As filed with the Securities and Exchange Commission on June 12, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Coeur d'Alene Mines Corporation
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(Exact name of registrant as specified in its charter)
Delaware 59-0763055
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
400 Coeur d'Alene Mines Building, Post Office Box I
505 Front Avenue, Coeur D'Alene, Idaho 83814
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(Address of Principal Executive Offices including Zip Code)
Coeur d'Alene Mines Corporation Executive Compensation Program (Annual
Incentive Plan, Long-Term Incentive Plan and Long-Term Performance Plan);
Coeur d'Alene Mines Corporation Non-Employee Directors' Stock Option Plan
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(Full title of plans)
Dennis E. Wheeler
Chairman, President and Chief Executive Officer
Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
Post Office Box I
505 Front Avenue
Coeur d'Alene Idaho 83814
(208) 667-3511
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(Name, address and telephone number of agent for service)
Copies to:
Arthur H. Bill, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to Registration Statement No. 33-638.
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee
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Common Stock, 700,000 $19.25 $13,475,000 $4,646.55
$1.00 par value shares
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(1) Plus an indeterminate number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Stock Exchange on June 6, 1995 and
are used solely for the purpose of calculating the registration fee pursuant to
paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Coeur d'Alene Mines Corporation
(the "Company") (SEC File No. 1-8641) with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated in this Registration Statement by reference and deemed to be a
part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.
2. The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1995.
3. The description of the Company's Common Stock, par value $1.00 per share
(the "Common Stock"), contained in the Company's Registration Statement on Form
S-1 in File No. 33-36645, as filed on August 31, 1990 under the Securities Act
of 1933 (the "Securities Act").
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the SEC of the
Company's Annual Report on Form 10-K covering such year shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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The Company hereby undertakes to provide without charge to each person who
has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Title 30, Section 30-1-5 of the Idaho Code and Article XIII of the
Registrant's By-Laws, the Registrant's directors and officers may be indemnified
against certain liabilities which they may incur in their capacities as such.
The Registrant also has an officers' and directors' liability insurance policy.
Article XIII of the Registrant's By-Laws provides as follows:
(a). The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceedings, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a Director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceedings if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had
no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendee or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b). A corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a Director, officer,
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employee or agent of the corporation, or is or was serving at the request
of the corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation unless and
only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c). To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) or (b)
hereof, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d). Any indemnification under subsections (a) or (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the Director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) or (b). Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
Directors, so directs, by independent legal counsel in a written opinion,
or (3) by the shareholders.
(e). Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in subsection (d) upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this
section.
(f). The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of shareholders or disinterested
Directors or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
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as to a person who has ceased to be a Director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(g). The corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
section; provided that banks, savings and loan associations and credit
unions chartered under the laws of the State of Idaho may provide
indemnification only by insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4(a) Executive Compensation Program. (Incorporated herein by reference
to Exhibit 10(e) to the Company's Annual Report on Form 10-k for
the year ended December 31, 1989; File No. 1-8641.)
4(b) 1989 Long-Term Incentive Plan, as amended.
4(c) 1993 Annual Incentive Plan, as amended, and 1993 LongTerm
Performance Plan, as amended. (Incorporated herein by reference
to Exhibit 10(jj) of the Company's Annual Report on Form 10-k for
the year ended December 31, 1993.)
4(d) Non-Employee Directors' Stock Option Plan (effective as of
January 1, 1995).
5 Legal opinion, dated June 12, 1995, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of shares
offered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in Exhibit
5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
Item 9. Undertakings.
1. The Company hereby undertakes:
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(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
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connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coeur d'Alene, State of Idaho on this 7th day of
June, 1995.
COEUR D'ALENE MINES CORPORATION
By: /s/DENNIS E. WHEELER
Dennis E. Wheeler
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis E. Wheeler, James A. Sabala and William F.
Boyd his true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the SEC, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
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/s/DENNIS E. WHEELER Chairman, President, June 7, 1995
Dennis E. Wheeler Chief Executive Officer
and Director
(Principal Executive Officer)
/s/JAMES A. SABALA Senior Vice President- June 6, 1995
James A. Sabala Finance, Treasurer and
Director (Principal
Financial and Accounting Officer)
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/s/CECIL D. ANDRUS Director June 2, 1995
Cecil D. Andrus
/s/JOSEPH C. BENNETT Director June 7, 1995
Joseph C. Bennett
/s/JAMES J. CURRAN Director June 5, 1995
James J. Curran
/s/DUANE B. HAGADONE Director June 5, 1995
Duane B. Hagadone
/s/JAMES A. McCLURE Director June 2, 1995
James A. McClure
/s/JEFFREY T. GRADE Director June 7, 1995
Jeffrey T. Grade
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EXHIBIT INDEX
Exhibit
Number Description
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4(a) Executive Compensation Program. (Incorporated herein by reference
to Exhibit 10(e) to the Company's Annual Report on Form 10-k for
the year ended December 31, 1989; File No. 1-8641.)
4(b) 1989 Long-Term Incentive Plan, as amended.
4(c) 1989 Annual Incentive Plan, as amended, and 1993 LongTerm
Performance Plan, as amended. (Incorporated herein by reference
to Exhibit 10(jj) of the Company's Annual Report on Form 10-k for
the year ended December 31, 1993.)
4(d) Non-Employee Directors' Stock Option Plan (effective as of
January 1, 1995).
