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EXHIBIT 99.1
GLAMIS GOLD LTD.
AMENDED SHARE PURCHASE OPTION PLAN
DATED FOR REFERENCE SEPTEMBER 30, 1995
GLAMIS GOLD LTD.
A M E N D E D
INCENTIVE SHARE PURCHASE OPTION PLAN
Dated for Reference September 30, 1995
PART 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 In the Plan:
ASSOCIATE has the meaning ascribed thereto in the Securities Act (British
Columbia);
BOARD means the board of directors of the Company;
COMMON SHARES means Common shares without par value in the capital of the
Company;
COMPANY means Glamis Gold Ltd.
DIRECTOR means a director of the Company;
EFFECTIVE DATE of an Option means the date on which the Option is granted,
whether or not the grant is subject to any Regulatory approval;
EMPLOYEE means an employee of the Company or of a Subsidiary of the
Company;
EXPIRY DATE of an Option means the day on which an Option lapses;
INSIDER means
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(i) an insider of the Company as defined in the Securities Act (British
Columbia), other than a person who is such an insider solely by virtue
of being a director or senior officer of a subsidiary of the Company,
and
(ii) an Associate of a person who is an Insider by virtue ofss.(i);
OFFICER means an individual who is an officer of the Company as an
appointee of the Board;
OPTION means a right to purchase Common Shares granted under the Plan to a
Service Provider;
OPTION COMMITTEE means a committee to which the Board delegates the power
to grant Options hereunder;
OPTION COMMITMENT means a notice of a grant of an Option under the Plan,
substantially in the form of the Schedule hereto, delivered by the Company
to the Optionee;
OPTIONED SHARES means Common Shares subject to an Option;
OPTIONEE means a person to whom an Option is granted by the Company under
the Plan;
PLAN means this Incentive Share Purchase Option Plan;
REGULATORY APPROVAL means the approval of The Toronto Stock Exchange and
every other stock exchange or securities regulatory agency that may have
jurisdiction in the circumstances;
RETIRED means, with respect to an Officer or Employee, the early or normal
retirement of the Officer or Employee from his duties with the Company,
and, with respect to a Director, retirement in accordance with the Articles
of the Company;
SERVICE PROVIDER means:
(i) an Employee or Insider; and
(ii) any other person or company engaged to provide ongoing management or
consulting services for the Company or a subsidiary of the Company or
any other entity controlled by the Company;
SHARE COMPENSATION ARRANGEMENT means a stock option plan, stock purchase
plan or other compensation or incentive mechanism involving the issuance or
potential issuance of shares in the capital of the Company to one or more
Service Providers, including a share purchase from treasury which is
financially assisted by the Company or a Subsidiary of the Company by way
of a loan, guarantee or otherwise;
SUBSCRIPTION PRICE means the amount payable on an exercise of an Option;
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SUBSIDIARY means a subsidiary as determined under the Company Act (British
Columbia);
TOTALLY DISABLED, with respect to an Employee or Officer, means that,
solely because of disease or injury, the Employee or Officer is deemed by a
qualified physician selected by the Company to be unable to work at his
occupation with the Company and, with respect to a Director, means that,
solely because of disease or injury, the Director is deemed by a qualified
physician selected by the Company to be unable to carry out his or her
responsibilities on the Board.
A reference to a statute includes all regulations made thereunder, all
amendments to the statute or regulations in force from time to time, and
any statute or regulation that supplements or supersedes such statute or
regulations.
PART 2
THE PLAN
PURPOSE OF PLAN
2.1 The purpose of the Plan is to recognize contributions made by Service
Providers and to provide for an incentive for their continuing relationship with
the Company and its Subsidiaries.
ELIGIBILITY
2.2 Options to purchase unissued Common Shares may be granted hereunder to
Service Providers by the Board in its discretion.
INCORPORATION OF TERMS OF PLAN
2.3 Subject to specific variations approved by the Board, all terms and
conditions set out herein will be incorporated into and form part of each Option
granted under the Plan.
MAXIMUM NUMBER OF SHARES TO BE ALLOTTED
2.4 The maximum aggregate number of Common Shares that may be
(a) allotted for issuance under the Plan, is 4,616,800;
(b) reserved for issuance to any one person under the Plan shall be 5% of
the Common Shares outstanding at the time of the grant (on a
non-diluted basis), less the aggregate number of Common Shares reserved
for issuance to such person under any other option to acquire Common
Shares;
(c) reserved for issuance to Insiders under the Plan shall be 10% of the
Common Shares outstanding at the time of the grant (on a non-diluted
basis), less the aggregate
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number of Common Shares reserved for issuance to Insiders under any
other Share Compensation Arrangement,
(d) issued under the Plan in any one year period to an Insider and his
Associates, is 5% of the number of Common Shares issued and outstanding
(on a non-diluted basis) immediately before that time,less any Common
Shares issued to such person or his Associates pursuant to any other
Share Compensation Arrangement during the preceding one year period;
(e) issued within any one-year period to Insiders pursuant to the exercise
of Options shall not exceed 10% of the number of Common Shares issued
and outstanding (on a non-diluted basis) immediately before that time,
less any Common Shares acquired by Insiders pursuant to any other Share
Compensation Arrangement during the preceding one year period;
except as approved by the holders of common shares of the Company (but only if
and to the extent such approval is required by The Toronto Stock Exchange).
