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EXHIBIT 4.6
MERIDIAN GOLD INC.
1999 SHARE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of this Meridian Gold Inc.1999 Share Incentive Plan is to attract,
retain and motivate eligible employees (including prospective employees),
officers and directors of, and Consultants who may perform services for, the
Company and its subsidiaries, to compensate them for their contributions to the
Company's long-term growth and development, and to encourage them to acquire a
proprietary interest in the success of the Company.
2. DEFINITIONS
Unless otherwise defined herein, the following terms used in this Plan have the
meaning given to them below:
"ASSOCIATE" has the meaning given to it in the Securities Act
(Ontario), as amended from time to time;
"AWARD" means an award made pursuant to the Plan as provided in section
4;
"AWARD AGREEMENT" means a written document by which each Award is
evidenced;
"BOARD" and "BOARD OF DIRECTORS" mean the board of directors of the
Company;
"CERTIFICATE" means a share certificate (or other appropriate document
or indicia of ownership) representing Common Shares of the Company;
"CODE" means the United States Internal Revenue Code of 1986, as
amended from time to time;
"COMMITTEE" means the compensation committee appointed by the Board of
Directors to administer this Plan. All references in this Plan to the
Committee means the Board of Directors if no such compensation
committee has been appointed;
"COMMON SHARES" means the Common Shares of the Company or, in the event
of an adjustment contemplated in Section 15, such other shares to which
a Participant may be entitled as a result of such adjustment;
"COMPANY" means Meridian Gold Inc., any successor of it, and where the
context so requires, any subsidiary of Meridian Gold Inc.;
"CONSULTANT" means an individual, other than an Employee or an Officer
of the Company, that:
(i) is engaged to provide ongoing consulting, technical,
management or other services on a bona fide basis to
the Company or to a subsidiary of the Company under a
written contract between the Company or the
subsidiary and the individual or a company or
partnership of which the individual consultant is an
employee or a shareholder or partner, and
(ii) in the reasonable opinion of the Company, spends or
will spend a significant amount of time and attention
on the affairs and business of the Company or a
subsidiary of the Company;
"CONSULTING CONTRACT" means a contract between a Consultant (or a
company or partnership of which the individual consultant is an
employee or a shareholder or partner) and the Company, governing the
terms with respect to the provision of the Consultant's services to the
Company;
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"DATE OF GRANT" means the date a Participant is granted an Option;
"DIRECTOR" means a person occupying the position of director on the
Board of Directors;
"DISABILITY" for purposes of this Plan means permanent and total
disability as determined in the sole discretion of the Committee;
"EMPLOYEE" means a full time permanent or contract employee of the
Company or a subsidiary of the Company;
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934,
as amended from time to time;
"EXERCISE DATE" means the date the Company receives from a Participant
a completed notice of exercise contemplated by Section 8(d), together
with payment for the Option Shares being purchased;
"FAIR MARKET VALUE" means, with respect to a Common Share on any day,
the weighted average trading price of the Common Shares on the TSE for
the previous five days prior to the date in question, provided that, if
no sales of Common Shares were made on said exchange on such dates, the
weighted average trading price of the Common Shares as reported for the
five most recent preceding days on which sales of Common Shares were
made on said exchange;
"INCENTIVE STOCK OPTION" has the meaning given to it in Section 8(e);
"INSIDER" means:
(i) an insider of the Company as defined in the
Securities Act (Ontario), as amended from time to
time, other than a person who falls within such
definition solely by virtue of being a director or
senior officer of a subsidiary of the Company; and
(ii) an Associate of any person who is an insider by
virtue of clause (i) of this definition;
"MARKET PRICE" has the meaning given to it in the Regulation to the
Securities Act (Ontario), as amended from time to time;
"NYSE" means the New York Stock Exchange;
"OFFICER" means an officer as defined by the Securities Act (Ontario),
as amended from time to time, of the Company or its subsidiaries;
"OPTION" means a non-assignable, non-transferable right to purchase
Common Shares granted pursuant to this Plan;
"OPTION PERIOD" means the period set forth in Section 8(a) during which
a Participant may purchase Option Shares (provided, however, that the
Option Period may not exceed ten years from the relevant Date of
Grant);
"OPTION PRICE" means the price per share at which a Participant may
purchase Option Shares as fixed by the Committee;
"OPTION SHARES" means the Common Shares which a Participant is entitled
to purchase pursuant to Options granted pursuant to this Plan;
"PARTICIPANTS" means Directors, Officers, Employees, and Consultants;
"PLAN" means this 1999 Share Incentive Plan, as amended from time to
time;
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"POLICY" means the Revised Policy of the Toronto Stock Exchange on
Listed Company Share Incentive Arrangements;
"RESTRICTED OFFICERS" means the Chief Executive Officer of the Company
and the four highest compensated officers (other than the Chief
Executive Officer) as defined in (United States) Treasury Regulation
1.162-27(c)(2); and
"TSE" means The Toronto Stock Exchange.