5 Legal opinion, dated June 12, 1995, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of shares
offered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in Exhibit
5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
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EXHIBIT 4(b)
COEUR D'ALENE MINES CORPORATION
1989 LONG-TERM INCENTIVE PLAN, AS AMENDED
Section 1. Establishment, Purpose, and Effective Date of Plan
1.1 Establishment. Coeur d'Alene Mines Corporation, an Idaho corporation,
hereby amends and restates the Incentive Stock Option Plan approved by
shareholders on June 19, 1984 as the "COEUR D'ALENE MINES CORPORATION 1989
LONG-TERM INCENTIVE PLAN" (the "Plan") for key employees. The Plan permits the
grant of stock options, stock appreciation rights, restricted stock, performance
plan awards, and performance shares.
1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, by encouraging and providing for the acquisition of an equity interest
in the success of the Company by key employees, by providing additional
incentives and motivation toward superior performance of the Company, and by
enabling the Company to attract and retain the services of key employees upon
whose judgment, interest, and special effort the successful conduct of its
operations is largely dependent.
1.3 Effective Date. The Plan shall become effective immediately upon its
adoption by the Board of Directors of the Company and its ratification by the
shareholders of the Company.
Section 2. Definitions
2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:
(a) "Award" means any Stock Option, Stock Appreciation Right, Restricted
Stock, Performance Plan Award, or Performance Shares granted under the
Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means termination of employment on account of (i) fraud,
misrepresentation, theft or embezzlement, (ii) intentional violation
of laws involving moral turpitude or which is materially injurious to
the Company, or (iii) willful and continued failure by the Executive
substantially to perform his or her duties with the Company or its
subsidiaries (other than failure resulting from the Executive's
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incapacity due to physical or mental illness), after a demand for
substantial performance is delivered to the Executive by the Board of
Directors of the Company, which demand specifically identifies the
manner in which the Executive has not substantially performed his
duties.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means a group of three or more persons appointed by the
Company's Board of Directors from among those members of the Board who
are not employees of the Company or any of its subsidiaries, and who
are "disinterested persons" within the meaning of Securities Exchange
Act of 1934 Rule 16b-3.
(f) "Company" means Coeur d'Alene Mines Corporation, an Idaho corporation.
(g) "Disability" means the inability or incapacity, due to physical or
mental illness, of the Executive to perform his or her duties with the
Company for a period of three continuous months.
(h) "Employee" means a regular salaried employee (including officers and
directors who are also employees) of the Company or its subsidiaries,
or any branch or division thereof.
(i) "Fair Market Value" means the average of the highest and lowest prices
of the Stock as reported by the consolidated tape of the New York
Stock Exchange on a particular date. In the event that there are no
Stock transactions on such date, the Fair Market Value shall be
determined as of the immediately preceding date on which there were
Stock transactions.
(j) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan an Option may be
either (i) an "Incentive stock option" within the meaning of Section
422A of the Code, (ii) a "nonstatutory stock option" or (iii) any
other type of option encompassed by the Code.
(k) "Participant" means any individual designated by the Committee to
participate in the Plan.
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(l) "Performance Period" means a period determined by the Committee during
which certain performance goals set by the Committee are to be met.
(m) "Performance Plan Award" means a right to receive a payment according
to an established Cash Performance or Performance Unit Plan as
determined by the Committee based on performance.
(n) "Performance Share" means a right to receive a payment equal to the
value of a Performance Share as determined by the Committee based on
performance.
(o) "Period of Restriction" means the period during which the transfer of
shares of Restricted Stock is restricted pursuant to Section 9 of the
Plan.
(p) "Restricted Stock" means stock granted to a Participant pursuant to
Section 9 of the Plan.
(q) "Retirement" (including "Early Retirement" and "Normal Retirement")
means termination of employment as defined by the Board.
(r) "Stock" means the Common Stock of the Company, par value of $1.00 per
share.
(s) "Stock Appreciation Right" and "SAR" mean the right to receive a
payment from the Company equal to the excess of the Fair Market Value
of a share of Stock at the date of exercise over a specified price
fixed by the Committee. In the case of a Stock Appreciation Right
which is granted in conjunction with an Option, the specified price
shall be the Option exercise price.
2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among those employees who are recommended for
participation by the Chief Executive Officer
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and who, in the opinion of the Committee, are key employees in a position to
contribute materially to the Company's continued growth and development and to
its long-term financial success.
Section 4. Administration
4.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express provisions of the
Plan. Determinations, interpretations, or other actions made or taken by the
Committee pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever.
Section 5. Stock Subject to Plan
5.1 Number. The total number of shares of Stock subject to Awards under
the Plan may not exceed 857,000, subject to adjustment upon occurrence of any of
the events indicated in Section 5.3. Such amount includes 357,000 shares
previously authorized under the Company's 1984 Incentive Stock Option Plan and
500,000 shares authorized by shareholders on May 9, 1995. The shares to be
delivered under the Plan may consist, in whole or in part, of authorized but
unissued shares of treasury stock, not reserved for any other purpose.
5.2 Lapsed Awards. If any Award granted under the Plan terminates, expires
or lapses for any reason, any shares subject to such Award again shall be
available for the grant of an Award.
5.3. Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Company by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar corporate change, the aggregate number of shares of Stock subject
to each outstanding Option, Restricted Stock, Performance Plan Award,
Performance Share or SAR, and its stated price, shall be adjusted appropriately
by the Committee, whose determination shall be conclusive; provided, however,
that fractional shares shall be rounded to the nearest whole share. In such
event, the Committee also shall have the discretion to make appropriate
adjustments in the number and type of shares that remain available under the
Plan pursuant to Sections 5.1 and 5.2.
