Amended Form of Bonus Stock Program Agreement under the
1996 Plan.
HOMESTAKE MINING COMPANY
BONUS STOCK PROGRAM ELECTION FORM
I have read the Bonus Stock Program Memorandum Dated as of
__________ (which is deemed incorporated herein by this
reference), and I understand the Bonus Stock Program. I have
also had the opportunity to ask all questions I may have with
regard to the program, and I have received satisfactory answers
to all of my questions. I understand that, in electing to
participate in the Bonus Stock Program, there is no assurance
that cash bonuses will in fact be paid for _____, and therefore
there is no assurance that I will in fact receive a contingent
right to receive shares. I understand that the number of shares
subject to any contingent share right will have a value (on the
date bonuses are approved) equal to 150% of the cash foregone,
that the number of shares subject to the contingent share right
will be determined on that date, and that the number of shares
subject to the contingent share right will not change, regardless
of subsequent changes in market value of the shares. I also
understand that once I forego any cash, that cash will not be
paid to me even if I forfeit all rights to receive the shares
subject to the contingent share right. I understand that my
right to receive the shares will vest over three years from the
date the cash bonus being foregone is approved by the Board of
Directors - 50% after one year, 25% after two years and 25%
after three years. I also understand that, with certain
exceptions described in the Memorandum, I must continue to be an
employee of Homestake or its affiliated companies on the vesting
dates; otherwise I will forfeit all rights to the unvested shares
and related dividend equivalency amounts. Finally, I understand
that this election is irrevocable.
I hereby elect to forego _____%, subject to a maximum amount
of $_______________, of the cash bonus I may be entitled to
receive for the year _____. I elect to receive a contingent
right to receive Homestake Mining Company Common Stock in lieu
thereof. The terms of that contingent right are described in the
Memorandum and in the accompanying Terms and Conditions, which
are deemed incorporated in this election form. This election
will be effective upon its acceptance by Homestake Mining
Company.
_________________________________
Name
_________________________________
Signature
_________________________________
Date
ACCEPTED:
Homestake Mining Company
By ____________________
TERMS AND CONDITIONS TO HOMESTAKE MINING COMPANY
BONUS STOCK PROGRAM ELECTION FORM
1. These Terms and Conditions are a part of the contract
created by the Bonus Stock Program Election Form ("Election
Form") when it has been executed by you and accepted by Homestake
Mining Company ("Homestake" or the "Company").
2. The grant of a contingent right to receive Homestake
Mining Company Common Stock, $1.00 par value ("Homestake Shares")
pursuant to the Bonus Stock Program is made under the pursuant
to the Company's Stock Option and Share Rights Plan - 1996 (the
"Plan"). Any capitalized terms used herein that are not defined
herein have the meanings given to them in the Plan.
3. Effective upon (i) your proper completion, execution
and delivery of the Election Form and (ii) its acceptance by
Homestake, you will have made the election specified in the
Election Form to forego up to 50% of your potential cash bonus
for ______ in exchange for the award of a contingent right to
receive Homestake Shares in the future (the "Contingent Right").
You are not assured that there will be a cash bonus for ______
payable to you, and the making of the election specified in the
Election Form does not assure that any cash bonus for ______ will
be payable in fact; you will not receive the Contingent Right
unless the cash bonus foregone by you is approved by the Board of
Directors, as provided below. Further, ONCE THE ELECTION IS
MADE, THE ELECTION IS IRREVOCABLE, AND YOU WILL FOREVER GIVE UP
ALL RIGHTS TO RECEIVE ANY FOREGONE CASH BONUS FOR ______ THAT
OTHERWISE WOULD HAVE BEEN PAYABLE, EVEN IF YOU FORFEIT ALL OR ANY
PART OF YOUR CONTINGENT RIGHT. THE ELECTION MAY NOT BE MADE AS
TO ANY PART OF THE CASH BONUS THAT HAS BEEN DEFERRED UNDER THE
COMPANY'S DEFERRED COMPENSATION PLAN.
4. The number of Homestake Shares subject to your
Contingent Right will be that number of Homestake Shares which
have a fair market value, on the day your cash bonus for ______
is approved by the Homestake Board of Directors ("Approval
Date"), equal to 150% of the amount of cash bonus for ______ that
is foregone by you. For this purpose, "fair market value" will
be the Closing Price of Homestake Shares on the New York Stock
Exchange on the Approval Date (or the next preceding trading day
if Homestake Shares do not trade on the Approval Date). If
Homestake Shares are not listed or otherwise trading on the New
York Stock Exchange at or about the Approval Date, the fair
market value will be determined by the Committee in its sole
discretion. Once the number of Homestake Shares subject to your
Contingent Right is determined, that number of Homestake Shares
is fixed and will not vary because of subsequent changes in the
market value of Homestake Shares. As a result, you take
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the market risk of an increase or decrease in the value of the
Homestake Shares subject to your Contingent Right.
5. There also will be established for you in the records
of the Company a Dividend Equivalency Account. As of each
subsequent record date for dividends on Homestake Shares, there
will be credited to your Dividend Equivalency Account an amount
equal to the amount of dividends (a "Dividend Equivalent") that
would have been payable in respect of each unvested Share subject
to your Contingent Right had such Share been outstanding on that
record date. Dividend Equivalents will accumulate without
interest. At the time your right to receive any Share subject to
your Contingent Right vests, you will also vest in and be
entitled to receive the accumulated Dividend Equivalents that
have accrued in your Dividend Equivalency Account in respect of
such Share. Under no circumstances will you have any rights in
or right to receive any Dividend Equivalent until you vest in the
Share in respect of which the Dividend Equivalent is credited.