2.5 For the purposes of subparagraphs 2.4(c) and (d), the number of Common
Shares issued and outstanding shall be determined on the number of Common Shares
that are outstanding immediately prior to the time of calculation, excluding
Common Shares issued pursuant to Share Compensation Arrangements over the
preceding one-year period.
2.6 For purposes of calculations under ss.2.4(c), there will be excluded
from consideration any allotment or issuance of a share to a person at a time
when that person was not an Insider, or was not an Associate of an Insider, as
the case may be.
SHAREHOLDER APPROVAL
2.7 If and to the extent that an approval referred to in ss.2.4 is required
by The Toronto Stock Exchange, the approval must be given by a resolution passed
by a majority of the votes cast thereon at a meeting of holders of all classes
of common shares of the Company, and may be given by way of confirmation at the
first meeting of such shareholders following establishment of the Plan, and no
Optioned Share will be issued pursuant to any Option before it has been
determined that no such approval is required or, if it is required, before it
has been given.
SHARE NOT ACQUIRED
2.8 For the purposes of ss.2.4, a Common Share that might have been but was
not acquired under an Option which has expired or beeN cancelled or terminated
will be considered as not having been the subject of the Option.
POWERS OF BOARD
2.9 The Board will be responsible for the general administration of the
Plan, the proper execution of its provisions, the interpretation of the Plan and
the determination of all questions arising pursuant to the Plan, and without
limiting the generality of the foregoing, the Board will have the power to
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(a) grant Options pursuant to the Plan,
(b) allot Common Shares for issuance on the exercise of Options,
(c) subject to Regulatory Approval, amend, suspend, terminate or
discontinue the Plan, or revoke or alter any action taken pursuant to
the Plan, except that no amendment, suspension, termination or
discontinuance of the Plan will alter or impair any Option without the
written consent of the Optionee, and
(d) delegate its powers to an Option Committee.
PART 3
TERMS AND CONDITIONS OF OPTIONS
SUBSCRIPTION PRICE
3.1 The Subscription Price per Common Share to be acquired on the exercise
of an Option will be either
(a) the closing price per share for the Common Shares on The Toronto Stock
Exchange on the last trading day on such exchange before the Effective
Date of the Option,
(b) if at the time of granting the Option the Board is of the opinion that
the price determined under ss.(a) would not be a representative price,
the simple average of the high and low trading prices per share for the
Common Shares on The Toronto Stock Exchange on the last five trading
days on such exchange before the Effective Date of the Option on which
a trade of Common Shares occurred, or
(c) such other price as determined by the Board and as approved by The
Toronto Stock Exchange in respect of share purchase options issued
under the Plan which are the result of options to acquire shares of
acquired companies being converted into options to acquire common
shares.
TERM OF OPTIONS
3.2 The term of an Option will be such period after the Effective Date
thereof, not exceeding ten years, as the Board determines at the time of
granting of the Option.
VESTING OF OPTION RIGHTS
3.3 The Board may fix the terms of any Option granted in such manner as the
Board determines in its discretion.
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LIMITATION ON RIGHT TO EXERCISE
3.4 No Option may be exercised after the time at which the Optionee ceases
to be a Service Provider, except as follows:
(a) if the Optionee ceases to be a Service Provider by reason of the death
of the Optionee, the personal representatives of the Optionee may, from
time to time no later than the first to occur of the Expiry Date of the
Option and one year after the time of death, exercise the Option as to
a total number of shares not exceeding the number of shares as to which
the Optionee was entitled to and had not exercised at the time of
death;
(b) if the Optionee ceases to be a Service Provider by reason that the
Optionee has Retired or become Totally Disabled, the Optionee or, if
the Optionee dies after that time the personal representatives of the
Optionee, may from time to time no later than the first to occur of the
Expiry Date of the Option and one year after ceasing to be a Service
Provider, exercise the Option as to a total number of shares as to
which the Optionee would from time to time have been entitled to
acquire if he had remained as a Service Provider;
(c) if the Optionee ceases to be a Service Provider by reason that
(i) the Optionee is dismissed from office or employment for cause in
circumstances under which ss.(b) does not apply, or
(ii) the Optionee terminates his employment in order to become employed
by an employer which is in competition with the Company,
the Optionee or, if the Optionee dies after ceasing to be a Service
Provider, the personal representatives of the Optionee, may from time
to time no later than the first to occur of the Expiry Date of the
Option and 30 days after that time, exercise the Option as to a total
number of shares not exceeding the number of shares as to which the
Optionee was entitled to and had not exercised at the time of ceasing
to be a Service Provider; and
(d) if the Optionee ceases to be a Service Provider in circumstances other
than as provided in subparagraphs (a), (b) and (c), the Optionee or, if
the Optionee dies after that time, the personal representatives of the
Optionee, may from time to time no later than the Expiry Date of the
Option and one year after ceasing to be a Service Provider, exercise
the Option as to a total number of shares not exceeding the number of
shares as to which the Optionee was entitled to and had not exercised
at the time of ceasing to be a Service Provider.