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Section 6. Duration of Plan
6.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Section 14 hereof, until
all Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Award may be granted under
the Plan on or after the tenth (10th) anniversary of the Plan's effective date.
Section 7. Stock Options
7.1 Grant of Options. Subject to the terms and conditions of the Plan,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant. The
Committee may grant any type of Option to purchase Company Stock that is
permitted by law at the time of grant. In no event, however, shall the aggregate
Fair Market Value (determined at the time the Option is granted) of the Stock
with respect to which incentive stock options are exercisable for the first time
by a Participant in any calendar year exceed $100,000. Nor shall any incentive
stock option be granted to any person who owns, directly or indirectly, Stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company. Nothing in this Section 7 of the Plan shall be
deemed to prevent the grant of nonstatutory stock options in amounts which
exceed the maximum established by Section 422A of the Code.
7.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Committee shall determine.
7.3 Option Price. The purchase price of each share of Stock subject to an
Option shall be fixed by the Committee. In the case of an incentive stock
option, this price shall not be less than 100% of the Fair Market Value at the
time the Option is granted and shall not be less than the par value thereof. In
the case of a nonqualified stock option, the purchase price shall not be less
than 80% of the Fair Market Value on the date of grant.
7.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted, provided, however, that no
Option shall be exercisable later than ten years and one day from the date of
its grant.
7.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance
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approve, which need not be the same for all Participants. Each Option which is
intended to qualify as an incentive stock option pursuant to Section 422A of the
Code shall comply with the applicable provisions of the Code pertaining to such
Options.
7.6 Payment. The purchase price of Stock upon exercise of any Option shall
be paid in full (a) in cash, (b) in Stock valued at its Fair Market Value on the
date of exercise, (c) by requesting the Company to withhold from the number of
shares of Stock otherwise issuable upon exercise of the Option that number of
shares of Stock having an aggregate Fair Market Value on the date of exercise
equal to the Option price for all of the shares of Stock subject to such
exercise, or (d) by a combination thereof, in the manner provided in the Option
agreement. Certificates for such shares tendered in payment shall be in a form
for good delivery and, if the certificates were issued pursuant to the exercise
of an incentive stock option, the optionee must have held the tendered shares
for at least one year. The Committee in its sole discretion may permit payment
of the purchase price upon exercise of any Option to be made by delivering a
properly executed notice together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds to pay the
exercise price. The proceeds from payment of Option prices shall be added to the
general funds of the Company and shall be used for general corporate purposes.
7.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.
7.8 Termination of Employment Due to Death, Disability, or Retirement. In
the event the employment of a Participant is terminated by reason of death,
Disability, or Retirement, any outstanding Options then exercisable may be
exercised at any time prior to the expiration date of the Options or within
twelve (12) months after such date of termination of employment, whichever
period is the shorter, except in the case of Retirement, a three (3) year period
shall be substituted for the twelve (12) month period. However, in the case of
incentive stock options, the favorable tax treatment prescribed under Section
422A of the Code shall not be available if such options are not exercised within
three (3) months after the date of termination, or twelve (12) months in the
case of Disability. If an incentive stock option is not exercised within three
(3) months of termination due to Retirement, it shall be treated as a
nonstatutory stock option for the remainder of its allowable exercise period.
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7.9 Termination of Employment Other than for Death, Disability, or
Retirement. If the employment of the Participant shall terminate for any reason
other than death, Disability, Retirement, or involuntarily and for Cause, the
rights under any then outstanding Option granted pursuant to the Plan shall
terminate upon the expiration date of the Option or three months after such date
of termination of employment, whichever first occurs. Where termination of
employment is involuntary and for Cause, rights under all Options shall
terminate immediately upon termination of employment.
7.10 Nontransferability of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.
Section 8. Stock Appreciation Rights
8.1 Grant of Stock Appreciation Rights. Subject to the terms and
conditions of the Plan, Stock Appreciation Rights may be granted to Participants
at any time and from time to time as shall be determined by the Committee. Each
grant of an SAR shall be in writing. An SAR may be granted at the discretion of
the Committee in any of the following forms:
(a) In tandem with Options,
(b) In addition to Options,
(c) Upon lapse of Options,
(d) Independent of Options,
(e) Each of the above in connection with previously awarded Options.
8.2 Exercise of SARs in Lieu to Options. SARs granted in tandem with
Options may be exercised for all or part of the shares of Stock subject to the
related Option upon the surrender of the right to exercise an equivalent number
of Options. The SAR may be exercised only with respect to the shares of Stock
for which its related Option is then exercisable. Option shares with respect to
which the SAR shall have been exercised may not be subject again to an Award
under this Plan.
8.3 Exercise of SARs in Addition to Options. SARs granted in addition to
Options shall be deemed to be exercised upon the exercise of the related
Options. The deemed exercise of SARs granted in addition to Options shall not
necessitate a reduction in the number of related Options.
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8.4 Exercise of SARs Upon Lapse of Options. SARs granted upon the lapse of
Options shall be deemed to have been exercised upon the lapse of the related
Options as to the number of shares of Stock subject to the Options.
Notwithstanding Section 5.2 above, lapsed Options in an amount equal to the
related SARs shall not be available again for Awards under the Plan.
8.5 Exercise of SARs Independent of Options. SARs granted independent of
Options may be exercised upon whatever terms and conditions the Committee, in
its sole discretion, imposes upon the SARs.