If your right to receive any Shares subject to your Contingent
Right is forfeited, your right to receive related Dividend
Equivalents will also be forfeited at the same time. Any
subsequent reference in these Terms and Conditions to Shares will
be deemed to refer to the related Dividend Equivalents, and any
subsequent reference in these Terms and Conditions to the vesting
in and/or issuance of Shares also will be deemed to refer to the
vesting in and/or payment of the related Dividend Equivalents.
6. Your right to receive Homestake Shares subject to your
Contingent Right will vest over three years. Your right to
receive 50% of the Homestake Shares subject to your Contingent
Right will vest on the first anniversary of the Approval Date.
Your right to receive an additional 25% will vest on each of the
second and third anniversaries of the Approval Date. THE RIGHT
TO RECEIVE SHARES IS ALSO CONTINGENT ON YOUR CONTINUING TO BE AN
EMPLOYEE OF HOMESTAKE (OR AN AFFILIATED COMPANY) ON THE VESTING
DATE AS SET OUT BELOW. Shares will not be issued, and you will
have no rights of ownership in respect thereof, except and until
your rights to the Homestake Shares have vested. Except for
transfers by will or under laws of descent or distribution,
interests in and rights to receive Homestake Shares under your
Contingent Right may not be sold, assigned, pledged or otherwise
transferred until rights to the Homestake Shares have vested and
the Homestake Shares have been issued.
7. (a) Except as hereafter provided, all rights to
receive Homestake Shares under your Contingent Right that have
not already vested immediately will expire and be forfeited if
you cease to be an "Employee" (as defined in the Plan) of
Homestake or any Affiliate of Homestake prior to an anniversary
of the Approval Date ("Termination of Employment"). If any
company or other entity which is your employer ceases to be an
Affiliate of Homestake, then you will be deemed to have ceased
being an Employee as of the time that company or other entity
ceases to be an Affiliate.
(b) If your Termination of Employment is because you (i)
die, (ii) are Disabled (as defined in the Homestake Retirement
Plan), (iii) retire from Homestake or any Affiliated Company on
or after your Normal Retirement Date or on your Early Retirement
Date (as defined in the Homestake Retirement Plan), or (iv)
retire at a time when you are eligible to receive a "Retirement
Benefit" under the Homestake Executive Supplemental Retirement
Plan, your right
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to receive all unvested Homestake Shares subject
to your Contingent Right will immediately vest, and you will be
entitled to receive all Homestake Shares subject to the
Contingent Right as of the date of Termination of Employment.
(c) If there is a "Corporate Transaction" or a "Change of
Control" of Homestake, as defined in the Plan, then under certain
circumstances outlined in the Plan, there may be an acceleration
of vesting of your right to receive Homestake Shares subject to
your Contingent Right. If that occurs, then you may vest in and
be entitled to receive Homestake Shares subject to your
Contingent Right, or cash in lieu thereof under certain
circumstances.
(d) If your Termination of Employment takes place within
two years following a "Change of Control" and is as a result of
(i) termination by Homestake other than for "Good and Sufficient
Cause" or (ii) termination by you for "Good Reason," (all as
defined in Homestake's 1999 Change of Control Severance Plan),
then on such termination, your right to receive any unvested
Homestake Shares subject to your Contingent Right will
immediately vest, and you will be entitled to receive all
Homestake Shares subject to your Contingent Right as of the date
of Termination of Employment."
(e) The Committee will have the authority, in its
discretion, to extend the term of your Contingent Right to
include all or part of any period of time during which you
continue as an Employee of any corporation, joint venture,
partnership or other entity in which Homestake has, directly or
indirectly, at least a 20% ownership or profits interest or
during which you act as a consultant to Homestake, any of its
Affiliates, or any corporation, joint venture, partnership or
other entity in which Homestake has, directly or indirectly, at
least a 20% ownership or profits interest.
8. You do not own any Homestake Shares subject to your
Contingent Right until your right to receive such Homestake
Shares has vested and such Homestake Shares have actually been
issued. Until issuance of the Homestake Shares, you will not be
entitled to exercise any voting rights or receive dividends in
respect thereof.
9. Notwithstanding anything contained herein to the
contrary, Homestake's obligation to issue or deliver Homestake
Shares hereunder will be subject to all applicable laws, rules
and regulations, including stock exchange rules. If any laws,
rules or regulations require that Homestake take any action
before issuance and delivery of Homestake Shares subject to your
Contingent Right, then the date of issuance and delivery will be
delayed for the period necessary to take such action.
10. As a condition to the issuance and delivery of any
Homestake Shares subject to your Contingent Right, Homestake will
have the right to require you to remit to Homestake, or Homestake
will have the right to withhold from any amounts payable to you,
as compensation or otherwise, amounts sufficient to satisfy all
federal, state, provincial and local tax and other withholding
requirements. Alternatively, if you give written notice to
Homestake at least seven days in advance of any anniversary of
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the Approval Date, Homestake will retain a portion of the
Homestake Shares and Dividend Equivalents otherwise payable to
you on that anniversary of Approval Date, in an amount equal in
value to the required withholding amounts, which it will use to
satisfy such withholding requirements; provided, however, that if
Homestake withholds an incorrect amount, that will not relieve
you from paying the correct amount, if Homestake underwithholds,
nor will it relieve Homestake from reimbursing you, if Homestake
overwithholds.
11. These Terms and Conditions incorporate the Plan by
reference. In the event of a conflict between these Terms and
Conditions and the Plan, the Plan, as interpreted and
administered by the Committee, will prevail.
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