3. ELIGIBILITY
Participation in this Plan shall be limited to Participants who are designated
from time to time by the Committee. Participation shall be voluntary and the
extent to which any Participant shall be entitled to participate in this Plan
shall be determined by the Committee.
4. TYPES OF AWARDS UNDER PLAN
Awards under the Plan may be made in the form of (a) Options, (b) share
appreciation rights, (c) restricted shares, (d) restricted share units, (e)
performance shares and share units, and (f) other equity-based or equity-related
awards that the Committee determines to be consistent with the purpose of the
Plan and the interests of the Company.
5. NUMBER OF COMMON SHARES AVAILABLE FOR AWARDS
(a) The aggregate number of Common Shares which may be reserved
for issuance pursuant to Options and share appreciation rights
granted under this Plan shall not exceed (i) 5,200,000 Common
Shares, minus (ii) the number of Common Shares which may be
issued on the exercise of options granted under the Company's
1996 Stock Option Plan.
(b) Of the 5,200,000 Common Shares referred to in Section 5(a),
the aggregate number which may be reserved for issuance
pursuant to Incentive Stock Options shall not exceed 2,000,000
Common Shares.
(c) The aggregate number of Common Shares which may be reserved
for issuance pursuant to Awards other than Options and share
appreciation rights granted under this Plan shall not exceed
1,000,000 Common Shares.
(d) The aggregate number of Common Shares which may be reserved
for issuance pursuant to Awards granted under this Plan to all
of the Directors as a group shall not exceed 100,000 during
any one-year period.
(e) If, for any reason, any Common Shares subject to issuance
under this Plan or the Company's 1996 Stock Option Plan are
not issued for reasons including, but not limited to,
expiration or cancellation as provided for herein, such Common
Shares shall again become available for grant under this Plan.
(f) The following restrictions shall also apply to this Plan,
together with all other plans or stock option agreements of
the Company:
(i) the aggregate number of Common Shares reserved for
issuance pursuant to Awards that provide for an
option to purchase Common Shares from treasury
granted to Insiders shall not exceed 10% of the
Outstanding Issue;
(ii) Insiders shall not be issued, within any one-year
period, a number of Common Shares pursuant to Awards
which exceeds 10% of the Outstanding Issue
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(iii) no Insider together with such Insider's Associates
shall be issued, within any one year period, a number
of Common Shares pursuant to Awards which exceeds 5%
of the Outstanding Issue; and
(iv) the number of Common Shares reserved for issuance
pursuant to Awards that provide for an option to
purchase Common Shares from treasury to any one
Participant shall not exceed 5% of the Outstanding
Issue.
For purposes of this section, the term "Outstanding Issue" shall have the
meaning ascribed to it in the Policy. In addition, for purposes of clauses (ii)
and (iii) above, "Outstanding Issue" shall be determined on the basis of the
number of shares that are outstanding immediately prior to the share issuance in
question, excluding shares issued pursuant to share compensation arrangements
over the preceding one-year period.
6. AGREEMENTS EVIDENCING AWARDS
Each Award granted under the Plan (except an Award of unrestricted Common
Shares) shall be evidenced by a written document which shall contain such
provisions and conditions as the Committee in its discretion deems appropriate.
The Committee may grant Awards in tandem with or, subject to pre-clearance with
the TSE, in substitution for any other Award or Awards granted under this Plan
or any award granted under any other plan of the Company. By accepting an Award
pursuant to the Plan, a Participant thereby agrees that the Award shall be
subject to all of the terms and conditions of the Plan and the applicable Award
Agreement.
7. NO RIGHTS AS A SHAREHOLDER
No Participant shall have any of the rights of a shareholder of the Company with
respect to shares subject to such Award until the issuance of a Certificate for
such shares. Except as otherwise provided in Section 15, no adjustments shall be
made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which the
record date is prior to the date such Certificate is issued.