8.6 Payment of SAR Amount. Upon exercise of the SAR, the holder shall be
entitled to receive payment of an amount (subject to Section 8.8 below)
determined by multiplying:
(a) The difference between the Fair Market Value of a share of Stock at
the date of exercise over the price fixed by the Committee at the date
of grant, by
(b) The number of shares of Stock with respect to which the Stock
Appreciation Right is exercised.
8.7 Form and Timing of Payment. At the discretion of the Committee,
payment for SARs may be made in cash or Stock, or in a combination thereof.
8.8 Limit on Appreciation. At the time of grant, the Committee may
establish, in its sole discretion, a maximum amount per share which will be
payable upon exercise of an SAR.
8.9 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on exercise of an SAR (including,
without limitation, the right of the Committee to limit the time of exercise to
specified periods) as may be required to satisfy the requirements of Rule 16b-3
(or any successor rule) under the Securities Exchange Act of 1934.
8.10 Term of SAR. The term of an SAR granted under the Plan shall not
exceed ten years and one day.
8.11 Termination of Employment. In the event the employment of a
Participant is terminated by reason of death, Disability, Retirement, or any
other reason, any SARs outstanding shall terminate in the same manner as
specified for Options under Sections 7.8 and 7.9 herein.
8.12 Nontransferability of SARs. No SAR granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only
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by such Participant.
Section 9. Restricted Stock
9.1 Grant of Restricted Stock. Subject to the terms and conditions of the
Plan, the Committee at any time and from time to time may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be in writing.
9.2 Transferability. Except as provided in Sections 9.8 and 9.9 hereof,
the shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated for such periods of
time as shall be determined by the Committee and shall be specified in the
Restricted Stock grant, or upon earlier satisfaction of other conditions as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock grant.
9.3 Other Restrictions. The Committee shall impose such other restrictions
on any shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.
9.4 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 9.3 hereof, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the share of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law,
is subject to certain restrictions on transfer set forth in Coeur
d'Alene Mines Corporation's 1989 Long-Term Incentive Plan, rules of
administration adopted pursuant to such Plan, and a Restricted Stock
grant dated ___________. A copy of the Plan, such rules, and such
Restricted Stock grant may be obtained from the Secretary of Coeur
d'Alene Mines Corporation."
9.5 Removal of Restrictions. Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely transferable by
the Participant after the last day of the Period of Restriction. Once the shares
are released from the restrictions, the Participant shall be entitled to have
the legend required by Section 9.4 removed from his stock certificates.
9.6 Voting Rights. During the Period of Restriction, Participants holding
shares of Restricted Stock granted hereunder
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may exercise full voting rights with respect to those shares.
9.7 Dividends and Other Distribution. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held. If any such dividends or distributions are
paid in shares of Stock, the shares shall be subject to the same restrictions on
transferability as the shares of Restricted Stock with respect to which they
were paid.
9.8 Termination of Employment Due to Retirement. In the event that a
Participant attains normal retirement age, the Period of Restriction applicable
to the Restricted Stock pursuant to Section 9.2 hereof shall automatically
terminate and, except as otherwise provided in Section 9.3, the shares of
Restricted Stock shall thereby be free of restrictions and freely transferable.
In the event that a Participant terminates his employment with the Company
because of early retirement as defined by the Board, all shares of Restricted
Stock shall be forfeited and returned to the Company; provided, however, that
the Committee in its sole discretion may waive the restrictions remaining on any
or all shares of Restricted Stock or add such new restrictions to those shares
of Restricted Stock as it deems appropriate.
9.9 Termination of Employment Due to Death or Disability. In the event a
Participant terminates his employment with the Company because of death or
Disability during the Period of Restriction, the restrictions applicable to the
shares of Restricted Stock pursuant to Section 9.2 hereof shall terminate
automatically and, except as otherwise provided in Section 9.3, the shares of
Restricted Stock shall thereby be free of restrictions and freely transferable.
9.10 Termination of Employment for Reasons other than Death, Disability,
or Retirement. In the event that a Participant terminates his employment with
the Company for any reason other than those set forth in Sections 9.8 and 9.9
hereof during the Period of Restriction, then any shares of Restricted Stock
still subject to restrictions at the date of such termination automatically
shall be forfeited and returned to the Company; provided, however, that in the
event of the termination of employment of a Participant from the Company, the
Committee in its sole discretion may waive the automatic forfeiture of any or
all such shares and/or may add such new restrictions to such shares of
Restricted Stock as it deems appropriate.
9.11 Nontransferability of Restricted Stock. No shares of Restricted Stock
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution until the termination of the applicable Period of Restriction. All
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rights with respect to Restricted Stock granted to a Participant under the Plan
shall be exercisable during his lifetime only by such Participant.
Section 10. Performance Plan Awards and Performance Shares.
10.1 Grant of Performance Plan Awards and Performance Shares. Subject to
the provisions of Sections 5 and 6, Performance Plan Awards or Performance
Shares may be granted to Participants at any time and from time to time as shall
be determined by the Committee. The Committee shall have complete discretion in
determining the size of Performance Plan Awards or the number of Performance
Shares granted to each Participant. Each grant of a Performance Plan Award or a
Performance Share shall be in writing.
10.2 Value of Performance Plan Awards and Performance Shares. Each
Performance Plan Award shall have an initial value as determined by the
Committee and each Performance Share have an initial value equal to the Fair
Market Value of a share of Stock on the date the Performance Share is granted.