NON ASSIGNABILITY
3.5 Except as provided inss.3.4 an Option may be exercised only by the
Optionee to whom it is granted and will not be assignable.
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ADJUSTMENT
3.6 The number of Common Shares subject to an Option will be subject to
adjustment in the events and in the manner following:
(a) if the Common Shares are subdivided or consolidated after the Effective
Date of an Option, or the Company pays to holders Common Shares of
record as of a date after the Effective Date of an Option a dividend
payable in Common Shares, the number of Common Shares which would be
acquired on any exercise of the Option thereafter will be adjusted to
the number of such shares that the Optionee would hold through the
combined effect of such exercise and such subdivision, consolidation or
stock dividend if the time of the subdivision or consolidation or the
record date of such stock dividend had been immediately after the
exercise, and the number of such shares referred to in ss.2.4(a) as
previously allotted or considered aS allotted or issued for the
purposes of ss.2.4(c) will be correspondingly adjusted;
(b) if there is any capital reorganization, reclassification or other
change or event affecting the Common Shares to which ss.(a) does not
apply, the board will determine whether in the circumstances it is just
and equitable that there be some alteration in the securities or other
consideration to be acquired by Optionees on the exercise of Options
then outstanding and will make such amendments to the Plan as the Board
considers appropriate in the circumstances to ensure a just and
equitable result; and
(c) the Company will not be required to issue any fractional share in
satisfaction of its obligations hereunder or any payment in lieu
thereof.
DISPUTES
3.7 If any question arises at any time with respect to the Subscription
Price or number of Optioned Shares deliverable upon exercise of an Option in any
of the events set out in this ss.3.7, such question will, subject to receipt of
applicable regulatory approval, be conclusively determined by the Company's
auditor, or, if the auditor declines to so act, any other firm of chartered
accountants in Vancouver, British Columbia that the Company may designate, and
such auditor or other firm will have access to all appropriate records and its
determination will be binding upon the Company and all Optionees.
PART 4
PROCEDURE
OPTION COMMITMENT
4.1 Upon the granting of an Option hereunder, the Chairman or President of
the Company, or if the Board has delegated its duties hereunder to a Option
Committee, any member of such committee, will execute and deliver to the
Optionee an Option Commitment detailing the terms of the Option and upon such
delivery the Optionee will be a participant in the Plan and
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have the right to purchase the Optioned Shares at the Subscription Price set out
therein, subject to the terms of the Option Commitment and the Plan.
MANNER OF EXERCISE
4.2 An Optionee being entitled to and wishing to exercise an Option may do
so only by delivering to the Company at its head office:
(a) a written notice addressed to the Company specifying the number of
Optioned Shares being acquired pursuant to the Option; and
(b) a certified cheque or bank draft payable to the Company for the
aggregate Subscription Price for the Optioned Shares being acquired.
SHARE CERTIFICATES
4.3 Upon an exercise of an Option the Company will direct its transfer
agent to issue a share certificate to an Optionee for the appropriate number of
Optioned Shares not later than five days thereafter.
PART 5
GENERAL PROVISIONS
GOVERNING LAW
5.1 The Plan will be construed in accordance with and the rights of the
Company and the Optionees will be governed by the laws of British Columbia and
the laws of Canada applicable therein.
NOTICE
5.2 Each notice, demand or communication required or permitted to be given
under the Plan will be in writing and will be delivered to the person to whom it
is addressed. The date of delivery of such notice, demand or communication will
be the date of receipt by the addressee.
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SCHEDULE
SHARE PURCHASE OPTION COMMITMENT
Notice is hereby given that, effective o, 199o (the "Effective Date") Glamis
Gold Ltd. (the "Company") has, pursuant to the Company's Incentive Share
Purchase Option Plan (the "Plan"), granted to o (the "Optionee"), an Option (the
"Option") to acquire up to o Common Shares (the "Optioned Shares") up to 5:00
p.m. Vancouver Time on o, 19o (the "Expiry Date") at a Subscription Price of
Cdn. $o per share.
Optioned Shares may be acquired as follows:
The grant of the Option evidenced hereby is made on and subject to the terms and
conditions of the Plan, which are incorporated by reference herein. The number
of Optioned Shares will be adjusted if and to the extent required in accordance
with ss.3.7 of the Plan.
To exercise the Option, the Optionee must, unless otherwise agreed to by the
Company, deliver to the Company at its head office a written notice specifying
the number of Optioned Shares the Optionee wishes to acquire, together with a
certified cheque or bank draft payable to the Company for the aggregate
Subscription Price for such shares. A share certificate evidencing the Optioned
Shares thereby acquired will be issued to the Optionee by the Company's transfer
agent in accordance with the Plan.
GLAMIS GOLD LTD.
Per: ---------------------------