8. OPTIONS, PRICE, VESTING, PAYMENT, TERMINATION AND INCENTIVE STOCK OPTIONS
(a) The Committee shall advise each Participant of the number of
Option Shares that such Participant is entitled to purchase,
the Option Price, the Option Period (which may not exceed ten
years from the relevant Date of Grant) and the vesting
schedule.
(b) The Committee shall fix the Option Price in its discretion,
provided that
(i) the Option Price shall be fixed by the Committee in
Canadian or U.S. dollars;
(ii) if the Option Price is fixed in Canadian dollars, it
shall be no less than the closing price of the Common
Shares on the TSE on the trading day prior to the
Date of Grant;
(iii) if the Option Price is fixed in U.S. dollars, it
shall be no less than the closing price of the Common
Shares on the NYSE on the trading day prior to the
Date of Grant;
(iv) if the Common Shares are not listed on the TSE or the
NYSE, the Option Price shall be determined based upon
the trading prices of the Common Shares on any stock
exchange in Canada or the United States on which the
Common Shares are then listed; and
(v) if the Common Shares are not listed on any stock
exchange in Canada or the United States, the Option
Price shall be determined by the Committee in its
sole discretion.
(c) At the time of grant, the Committee may determine when an
Option will become exercisable and may determine that the
Option shall be exercisable in instalments on such terms as to
vesting or otherwise as the Committee deems advisable. Unless
otherwise provided by the Committee, Options will vest, as to
one third of the Options granted, on each of the first, second
and third anniversaries of the Date of Grant,
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provided that the Participant is an Employee, Officer,
Director or Consultant at the time of vesting.
(d) A Participant may from time to time and at any time during the
Option Period, elect to purchase all or a portion of the
Option Shares which such Participant is then entitled to
purchase by delivering to the Company at its registered
office, a notice in writing which shall specify the number of
Option Shares that the Participant desires to purchase and
shall be accompanied by payment in full of the purchase price
for such Option Shares. Payment may be made by cash, certified
cheque, bank draft or money order, payable to the order of the
Company, or if permitted by the Committee, by means of
tendering Common Shares valued at the Market Price or as
otherwise required by applicable law, or surrendering another
Award, subject to pre-clearance with the TSE, or any
combination thereof. The Committee shall determine acceptable
methods to exercise an Option as it deems appropriate.
(e) An Option may be in the form of an incentive stock option
("Incentive Stock Option"), which, in addition to being
subject to the applicable terms, conditions, and limitations
established by the Committee with respect to Options, complies
with section 421 and 422 of the Code, and which is so
designated in the applicable Award Agreement. No Incentive
Stock Option shall be granted more than ten years after the
date of this Plan. Incentive Stock Options may be granted only
to Participants who are Employees.
(f) If, for any reason, a Participant's employment with the
Company and any of its subsidiaries is terminated for any
reason whatsoever, whether for or without cause and whether
with or without reasonable notice, or a Participant who is a
Director or Consultant ceases to be a Director or a
Consultant, as the case may be, and such termination of
employment, Board position or Consulting Contract is due to:
(i) (A) normal retirement under the Company's then
existing policies; (B) early retirement at the
request of the Company; (C) death; or (D) Disability,
then there shall be immediate vesting upon the
effective date such employment is terminated or a
Participant who is a Director or Consultant ceases to
be a Director or Consultant, as the case may be (and
not at the date any period of reasonable notice would
expire in the case of termination by the Company)(the
"Termination Date") of the Awards that would
otherwise have vested in the 12 month period
following the Termination Date, and all Awards that
would have vested after such 12 month period
following the Termination Date shall expire. All
Awards that have vested in such Participant shall be
exercisable during the period which is the shorter
of: (x) the remainder of the applicable Option Period
(or other applicable exercise period); and (y) 180
days after the Termination Date, after which period,
such Awards may no longer be exercised; or
(ii) any reason other than those specified in item (i) (A)
to (D), inclusive, then the Awards that have vested
(but not yet expired) before the Termination Date
shall be exercisable during the period which is the
shorter of: (x) the remainder of the applicable
Option Period (or other applicable exercise period),
and (y) 90 days after the Termination Date, after
which period, the Awards may no longer be exercised.
Any Awards that have not vested before the
Termination Date shall expire on the Termination
Date.
9. SHARE APPRECIATION RIGHTS
The Committee may grant share appreciation rights in such amounts and subject to
such terms and conditions as the Committee shall determine in its discretion.