The initial and potential value of Performance Plan Award grants may be
expressed as a function of base salary. The ultimate value of a Performance Plan
Award or a Performance Share to a Participant will depend upon the extent to
which performance goals set by the Committee are met within the applicable
Performance Period.
10.3 Payment of Performance Plan Awards and Performance Shares. After a
Performance Period has ended, the holder of a Performance Plan Award or
Performance Share shall be entitled to receive the value thereof as determined
by the extent to which the performance goals referred to in Section 10.2 have
been met.
10.4 Form and Timing of Payment. Payment under Section 10.3 shall be made
in cash, Stock, discounted Stock Options, or a combination thereof as determined
by the Committee. Payment may be made in a lump sum or installments as
prescribed by the Committee. If any payment is to be made on a deferred basis,
the Committee may provide for the payment of dividend equivalents or interest
during the deferral period.
10.5 Termination of Employment Due to Death, Disability, or Retirement. If
the employment of a Participant is terminated by reason of death, Disability, or
Retirement, the holder of a Performance Plan Award or Performance Share shall
receive a pro rata payment based on the number of months' service during the
Performance Period and on the achievement of performance goals during the entire
Performance Period. Payment shall be made at the time payments are made to
Participants who did not terminate service during the Performance Period.
10.6 Termination of Employment for Reasons Other Than Death,
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Disability, or Retirement. If the employment of a Participant is terminated for
any reason other than death, Disability, or Retirement, all Performance Plan
Awards and Performance Shares shall be forfeited automatically; provided,
however, that in the event of an involuntary termination of the employment of
the Participant, the Committee in its sole discretion may waive the automatic
forfeiture provisions and thereafter pay out on a pro rata basis.
10.7 Nontransferability of Performance Plan Awards and Performance Shares.
No Performance Plan Awards or Performance Shares granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution, until the
termination of the applicable Performance Period. All rights with respect to
Performance Plan Awards and Performance Shares granted to a Participant under
the Plan shall be exercisable during his lifetime only by such Participant.
Section 11. Beneficiary Designation
11.1 Beneficiary Designation. Each Participant under the Plan may name,
from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.
Section 12. Rights of Employees
12.1 Employment. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
12.2 Participation. No employee shall have the right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.
12.3 Other Benefit Plans. No Award granted under the Plan shall constitute
a part of the base salary or any other compensation of any Employee under any
other benefit plan unless expressly so provided in such other benefit plan.
Section 13. Change in Control
13.1 In General. In the event of a change in control of the Company as
defined in Section 13.2 below, all Awards under the Plan shall vest 100%. In the
case of Stock Options, this shall mean that all unvested options shall become
fully exercisable on the date that the change in control is determined to have
taken place. For Restricted Stock, this vesting shall mean that all restrictions
on the sale of Stock shall lapse on the change in control date. For SARs,
vesting shall mean that cash payments will be made within 30 days following the
date the change in control is deemed to have taken place. For Performance Plan
Awards and Performance Shares, cash or Stock payments of Plan Awards shall be
paid equal to the value of the Awards as specified in the respective Plan
documents on the change in control date within 30 days following the date the
change in control is deemed to have taken place.
13.2 Definition. For purposes of this Plan, a change in control shall mean
any of the following events:
(a) Any such organization, group or person ("Person") (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended) (the "Exchange Act"), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of
the combined voting power of the then outstanding securities of the
Company; or
(b) During any two-year period, a majority of the members of the Board
serving at the date of adoption of this Plan is replaced by directors
who are not nominated and approved by the Board; or
(c) A majority of the members of the Board are represented by, appointed
by or affiliated with any Person whom the Board has determined is
seeking to effect a change in control of the Company; or
(d) The Company shall be combined with or acquired by another company and
the Board shall have determined, either before such event or
thereafter, by resolution, that a chance in control will or has
occurred.
The Board has final authority to determine the exact date on which a change in
control has been deemed to have occurred under the conditions stated above.
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Section 14. Amendment, Modification, and Termination of Plan
14.1 Amendment, Modification, and Termination of Plan. The Board at any
time may terminate, and from time to time may amend or modify, the Plan,
provided, however, that no such action of the Board, without approval of the
shareholders, may:
(a) Increase the total amount of Stock which may be issued under the Plan,
except as provided in Section 5.3 of the Plan; or
(b) Change the provisions of the Plan, regarding the Option price except
as permitted by Section 5.3; or
(c) Materially increase the cost of the Plan or materially increase the
benefits to Participants; or
(d) Extend the period during which Awards may be granted; or
(e) Extend the maximum period after the date of grant during which Options
may be exercised.
No amendment, modification, or termination of the Plan shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
consent of the Participant.
Section 15. Tax Withholding
15.1 Tax Withholding. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local withholding tax requirements on any Award under the
Plan. To the extent permissible under applicable tax, securities, and other
laws, the Company may, in its sole discretion, permit the Participant to satisfy
a tax withholding requirement by directing the Company to apply shares of Stock
to which the Participant is entitled as a result of the exercise of an Option or
the lapse of a Period of Restriction (including, for this purpose, the filing of
an election under Section 83(b) of the Code), to satisfy such requirement.
Section 16. Indemnification
16.1 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably
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incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company's approval,
or paid by him in satisfaction of any judgment in any such action, suit, or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.
Section 17. Requirements of Law
17.1 Requirements of Law. The granting of Awards and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
17.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Idaho.
