ROYAL OAK MINES INC.
AMENDED STOCK OPTION AGREEMENT
Effective March 20, 1998
Dear ________,
This agreement ("Agreement") will amend the terms of an option previously
granted to you to purchase __________ common shares (the "Common Shares") of
ROYAL OAK MINES INC., a corporation organized and existing under the laws of the
Province of Ontario, Canada ("Royal Oak").
Royal Oak previously granted to you on or about __________________ (the "Grant
Date"), an option to purchase on or before __________________ (the "Expiration
Date") __________________ Common Shares at an exercise price of $__________
(Canadian dollars) per share (the "Existing Option"). As of the date of this
Agreement, __________ Common Shares of the Existing Option remain unexercised
and available for exercise by you. This Agreement, when executed by you and upon
satisfaction of the conditions set out in paragraph 2 hereof, will amend the
exercise price of the Existing Option and except for such amendment to the
exercise price, the terms of the Existing Option as amended by this Agreement
(hereafter referred to as the "Amended Option") will be materially the same as
the terms of the Existing Option. Provided, however, that the amendment to the
exercise price described in this Agreement shall not apply to the purchase of
any Common Shares with respect to which you shall have given Royal Oak a notice
of election to exercise prior to the satisfaction of the conditions described in
paragraph 2 herein.
The terms of the Amended Option are as follows:
1. The Amended Option shall extend to __________ Common Shares, which may
be purchased at an exercise price of $1.10 (Canadian) per share, such
Amended Option to vest and to be exercisable prior to the Expiration
Date in accordance with the following vesting schedule:
(a) up to __________ Common Shares may be purchased on or after
one year after the Grant Date;
(b) up to __________ Common Shares, together with any option to
purchase Common Shares remaining unpurchased under the
foregoing paragraph (a), may be purchased on or after two
years after the Grant Date; and
(c) up to __________ Common Shares, together with any option to
purchase Common Shares remaining unpurchased under the
foregoing paragraphs (a) and (b), may be purchased on or after
three years after the Grant Date.
2. The Amended Option is conditional upon receipt of regulatory approvals,
including approvals of both The Toronto Stock Exchange and the American
Stock Exchange, and upon approval of Royal Oak's shareholders at Royal
Oak's 1998 Annual Meeting of Shareholders to be held on or about June
26, 1998, which regulatory and shareholder approvals Royal Oak agrees
to seek. In no event shall the Amended Option be exercisable until all
such regulatory and shareholder approvals have been obtained. Until all
such approvals are obtained, the Existing Option shall be deemed not to
have been amended by reason of this Agreement and shall continue to be
exercisable in accordance with the terms of the Existing Option
unamended, as otherwise confirmed herein.
3. The Amended Option is conditional upon compliance with all applicable
Canadian provincial and United States federal and state securities law
requirements. The Amended Option may not be exercised until any and all
such securities law requirements have been satisfied.
4. The Expiration Date of the Amended Option shall be the same as the
Existing Option and, subject to the vesting schedule described in
paragraph 1 of this Agreement, be available for exercise until on or
before the Expiration Date. If, at any time prior to the Expiration
Date, you cease to be an officer, director or employee of Royal Oak or
of any subsidiary of Royal Oak, by death, disability or otherwise, then
the Amended Option shall terminate on the earlier of 90 days after such
event or the Expiration Date, but, subject to the provisions of
paragraph 1, the Amended Option will be available for exercise by you
or your personal representative during any such period.
5. In the event of any stock split, consolidation, amalgamation,
reorganization, reclassification or any other similar change to the
authorized or issued share capital of Royal Oak, the exercise price and
the number of Common Shares subject to the Amended Option at the time
that such change becomes effective shall be adjusted by the Board of
Directors of Royal Oak to give effect to such change. You agree that
the decision of the Board of Directors in any such case shall be final
and binding upon you.
6. Upon your written confirmation and acceptance below and return of this
Agreement, the Amended Option shall be irrevocable by Royal Oak and may
not be transferred, assigned, pledged or hypothecated by you in any
manner (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Upon any attempt
to transfer, pledge, hypothecate or otherwise dispose of the Amended
Option in full or in part or of any right or privilege conferred by
this Agreement contrary to its provisions, or upon the sale, levy or
attachment or similar process upon the rights and privileges conferred
by this Agreement, the Amended Option shall thereupon terminate and
become null and void.
7. As a condition to the exercise of the Amended Option in full or in
part, you shall make such arrangements as Royal Oak may require to
satisfy any Canadian or United States federal, state or local
withholding tax obligations that may arise in connection with such
exercise.
8. As a condition to the exercise of the Amended Option in full or in
part, you agree to comply with all applicable securities laws if you
elect to resell any of the Common Shares purchased upon such exercise.