The grantee of a share appreciation right shall have the right, subject to the
terms of the Plan and the applicable Award Agreement, to receive from the
Company an amount equal to (a) the excess of the Fair Market Value of a Common
Share on the date of exercise of the share appreciation right, over (b)
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the exercise price of such right as set forth in the Award Agreement, multiplied
by (c) the number of Common Shares with respect to which the share appreciation
right is exercised. Payment upon exercise of a share appreciation right may be
in cash, Common Shares (valued at Fair Market Value), or any combination
thereof, all as the Committee shall determine in its discretion.
10. RESTRICTED SHARES
(a) The Committee may grant restricted shares to Participants in
such amounts and subject to such terms and conditions as the
Committee shall determine in its discretion.
(b) Promptly after a Participant accepts a restricted share Award,
the Company shall issue in the Participant's name a
Certificate for the Common Shares covered by the Award. Upon
the issuance of such Certificate, the Participant shall have
the rights of a shareholder with respect to the restricted
shares, subject to any restrictions and conditions as the
Committee in its discretion may include in the applicable
Award Agreement. Unless the Committee shall otherwise
determine, any Certificate issued evidencing shares of
restricted shares shall remain in the possession of the
Company or its designated agent until such shares are free of
any restrictions specified in the applicable Award Agreement.
(c) Restricted shares may not be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of
(including through the use of any cash-settled instrument)
except as specifically provided in the applicable Award
Agreement. The Committee at the time of grant shall specify
the date or dates (which may depend upon or be related to the
attainment of performance goals and other conditions) on which
the nontransferability of the restricted shares shall lapse.
11. RESTRICTED SHARE UNITS
The Committee may grant Awards of restricted share units to Participants in such
amounts and subject to such terms and conditions as the Committee shall
determine in its discretion. A Participant who is granted a restricted share
unit will have only the rights of a general unsecured creditor of the Company
until payment of Common Shares, cash or other securities or property is made as
specified in the applicable Award Agreement. On the payment date, the
Participant of each restricted share unit not previously forfeited under the
terms of the applicable Award Agreement shall receive Common Shares, cash,
securities or other property equal in value to the Common Shares or a
combination thereof, as specified by the Committee.
12. PERFORMANCE SHARES AND SHARE UNITS
The Committee may grant Awards of performance shares to Participants in the form
of actual Common Shares or share units having a value equal to an identical
number of Common Shares in such amounts and subject to such terms and conditions
as the Committee shall determine in its discretion. A Participant who is granted
a performance share unit will have only the rights of a general unsecured
creditor of the Company until payment of Common Shares, cash or other securities
or property is made as specified in the applicable Award Agreement. In the event
that a Certificate is issued in respect of performance shares, such Certificate
shall be registered in the name of the Participant but shall be held by the
Company or its designated agent until the time the performance shares are
earned. The Committee shall determine in its sole discretion whether performance
shares and performance share units shall be paid in Common Shares, cash,
securities or other property, or a combination thereof.
13. OTHER STOCK-BASED AWARDS
The Committee may grant other types of equity-based or equity-related Awards to
Participants (including the grant of unrestricted Common Shares) in such amounts
and subject to such terms and conditions as the Committee shall in its
discretion determine. Such Awards may entail the transfer of actual Common
Shares to Participants, or payment in cash or otherwise of amounts based on the
value of Common Shares, and may include, without limitation, Awards designed to
comply with or take advantage of the applicable local laws of foreign
jurisdictions.
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14. WITHHOLDING OF TAX
If the Company determines that under the requirements of applicable taxation
laws it is obliged to withhold for remittance to a taxing authority any amount
as a condition of the issuance of any Common Shares pursuant to any Awards, the
Company may, prior to and as a condition of issuing the Common Shares, require
the Participant to pay to the Company, in addition to and in the same manner as
the purchase price for the Common Shares, such amount as the Company is obliged
to remit to such taxing authority in respect of the issuance of the Common
Shares. Any such additional payment shall, in any event, be due no later than
the date as of which any amount with respect to the issuance of the Common Share
exercise must be remitted by the Company to such taxing authority. Payment may
be in cash or, with the prior approval of and upon conditions established by the
Committee, by withholding or tendering of Common Shares, valued at the closing
trading price of the Common Shares on the TSE for the previous day prior to the
date in question.