15
EXHIBIT 4(d)
COEUR D'ALENE MINES CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Effective as of January 1, 1995)
Article 1. Establishment of Plan
1.1 Establishment and Name of Plan. Coeur d'Alene Mines Corporation (the
"Company") hereby adopts the Coeur d'Alene Mines Corporation Non-Employee
Directors' Stock Option Plan, effective as of January 1, 1995.
1.2 Purpose of Plan. The purpose of this Plan is to encourage Non-Employee
Directors of the Company to acquire the Stock of the Company through an option
program that makes service of the Board more attractive to present and
prospective Non-Employee Directors of the Company.
The Plan does not cover any employees of the Company or its subsidiaries or
affiliates and thus is not subject to the Employee Retirement Security Act of
1974.
1.3 Application of Plan. The terms of this Plan apply only to eligible
Directors of the Company on or after January 1, 1995. Any Director who does not
meet the eligibility requirements for Plan participation or whose service
terminated before January 1, 1995, shall not be entitled to benefits under this
Plan.
1.4 Approval by Shareholders. This Plan shall be submitted for shareholder
approval at the Company's 1995 annual meeting of shareholders. Any Option
granted prior thereto shall not become exercisable until the Plan is approved by
the Company's shareholders.
Article 2. Definitions
2.1 Definitions. The following definitions are in addition to any other
definitions set forth elsewhere in the Plan. Whenever used in the Plan, the
capitalized terms in this section shall have the meanings set forth below unless
otherwise required by the context in which they are used:
(a) "Board" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
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(c) "Company" means Coeur d'Alene Mines Corporation.
(d) "Director" means a person who is a member of the Board.
(e) "Directors' Fees" means the fees which are paid to a Director to
retain his services, and for attendance at meetings of the Board.
(f) "Employee" means a person employed by the Company or any of its
subsidiaries. "Employee" includes officers and Directors who are
employed by a Subsidiary.
(g) "Fair Market Value" means the average of the highest and lowest prices
of the Stock as reported in publications of general circulation for
"New York Stock Exchange-Composite Transactions" on a particular date.
If there are no Stock transactions on such date, the Fair Market Value
shall be determined as of the date immediately preceding the date on
which there were Stock transactions.
(h) "Non-Employee Director" means a Director who is not an Employee or an
officer of the Company or Subsidiary.
(i) "Option" means the right to purchase stock at a stated price for a
specified period of time.
(j) "Participant" means an Non-Employee Director who has chosen to
participate in the Plan by foregoing Directors' Fees.
(k) "Plan" means this Coeur d'Alene Mines Corporation Non-Employee
Directors' Stock Option Plan, as in effect from time to time.
(l) "Severance Date" means the last day of the month in which a Director's
service on the Board terminates for any reason.
(m) "Stock" means the common stock of the Company, $1 par value per share.
(n) "Subsidiary" means a subsidiary corporation as defined in section 424
of the Code.
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(o) "Value" means the calculated value of a right to acquire a share of
Stock of the Company at an exercise price equal to the Fair Market
Value of Stock on the date of issue at any time beginning 6 months
from the date of issue and ending 10 years from the date thereof.
Value shall be determined not less often than annually, by an
independent consultant or other expert applying a "Black-Scholes"
option valuation method.
2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine or feminine terminology shall also include the neuter and other
gender, and the use of any term in the singular or plural shall also include the
opposite number.
Article 3. Participation
3.1 Eligibility. All Non-Employee Directors are eligible to participate in
the Plan.
3.2 Participation. In order to become a Participant, a Non-Employee
Director shall make an irrevocable election before the end of a calendar year,
on a form provided by the Company, to receive all or a specified part, but not
less than $5,000 per annum of his regular Directors' Fees for the next year in
the form of Options. The number of Options available to the Participant is
determined by the formula set forth in section 5.1 In the case of a Director who
first becomes eligible during a calendar year, the election described above may
be made within 30 days of his becoming a Non-Employee Director (or within 30
days of Plan adoption, if applicable), and shall apply to regular Directors'
fees to be earned for the remainder of the calendar year.
Article 4. Available Stock
4.1 Number. The total number of shares of Stock subject to options under
the Plan may not exceed 200,000 shares, subject to adjustment upon occurrence of
any of the events indicated in section 4.3. The shares to be delivered under the
Plan may consist, in whole or in part, of authorized but unissued Stock or
treasury stock, not reserved for any other purpose.
4.2 Lapsed Option. If any Option granted under the Plan terminates,
expires, or lapses for any reason, any shares subject to such Option shall be
available again for the grant of another Option.
4.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification
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of the Plan by the stockholders of the Company by reason of a Stock dividend,
Stock split, reorganization, reclassification, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar change, then
the aggregate number and class of shares or other securities that may be issued
or transferred pursuant to the Plan and the provisions, terms and conditions of
each outstanding Option affected thereby, shall be adjusted appropriately by the
Committee, whose determination shall be conclusive.
4.4 Duration. The Plan shall remain in effect until (a) all Stock subject
to Options has been purchased or acquired, (b) the Board terminates the Plan
pursuant to Article 7, or (c) January 1, 2005, whichever shall first occur.
Options which have not lapsed or been exercised at the time the Plan terminates
shall remain in effect until they expire or are exercised as if the Plan had not
terminated.
