Amended Form of Performance Based Share Agreement under the 1996
Plan - 1997 Grants.
_________, 1997
___________________
___________________
___________________
RE: GRANT OF RIGHT TO RECEIVE PERFORMANCE BASED SHARES
Dear ________:
Effective upon your entering into this agreement, Homestake
Mining Company ("Company") grants you the right to receive
_______ shares of its $1.00 value common stock ("Shares") on the
following terms and conditions:
1. This grant is made under the Company's Stock Option and
Share Rights Plan - 1996 (the "Plan"). Any capitalized terms
used in this agreement that are not defined in this agreement
have the meanings given to them in the Plan.
2. Effective upon your entering into this agreement, 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 the Company's Common Stock, 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 this
agreement had such Share been outstanding on that record date.
Such Dividend Equivalents will accumulate without interest. At
the time your right to receive any Share under this agreement
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 was credited. If your right to
receive any Shares under this agreement is forfeited, your right
to receive related Dividend Equivalents will also be forfeited at
the same time. Any subsequent reference in this agreement to
Shares will be deemed to refer to the related Dividend
Equivalents, and any subsequent reference in this agreement to
the vesting in and/or issuance of Shares shall be deemed to refer
to the vesting in and/or payment of the related Dividend
Equivalents.
3. Your right to receive Shares under this agreement is
subject to achieving the Annual Performance Goals set out below
and is also subject to compliance with the terms and conditions
of this agreement. Shares will not be issued, and you will have
no rights of ownership in respect of ownership thereof, except
and until your rights to the Shares have vested. Except for
transfers by will or under laws of descent or distribution,
interests in and rights to receive
Shares may not be sold,
assigned, pledged or otherwise transferred until rights to the
Shares have vested and the Shares have been issued.
4. Your right to receive Shares will vest if and to the
extent the Annual Performance Goals described below are achieved:
(a) For purposes of this agreement, achievement of an
"Annual Performance Goal" means that the Company's market
capitalization per ounce (expressed in terms of dollars per ounce
of proven and probable reserves) has achieved, on a "Measurement
Date" set out in paragraph (c) below, the percentage of the
arithmetic average of the market capitalizations for the Standard
and Poor's Gold and Precious Metals Index companies set out under
"Annual Performance Goal" in paragraph (c) below.
(b) "Final Performance Date" means December 31, 2000.
(c) On each "Measurement Date" set out below, if the
Company achieves the Annual Performance Goal for that date, your
right to receive Shares will vest as to: (i) 25% of the Shares;
and (ii) any Shares as to which your right could have but did not
vest on any prior Measurement Date because the Annual Performance
Goal for that Measurement Date was not achieved. If the Company
fails to achieve the Annual Performance Goal for any Measurement
Date, your right to receive Shares will not vest on that
Measurement Date, but your right to receive those Shares will
vest on any subsequent Measurement Date on which the Annual
Performance Goal for that subsequent Measurement Date is
achieved. The Measurement Dates and the Annual Performance Goals
for each are as follows:
Measurement Date Annual Performance Goal
12/31/97 73%
12/31/98 82%
12/31/99 91%
12/31/00 100%
(d) For purposes of this agreement, "Standard and Poor's
Gold and Precious Metals Index Companies" means those companies
whose shares are included in the Standard and Poor's Gold and
Precious Metals Index from time to time, notwithstanding that
there may be a change in those companies between the date of this
agreement and the Final Performance Date.
5. This agreement will expire immediately after the close
of business on the Final Performance Date and any rights in
respect of Shares that have not vested on or before the Final
Performance Date will be forfeited. Except as otherwise provided
in connection with Termination of Employment, no rights in
respect of Shares will be forfeited prior to the close of
business on the Final Performance Date.
6. Except as hereafter provided, all rights to receive
Shares under this agreement that have not already vested will
expire and be forfeited to the Company if you cease to be an
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"Employee" (as defined in the Plan) of Homestake or any Affiliate
of Homestake prior to any Measurement 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.
(a) 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, you will continue to be treated as an Employee for a period
of thirty-six months following the date of such death, disability
or retirement or until the Final Performance Date, whichever is
earlier. Rights in respect of Shares that do not vest during
that period will be forfeited.
(b) If your Termination of Employment takes place within
two years following a "Change of Control" and is as a result of
(i) termination by the Company other than for "Good and
Sufficient Cause" or (ii) termination by you for "Good Reason,"
(all as defined in the Company's 1999 Change of Control Severance
Plan as amended from time to time), then on such termination,
your right to receive any Shares that remain unvested under this
agreement will immediately vest in full, and you will be entitled
to receive all such Shares as of the date of Termination of
Employment. The provisions of this paragraph 6(b) are in
addition to any rights that you may have under Article XIII of
the Plan.
(c) The Committee will have the authority, in its
discretion, to extend the term of this agreement 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.
7. You do does not own any Shares granted under this
agreement until your right to receive such Shares have vested and
such Shares have actually been issued. Until such Share
issuance, you will not be entitled to exercise any voting rights
or receive dividends in respect of such Shares.
8. Notwithstanding anything contained herein to the
contrary, the Company's obligation to issue or deliver Shares
pursuant to this agreement will be subject to all applicable
laws, rules and regulations, including stock exchange rules. If
any laws, rules or regulations require that the Company take any
action before issuance and delivery of Shares, then the date of
issuance and delivery will be delayed for the period necessary to
take such action.
9. As a condition to the issuance and delivery of any
Shares which vest under this agreement, the Company will have the
right to require you to remit to the Company, or the Company will
have the right to withhold from any amounts payable to you, as
compensation or
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otherwise, amounts sufficient to satisfy all
federal, state and local tax and other withholding requirements.
10. This agreement incorporates the Plan by reference. In
the event of a conflict between the terms of this agreement and
the Plan, the Plan, as interpreted and administered by the
Committee, will prevail.
Please indicate your agreement with the foregoing by signing one
copy of this agreement and returning it to the Company in the
enclosed envelope.
Very truly yours
Homestake Mining Company
By ______________________
I agree to the foregoing
_________________________________
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