15. ADJUSTMENT IN SHARES
The number of Common Shares subject to this Plan, the number of Common Shares
available under Awards granted, the Option Price, and the exercise price for
share appreciation rights and other stock-based Awards shall be adjusted from
time to time, in such manner and by such procedure deemed appropriate by the
Committee, to reflect adjustments in the number of Common Shares arising as a
result of subdivision, stock dividends, consolidations or reclassification of
the Common Shares or other relevant changes in the authorized or issued capital
of the Company. No fractional Common Shares shall be issued on the exercise of
an Award. Accordingly, if, as a result of any adjustment under this Section, a
Participant would become entitled to a fractional Common Share, the Participant
shall have the right to acquire only the adjusted number of full Common Shares
and no payment or other adjustment will be made with respect to the fractional
Common Shares so disregarded.
16. REQUIRED CONSENTS
(a) If the Committee shall at any time determine that any consent
(as hereinafter defined) is necessary or desirable as a
condition of, or in connection with, the granting of any
Award, the issuance of Common Shares or the delivery of any
cash, securities or other property under the Plan, or the
taking of any other action thereunder (each such action being
hereinafter referred to as a "plan action"), then such plan
action shall not be taken, in whole or in part, unless and
until such consent shall have been effected or obtained to the
full satisfaction of the Committee.
(b) The term "consent" as used herein with respect to any plan
action includes (i) any and all listings, registrations or
qualifications in respect thereof upon any stock exchange or
under any applicable law, rule or regulation, (ii) any and all
written agreements and representations by the grantee with
respect to the disposition of shares, or with respect to any
other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from
the requirement that any such listing, qualification or
registration be made and (iii) any and all other consents,
clearances and approvals in respect of a plan action by any
governmental or other regulatory body or any stock exchange or
self-regulatory agency having jurisdiction.
17. TRANSFER AND ASSIGNMENT
Except to the extent otherwise provided in the applicable Award Agreement, no
Award or right granted to any person under the Plan shall be sold, exchanged,
transferred, assigned, pledged, hypothecated or otherwise disposed of (including
through the use of any cash-settled instrument) other than by will or by the
laws of descent and distribution, and all such Awards and rights shall be
exercisable during the life of the grantee only by the grantee or the grantee's
legal representative. Notwithstanding the immediately preceding sentence, the
Committee may permit, under such terms and conditions that it deems appropriate
in its sole discretion, a grantee to transfer any Award (other than Options) to
any person or entity that the Committee so determines.
18. EMPLOYMENT AND BOARD POSITION NON-CONTRACTUAL
The granting of an Award to a Participant under this Plan does not confer upon
the Participant any right to continue as an Employee, Officer, Consultant or as
a Director, as the case may be, nor does it interfere in any way with the
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right of the Participant or the Company to terminate the Participant's
employment or a Consultant Contract at any time, or the shareholders' right to
elect or remove Directors.
19. CODE SECTION 162(m) PROVISIONS APPLICABLE TO RESTRICTED OFFICERS
Awards under this Plan to Restricted Officers are intended to come within the
exception to the nondeductibility of compensation exceeding $1,000,000 for
qualified performance-based compensation under Treasury Regulation 1.162-27(e),
unless otherwise provided in the Award Agreement. Any ambiguities or
inconsistencies in the construction of this Plan shall be interpreted to give
effect to this intention, and if any provision of the Plan is found not to be in
compliance with such Regulation, such provision shall be null and void to the
extent required to permit the Award to be considered qualified performance-based
compensation. Therefore, notwithstanding anything in this Plan to the contrary,
the requirements of Treasury Regulation Section 1.162-27(e) for qualified
performance-based compensation further limits Awards intended to meet the
requirements of Code Section 162(m).
20. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by the Committee. The
Committee shall have the power and authority to exercise all
of the powers granted to it under the Plan, construe,
interpret and implement the Plan and any Award Agreements,
prescribe, amend and rescind rules and regulations relating to
the Plan, including rules governing its own operations, make
all determinations necessary or advisable in administering the
Plan, correct any defect, supply any omission and reconcile
any inconsistency in the Plan, amend the Plan to reflect
changes in applicable law, subject to pre-clearance with the
TSE, unless otherwise provided in any Award Agreement with
respect to a particular Award, and subject to pre-clearance
with the TSE, amend the Award Agreement in any respect,
including, without limitation, to accelerate the time or times
at which the Award becomes unrestricted or may be exercised,
waive or amend any goals, restrictions or conditions set forth
in the Award Agreement, or impose new goals, restrictions and
conditions, or reflect a change in the grantee's circumstances
(eg., a change to part-time employment status), provided such
amendment is not adverse to the Participant holding such
Award, or consented to by such Participant, determine whether,
to what extent and under what circumstances Awards may be
settled or exercised in cash, Common Shares, other securities,
other Awards (subject to pre-clearance with the TSE) or other
property, or cancelled, forfeited or suspended, Common Shares,
other securities, other Awards or other property and other
amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof
or of the Committee, and Awards shall be settled by the
Company or any of its subsidiaries.