9. Each exercise of the Amended Option in full or in part shall be by
means of delivery of a notice of election to exercise addressed to the
Chief Executive Officer of Royal Oak at its principal executive office,
specifying the number of Common Shares to be purchased and accompanied
by payment in cash or cheque in the amount of the full exercise price
for the Common Shares to be purchased. Upon exercise of the Amended
Option in full or in part in accordance with the terms and conditions
set forth in this Agreement, you will be entitled to receive
certificates for fully paid and non-assessable Common Shares.
10. Neither this Agreement nor the prior grant or existence of the Existing
Option shall in any way constitute any form of agreement or
understanding binding on Royal Oak or any affiliated company of Royal
Oak, express or implied, that Royal Oak, or any affiliated company of
Royal Oak, will employ you or contract with you for any length of time,
nor shall it interfere in any way with Royal Oak's, or, where
applicable, an affiliated company's, right to terminate your employment
for any reason at any time, which right is hereby reserved.
11. The acceptance of the terms of this Agreement and the amendment to the
exercise price of the Existing Option described herein and the sale of
Common Shares issuable upon exercise of the Amended Option may have tax
and securities law consequences in Canada and the United States that
may depend on your individual circumstances. Accordingly, you
acknowledge that you have been advised to consult your personal legal
and tax advisors in connection with this Agreement and your dealings in
regard to the Existing Option and the Amended Option.
12. This Agreement constitutes the entire agreement between Royal Oak and
you and supersedes all prior agreements, understandings and
discussions, including the Existing Option, between Royal Oak and you
with respect to the subject matter of this Agreement.
If you are in agreement with the foregoing and accept the terms of this
Agreement, please sign each of the triplicate originals where indicated below
and return two originals to
Royal Oak, whereupon this Agreement shall be deemed to be binding as of the date
first written above.
ROYAL OAK MINES INC.
By:
--------------------------------------
Xxxxxxxx X. Xxxxx
President and Chief Executive Officer
I HEREBY CONFIRM THE TERMS OF THE "EXISTING OPTION" AND THE NUMBER OF
UNEXERCISED OPTIONS THEREUNDER AND DO FULLY ACCEPT AND AGREE TO THE TERMS OF THE
"AMENDED OPTION" AS DESCRIBED IN THE ABOVE AGREEMENT.
---------------------------------------------------
Date: , 1998
--------------------------------------
EXHIBIT 4.1
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxxx March 20, 1998 20,000 $1.10 $1.10 March 6, 2002
Assistant Controller
X.X. Xxxxx March 20, 1998 150,000 $1.10 $1.10 January 1, 2004
President, C.E.O.
Director
X.X. Xxxx March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Chief Financial
Officer
E. Szol March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Executive Vice-
President,
Chief Operating
Officer
J.R. Smrke March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Senior Vice-
President
X.X. Xxxxx March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Vice-President,
Global Exploration
Director
X.X. Xxxxxx March 20, 1998 75,000 $1.10 $1.10 January 1, 2004
Vice-President,
Investor Relations
X. Xxxxx March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Project Director -
Kemess
X. Xxxxxxxx March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Treasurer
X. Xxxxxxx March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Project Manager -
Kemess
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxx March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Manager - Mining
Projects
X. Xxxxxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Manager,
Environmental Services
X. Xxxxxxxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
General Manager,
Kemess Mine
X. Xxxx March 20, 1998 20,000 $1.10 $1.10 October 31, 1998
Manager, Operations,
Kemess Mine (former)
J. Stard March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
General Manager,
Giant Mine
X. Xxxxxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Manager, Project
Engineering
X. Xxxxxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Geologist
X. Xxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Director, Corporate
Development
X. Xxxxxx March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Land Manager
X. Xxxxx March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist
X. Xxxx March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist, Timmins
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxx March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Geologist, Giant
X.X. Xxxxxx March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
D. Braid March 20, 1998 10,000 $1.10 $1.10 January 1, 2004
Senior Mine Engineer
X. Xxxxxx March 20, 1998 30,000 $1.10 $1.10 January 1, 2004
Assistant Controller
X. Xxxx March 20, 1998 7,500 $1.10 $1.10 October 31, 1998
Accountant (former)
X. Xxxxxxx March 20, 1998 20,000 $1.10 $1.10 January 1, 2004
Geologist
X. Xxxx March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Accountant
X. Xxxxxxx March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
X. Xxxxxx March 20, 1998 7,500 $1.10 $1.10 January 1, 2004
Administrative
Assistant
X.X. Xxxxxxx March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Director
W.J.V. Sheridan March 20, 1998 40,000 $1.10 $1.10 January 1, 2004
Director, Secretary
X. XxXxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Processing Manager,
