or (ii) by the Eligible
Employee for Good Reason."
(B) By adding the definition of the term "Cause," to read as
follows:
"'Cause' means (i) substantial and continued failure by the Eligible
Employee to perform his services and duties to the Company (or the
Successor, as applicable), (ii) any act of fraud or embezzlement
against the Company (or the Successor, as applicable), or (iii) the
conviction, or pleading guilty or no contest, to a felony."
(C) By adding the definition of the term "Good Reason," to read as
follows:
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"'Good Reason'" means any of the following events: (i) material
reduction in the Eligible Employee's compensation, benefits, title or
duties, or (ii) a change in the Eligible Employee's principal place of
employment which is more than 35 miles away from the Eligible
Employee's pre-Change of Control place of employment, and more than 35
miles away from the Eligible Employee's primary residence."
(ii) Section 2.1(a) of the Separation Plan is hereby amended in its
entirety to read as follows:
"Except as set forth in Subsections (b) and (c), an Eligible Employee who
incurs a Separation from Service shall be eligible to receive Benefits."
(iii) Section 2.1(b)(2) of the Separation Plan is hereby amended in its
entirety to read as follows:
"the Eligible Employee has a Separation from Service, and a Successor
offers the Eligible Employee Comparable Employment following a Change of
Control, regardless of whether the Eligible Employee accepts such offer,
unless the principal place of business at which the Eligible Employee is
offered such Comparable Employment is more than 35 miles away from the
Eligible Employee's pre-Change of Control principal place of employment,
and more than 35 miles away from the Eligible Employee's primary
residence."
II. OPTION PLAN: ACCELERATION OF VESTING AND APPROVAL
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OF CERTAIN PAYMENTS
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RESOLVED, that, pursuant to the authority granted to the Board under the
Option Plan, all options granted under the Option Plan which are unvested on the
date of the "Change in Control" (as defined in the Option Plan) which is caused
by actions taken pursuant to the Merger Agreement, dated as of February 8, 1998
among the Company, Kinross and Kinross Merger
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Corporation (the "Kinross Change in Control") shall become fully vested and
exercisable at the time of the Kinross Change in Control; provided that such
full vesting shall not occur if (i) the combination of the Company and Kinross
in accordance with the Merger Agreement is intended by the Company to be
accounted for under the "pooling of interests" method for purposes of Canadian
accounting and (ii) the Company's auditors advise that such full vesting would,
if implemented, cause such pooling of interests method to be unavailable; and
RESOLVED, that the payments by the Company or its successor to holders
of options granted under the Option Plan, made in accordance with the "cashout"
election provided to such persons under the Option Plan on account of the
Kinross Change in Control, be, and they hereby are, approved with respect to
persons who are subject to Section 16(b) of the Securities Exchange Act of 1934,
as amended.
III. GENERAL
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FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized to execute and deliver such contracts, instruments and
other documents, and to take any and all such actions as may be necessary or
advisable to carry out the intent of the foregoing resolutions.
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IN WITNESS WHEREOF, the undersigned hereby have duly executed these
Resolutions as of the day of February 1998.
Milton H. Ward
Richard H. Block
Allen Born
Gerald J. Malys
Vernon Taylor, Jr.
Russell L. Wood
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