(b) Any determination by the Committee shall be final and
conclusive on all persons affected thereby unless otherwise
determined by the Board of Directors.
(c) The day-to-day administration of this Plan may be delegated to
such officers and employees of the Company or any subsidiary
of the Company as the Committee shall determine.
(d) To the extent required for transactions under the Plan to
qualify for the exemptions available under Rule 16b-3
promulgated under the Exchange Act, all actions relating to
Awards to persons subject to Section 16 of the Exchange Act
shall be taken by the Board or a committee or subcommittee of
the Board composed of two or more members, each of whom is a
"non-employee director" within the meaning of Exchange Act
Rule 16b-3. To the extent required for compensation realized
from Awards under the Plan to be deductible by the Company
pursuant to Section 162(m) of the Code, such Awards may be
granted by a committee or subcommittee of the Board composed
of two or more members, each of whom is an "outside director"
within the meaning of Code Section 162(m).
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21. NOTICES
All written notices to be given by the Participant to the Company may be
delivered personally or by registered mail, postage prepaid, addressed as
follows:
Meridian Gold Inc.
Suite 200
9670 Gateway Drive
Reno, NV 89511-8997
Attention: Chief Financial Officer
Any notice given by the Participant pursuant to the terms of the Option shall
not be effective until actually received by the Company at the above address.
Any notice to be given to the Participant shall be sufficiently given if
delivered personally or by postage prepaid mail to the last address of the
Participant on the records of the Company and shall be effective seven days
after mailing.
22. CORPORATE ACTION
Nothing contained in this Plan or any Award granted shall be construed so as to
prevent the Company or any subsidiary of the Company from taking corporate
action which is deemed by the Company or the subsidiary to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
this Plan or on any Award granted.
23. AMENDMENTS
The Board of Directors shall have the right, in its sole discretion, to alter,
amend or discontinue this Plan from time to time and at any time. No such
amendment or discontinuation may, without the consent of a Participant, alter or
impair such Participant's rights or increase such Participant's obligations with
respect to an Award previously granted. Any amendment to this Plan is subject to
the prior approval of applicable securities regulatory authorities and may
require the approval of the Company's shareholders.
24. GOVERNING LAW
This Plan is established under the laws of Ontario and the rights of all parties
and the construction and effect of each provision of this Plan shall be
according to the laws of Ontario and the laws of Canada applicable in Ontario.
25. GOVERNMENT REGULATION
The Company's obligation to issue and deliver Common Shares under any Award is
subject to:
(a) the satisfaction of all requirements under applicable
securities law in respect thereof and obtaining all regulatory
approvals as the Company shall determine to be necessary or
advisable in connection with the authorization, issuance or
sale thereof;
(b) the admission of such Common Shares to listing on any stock
exchange in Canada or the United States on which Common Shares
may then be listed; and
(c) the receipt from the Participant of such representations,
agreements and undertakings as to future dealings in such
Common Shares as the Company determines to be necessary or
advisable in order to safeguard against the violation of the
securities laws of any jurisdiction.
In this connection, the Company shall take all reasonable steps to obtain such
approvals and registrations as may be necessary for the issuance of such Common
Shares in compliance with applicable securities laws and for the listing of such
Common Shares on a stock exchange in Canada or the United States on which the
Common Shares are then listed.
26. APPROVALS
This Plan shall be subject to shareholder approval and acceptance by the TSE in
compliance with all conditions imposed by the TSE. Any Awards granted prior to
such acceptance shall be conditional upon such acceptance being
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given and any conditions complied with and no Options may be exercised unless
such acceptance is given and such conditions are complied with.
DATED: March 5, 1999.
MERIDIAN GOLD INC.
/s/ David S. Robertson
------------------------
David S. Robertson
Chairman