Kemess
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Trainer
X. Xxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager of
Underground Mines,
Timmins
X. Xxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Safety & Quality
Assurance, Timmins
X. Xxxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager of
Electrical, Timmins
X. Xxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Chief Geologist,
Timmins
B. Hope March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Chief Mine Engineer,
Timmins
X. Xxxxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Controller, Timmins
Operations
X. Xxxxxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Timmins
Operations
X. Xxxxxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Kemess Mine
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Mill Superintendent,
Timmins
X. Xxxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Safety Manager, Kemess
X. Xxxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Manager, Human
Resources, Giant Mine
X. Xxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Manager of
Administration, Giant
Mine
X.X. Xxxxxxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
General Xxxxxxx
(OPS), Kemess
X. Xxxxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Chief Geologist,
Kemess
X. Xxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Mine Superintendent,
Giant
X. Xxxxxx March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Mill Superintendent,
Giant
X. Xxxxx March 20, 1998 5,000 $1.10 $1.10 January 1, 2004
Maintenance
Superintendent, Giant
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
T. Canam March 20, 1998 2,000 $1.10 $1.10 January 1, 2004
Chief Geologist, Giant
X. Xxxxxx March 20, 1998 10,000 $1.10 $1.10 January 21, 2004
Manager of
Administration
X. Xxxxx March 20, 1998 50,000 $1.10 $1.10 October 31, 1998
Treasurer (former)
J. Brand March 20, 1998 50,000 $1.10 $1.10 March 17, 2002
Controller
X. Xxxxxx March 20, 1998 40,000 $1.10 $1.10 April 8, 2004
General Manager,
Timmins Operations
E. Szol March 20, 1998 65,000 $1.10 $1.10 May 22, 2004
Executive
Vice-President,
Chief Operating
Officer
X. Xxxxx March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Vice-President,
Global Exploration,
Director
X. Xxxxx March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Senior Vice-President
X.X. Xxxxxx March 20, 1998 50,000 $1.10 $1.10 June 3, 2004
Vice-President,
Investor Relations
X. Xxxxxxx March 20, 1998 100,000 $1.10 $1.10 August 17, 2004
Project Manager,
Kemess
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxxx March 20, 1998 5,000 $1.10 $1.10 October 29, 2004
Mine Manager, Kemess
X. Xxxx March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Chief Financial
Officer
X. Xxxxx March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Senior Vice-President
X.X. Xxxxxx March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Vice-President,
Investor Relations
X. Xxxxx March 20, 1998 100,000 $1.10 $1.10 December 7, 2004
Vice-President,
Global Exploration,
Director
E. Szol March 20, 1998 150,000 $1.10 $1.10 December 7, 2004
Executive
Vice-President
Chief Operating
Officer
X.X. Xxxxx March 20, 1998 200,000 $1.10 $1.10 December 7, 2004
President, C.E.O.,
Director
J. Brand March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Controller
X. Xxxxx March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Manager, Mining
Projects
D. Braid March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Mine Engineer
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxxx March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Assistant Controller
X. Xxxxxx March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Land Manager
X. Xxxxxxx March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Manager,
Environmental Services
X. Xxxxxxx March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Manager, Project
Engineering
X. Xxxxx March 20, 1998 50,000 $1.10 $1.10 October 31, 1998
Treasurer (former)
X. Xxxxxxx March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Geologist
X. Xxxxxxx March 20, 1998 40,000 $1.10 $1.10 December 7, 2004
Geologist
X. Xxxxxxxx March 20, 1998 30,000 $1.10 $1.10 December 7, 2004
Manager, Human
Resources, Kemess Mine
X. Xxxx March 20, 1998 50,000 $1.10 $1.10 December 7, 2004
Director, Corporate
Development
X. Xxxxx March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
X. Xxxxxx March 20, 1998 3,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
---------------------------------------------------------------------------------------------------------------------
OPTIONEE GRANT NUMBER OF EXERCISE PRICE MARKET PRICE ON EXPIRY DATE
(OR AMENDMENT) SHARES ($CDN.) DATE PRIOR TO
DATE DATE OF GRANT OR
AMENDMENT
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
X. Xxxxxx March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Administrative
Assistant
X. Xxxx March 20, 1998 2,000 $1.10 $1.10 October 31,1998
Accountant (former)
X. Xxxx March 20, 1998 10,000 $1.10 $1.10 December 7, 2004
Accountant
X. Xxxxxx March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Manager of
Administration
X. Xxxxxxx March 20, 1998 2,000 $1.10 $1.10 December 7, 2004
Trainer
X. Xxxxxxx March 20, 1998 1,000 $1.10 $1.10 December 7, 2004
Receptionist
A. Xxxxx Xxxxx March 20, 1998 100,000 $1.10 $1.10 March 11, 2005
Counsel
X. Xxxxxx March 20, 1998 30,000 $1.10 $1.10 March 11, 2005
Manager of Human
Resources, Giant Mine
X. Xxxxxxx March 20, 1998 2,000 $1.10 $1.10 March 11, 2005
Administrative
Assistant
---------------------------------------------------------------------------------------------------------------------