4.5 Tax Reporting and Withholding. Participants are independent
contractors rather than employees of the Company, and it is intended that they
shall be responsible for all tax reporting and payments with respect to their
Options to the full extent required or permitted by law. Nevertheless, the
Company shall be entitled to take reasonable steps to comply with any federal,
state or local tax withholding or reporting required of it by law with respect
to Plan benefits. Prior to making or authorizing any payment under this Plan for
which the Company may have a liability in the event of noncompliance with any
tax or other legal requirement, the Company may require such documents from the
payee or any taxing or other government authority having jurisdiction over the
Company or the payee, or may require such indemnities or surety bond, as the
Company shall reasonably consider necessary for its protection.
Article 5. Stock Options
5.1 Grant of Stock Options. Subject to the provisions of the Plan, Options
shall be granted to Participants as set forth below. Options may be granted only
in lieu of Directors' Fees, with the total Value of Options granted equalling
the amount of such foregone Directors' Fees.
The formula for determining the number of Option shares granted to a Participant
in any year is:
Directors' Fees which Participants
elects to forego for such year
---------------------------------- = Number of Shares
Value of an Option
The number of Option shares which are granted to each Participant shall be in
the discretion of the Participant, based on the amount of Directors' Fees which
the Participant elects to forego and the
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Value of an Option established by an independent appraiser. The grant date shall
be the third business day of each calendar year or, in the case of a newly
elected or appointed Non-Employee Director, the 30th day following the date that
such person becomes a Non-Employee Director.
5.2 Price of Stock Options. The exercise price of an Option shall equal
the full Fair Market Value of Stock as of the date of grant.
5.3 Option Agreement. Each Option shall be evidenced by an Option
agreement that specifies the Option price, the number of shares of Stock to
which the Option pertains, the duration of the Option, and such other provisions
as the Committee shall determine.
5.4 Exercise of Options. Options shall be fully vested once granted and,
subject to Section 8.7, may be exercised at any time beginning six months
following the date of grant and ending 10 years following such date, at which
time they shall expire.
5.5 Payment. The purchase price of Stock upon exercise of an Option shall
be paid (a) in cash, (b) in Stock valued at its Fair Market Value on the date of
exercise, (c) by requesting the Company to withhold from the number of shares of
Stock otherwise issuable upon exercise of the Option that number of shares of
Stock having an aggregate Fair Market Value on the date of exercise equal to the
Option price for all of the shares of Stock subject to such exercise, or (d) by
a combination thereof, in the manner provided in the Option agreement.
Certificates for such shares tendered in payment shall be in a form for good
delivery. The Committee in its sole discretion may permit payment of the
purchase price upon exercise of any Option to be made by delivering a properly
executed notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale proceeds to pay the exercise price.
The proceeds from payment of Option prices shall be added to the general funds
of the Company and shall be used for general corporate purposes.
5.6 Fee Suspension and Resignation. Payment of director's fees shall be
suspended, commencing with the first scheduled payment date coinciding with or
subsequent to the grant date, and continuing until the amount of fees foregone
by the participating Director equals the value of the Options granted.
In the event a Director resigns or his service otherwise terminates prior
to suspension of fees equaling the full value of all Option grants, the
Director, at his election, shall either:
1. Return to the Company Options that have a value determined
as of the grant date equal to the unpaid portion; or
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2. Submit a cash payment to the Company equal to the unpaid
portion.
5.7 Non-transferability of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated, otherwise than
by will, testamentary disposition or by the laws of descent and distribution.
All Options granted to a Participant under the Plan shall be exercisable during
his lifetime only by such Participant, except that if the Securities and
Exchange Commission modifies Rule 16b-3 or any successor thereto to allow
transfers for estate planning purposes, then transfers for that purpose shall be
allowed within limits to be established by the Board.
Article 6. Administration
6.1 Administration by Board. Grants of Stock Options under the Plan and
the amount and nature of the awards to be granted shall be automatic as
described in Section 5.1. However, the Plan shall be administered by the Board,
and the Board shall have discretionary authority to construe and interpret all
provisions of the Plan, to adopt rules and practices concerning Plan
administration, to decide all claim for benefits, and to take all other
necessary or appropriate actions to carry out the purpose of the Plan. The Board
may delegate responsibility for matters of recordkeeping and other routine
administrative tasks with respect to the Plan. All interpretations,
constructions, determinations, and other actions of the Board shall be
conclusive and binding on all parties and shall be entitled to the maximum
deference permitted by law. The Plan shall be administered so as to comply with
the requirements of Rule 16b-3 (or any successor rule) under the Securities
Exchange Act of 1934.
No Director shall vote on a Plan decision affecting his or her individual
interest under the Plan in a matter that is not applicable to Participants in
general.
Article 7. Amendment and Termination
7.1 Plan Amendment or Termination. The Board of Directors of the Company
may suspend or discontinue the Plan or revise or amend it in any respect
whatsoever; provided, however, that provisions relating to the amount, timing
and pricing of Options may not be amended more than once in six months, other
than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules thereunder. Furthermore, without the
approval of shareholders, no revision or amendment shall change the number of
shares subject to the Plan (except as provided in section 4.3), change the
designation of the class of directors eligible to receive Options, or materially
increase the benefits
6
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accruing to Participants under the Plan. The Board of Directors has the
authority to amend the Plan and Options granted thereunder to comply with the
requirements of Rule 16b-3 (or any successor rule) under the Securities Exchange
Act of 1934. No amendment may alter or impair any rights or obligations of any
Option previously granted without the consent of the Non-Employee Director.
Article 8. Miscellaneous
8.1 Non-Alienation. Except as otherwise required by law, neither the
Company nor any participating Subsidiary shall make any award or permit
exercises under this Plan to any assignee or creditor of a Participant. Prior to
the time of an exercise under this Plan, a Participant shall have no rights by
way of anticipation or otherwise to assign or dispose of any interest under this
Plan, nor shall rights be assigned or transferred by operation of law or
otherwise, including but without limitation by execution, levy, garnishment,
attachment, pledge, lien, or bankruptcy.
8.2 Records. The records of the Board with respect to the Plan shall be
conclusive on all participants, Beneficiaries, and other persons.
8.3 Incompetency. Every person receiving or claiming benefits under the
Plan shall be conclusively presumed to be mentally competent and of age until
the Board receives written notice, in a form and manner acceptable to it, that
such person is incompetent or a minor, and that a guardian, conservator,
statutory committee, or other person legally vested with the care of the person
or estate has been appointed; provided, however, that if the Board shall find
that any person to whom an Option is exercisable under the Plan is unable to
properly care for such person's own affairs because of incompetency, or is a
minor, then any exercise (unless a prior claim therefore shall have been made by
a duly appointed legal representative) may be made by the spouse, a child, a
parent, or a brother or sister, or to any person or institution deemed by the
Board to have incurred expenses for the Participant otherwise entitled to
exercise.
In the event a guardian of the estate of any person claiming benefits under the
Plan shall be appointed by a court of competent jurisdiction, exercise may be
made by such guardian provided that proper proof of appointment is furnished in
a form and manner acceptable to the Board. To the extent permitted by law, any
such exercises so made shall be a complete discharge of liability therefore
under the Plan.
8.4 No Individual Liability. It is declared to be the express purpose and
intention of the Plan that no liability whatsoever shall attach to or be
incurred by any Directors or any stockholders or employees of the Company or any
of its Subsidiaries
7
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or any representatives appointed hereunder, by reason of any term or condition
of the Plan. The Company, through insurance or otherwise, shall indemnify any
Board member, corporate officer, or other individual against any personal
liability for actions taken or omitted in good faith in the performance of
duties on behalf of the Company under this Plan.
8.5 Illegality of Particular Provision. If any particular provision of
this Plan shall be found to be illegal or unenforceable, such provision shall
not affect any other provision, but the Plan shall be construed in all respects
as if such invalid provision were omitted.
8.6 Applicable Law. This instrument shall be construed in accordance with
and governed by the laws of the State of Idaho to the extent not superseded by
the laws of the United States.
8.7 Merger, Consolidation or Liquidation. At least 30 days prior written
notice of a merger, consolidation or liquidation of the Company shall be given
by the Company to the Optionee. Upon the occurrence of a merger, consolidation
or liquidation of the Company, the Option shall automatically terminate unless
the surviving or acquiring corporation shall assume the Option or substitute a
new option for it.
8
EXHIBIT 5
Law Offices
Freedman, Levy, Kroll & Simonds
Washington Square, 1050 Connecticut Ave., N.W.
Washington, D.C. 20036-5366
(202) 457-5100
Arthur H. Bill Cable "Attorneys"
(202) 457-5103 Telecopier: 202-457-5151
June 12, 1995
Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
Post Office Box I
505 Front Avenue
Coeur d'Alene, Idaho 83814
Re: Registration Statement on Form S-8
Gentlemen:
We have represented Coeur d'Alene Mines Corporation (the "Company") in
connection with its Registration Statement on Form S- 8 being filed today with
the Securities and Exchange Commission (together with all exhibits thereto, the
"Registration Statement"). The Registration Statement relates to an offering by
the Company of up to a total of 766,908 shares of the Company's common stock,
par value $1.00 per share, (the "Shares") upon the exercise of options or issued
as awards under the Company's Executive Compensation Program (which consists of
the Annual Incentive Plan, Long-Term Incentive Plan and Long-Term Performance
Plan) and the Company's Non-Employee Directors' Stock Option Plan (collectively,
the "Plans"). Of the Shares, 66,908 previously were registered under the
Securities Act of 1933 (the "Act") under the Company's previously filed
Registration Statement on Form S-8 (File No. 33- 638), and are included under
the Registration Statement pursuant to Rule 429 under the Act.
We have examined (1) the Articles of Incorporation of the Company and
amendments thereto, (2) the By-Laws of the Company and amendments thereto, (3)
the Registration Statement, (4) the Plans and (5) such other corporate records,
certificates, documents and other instruments as in our opinion are necessary or
appropriate in connection with expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws of
the State of Idaho.
2. When the following events shall have occurred:
<PAGE>
(a) the Registration Statement is filed, at which time it will become
effective under the Act, pursuant to General Instruction D to Form
S-8, and
(b) the Shares shall have been paid for and issued in accordance with the
terms of the Plans,
the Shares thus sold will be legally issued, fully paid and non-assessable.
This firm hereby consents to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
FREEDMAN, LEVY, KROLL & SIMONDS
-2-
EXHIBIT 23(a)
CONSENT
We consent to the reference to our firm under the caption "Experts" in the
prospectus related to the Non-Employee Directors' Stock Option Plan and in the
prospectus related to the Executive Compensation Program of Coeur d'Alene Mines
Corporation and the incorporation by reference in the Registration Statement
(Form S-8) and related prospectuses (Non-Employee Directors Stock Option Plan
and Executive Compensation Program) of our report dated February 10, 1995 with
respect to the consolidated financial statements of Coeur d'Alene Mines
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1994 filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
June 6, 1995