Amended Form of Stock Option Agreement under the 1996 Plan.
HOMESTAKE MINING COMPANY
_____________
_______________________
_______________________
_______________________
_______________________
RE: OPTION TO PURCHASE SHARES OF $1.00 PAR
VALUE COMMON STOCK OF HOMESTAKE MINING COMPANY
Dear _________:
Homestake Mining Company ("Company") hereby grants you an option
to purchase ________ shares of its $1.00 par value common stock
at a price of $____ per share on the following terms:
1. The option is intended to be a non-statutory option that
does not satisfy the requirements of Section 422A of the
Internal Revenue Code.
2. The option shall expire on the earlier of ___________ or the
occurrence of the first of the following:
a. Three months after the termination of your active
employment with the company or any affiliate (as
hereafter defined) for reason other than retirement,
death, disability, or cause.
b. Thirty-six months after termination of your active
employment with the Company or any affiliate by
retirement.
c. Thirty-six months after the termination of your
active employment with the Company or any affiliate by
death or disability.
d. Except as provided in paragraph 2.b. and 2.c., six
months after termination of your active employment with
the Company or any affiliate for any reason other than
cause if you should die or become disabled within three
months after such termination.
e. Immediately upon termination of your active employment
with the Company or any affiliate for cause, as determined
by the Compensation Committee of the Board of Directors of
the Company ("Committee").
For purposes of this agreement, (i) affiliate includes any
corporation or other form of enterprise in which the Company
has, directly or indirectly, an ownership interest of 50% or
more or equivalent power to direct the management and policy
of such enterprise by contract or otherwise; (ii) if your
employment with the Company or an affiliate terminates and
immediately thereafter you become a consultant to the
Company or an affiliate, such service may be treated as
employment with the
Company but only if the Committee in its
sole discretion so determines; (iii) any determination by
the Committee made in good faith shall be final unless
clearly erroneous; and (iv) any determination by the
Committee as to a matter reserved to the sole discretion of
the Committee shall be final.
3. The option shall become exercisable in installments
beginning ________ and on the same day of each of the next
three years, as to 25% of the shares each year. To the
extent not previously exercised, such installments shall
accumulate and be exercisable, in whole or in part, at any
time before expiration of the option.
4. Except as hereafter provided, if for any reason your active
employment with the Company or any affiliates terminates
before one or more installments become exercisable, the
option shall be exercisable only as to any installments
which became exercisable before termination and then only to
the extent not previously exercised. Notwithstanding the
foregoing:
a. Upon your death or total and permanent disability
occurring while employed, all installments shall be
immediately exercisable to the extent not previously
exercised; and
b. If, within two years after a "Change of Control," your
employment is terminated involuntarily for reasons
other than death, disability or discharge for "Good and
Sufficient Cause," or you voluntarily choose to
terminate your employment for "Good Reason" (all as
defined in the Company's 1999 Change of Control
Severance Plan as amended from time to time), all
installments shall be immediately exercisable to the
extend not previously exercised. The provisions of this
paragraph 4 are in addition to any rights that you may
have under the Plan under which this option was issued.
5. Except as permitted by the Committee, the option is
transferable by you only by will or the laws of descent or
distribution. Except as permitted by the Committee, it may
be exercised during your lifetime only by you or by your
legal representative duly appointed by a court of competent
jurisdiction. After your death, it may be exercised only by
your executor or administrator or by persons who acquire it
directly from you by bequest or inheritance or as permitted
by the Committee.
6. If a dividend is declared on common stock of the Company
payable in common stock, the unexercised shares shall be
increased and the per share option price shall be decreased
proportionately to reflect the dividend as the Committee may
determine.
7. If any change is made in the common stock through merger,
consolidation, reorganization, recapitalization, split-up,
combination of shares, exchange of shares, change in
corporate structure or otherwise or a stock dividend is
payable in stock other than common stock, an appropriate
adjustment shall be made for shares not previously exercised
as to the number of any kind of securities or rights and the
price per share as the Committee may determine.
8. You shall not be a stockholder, nor be entitled to any
privileges of stock ownership, under this agreement until
shares are actually issued and delivered to you.
9. a. The option may be exercised from time to time in
accordance with this agreement by written notice signed
and delivered by you or your legal representative (or
after your death,
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by your executor, administrator, heir
or legatee, as the case may be), or other permitted
transferee to the Secretary of the Company at the
Company's principal office.
b. The notice shall state the number of shares as to
which the option is exercised, the date of exercise and
how the exercise price will be paid. The notice shall
be accompanied by payment in cash or by delivery of a
check, bank draft or money order, or, as more
specifically provided in the Plan, by common stock duly
endorsed for transfer or a combination thereof for the
full exercise price. The fair market value of any
common stock so delivered shall be the mean between the
high and low sales price of the shares on the composite
tape for New York Stock Exchange-listed securities on
the day of exercise, or if no sales of shares of common
stock shall have been reported on such composite tape
on that day, then such amount as the Committee shall
determine to be the fair market value on such day.
10. Before delivery of any shares, the Company shall determine
the amount of federal and state income tax or other tax
withholding required by law and you shall pay the Company
such amount, to the extent not previously withheld.
11. a. Upon receipt of notice of exercise by the Company,
this agreement shall become a contract for the purchase
and sale of the shares specified in the notice and,
except as herein provided, neither you nor the Company
shall have the right to terminate or rescind the
contract. The Company shall tender the shares within a
reasonable time.
b. If the Committee determines that any law or
regulation or requirement of any securities exchange
requires the Company to take any action before issuance
or delivery of shares or prohibits or delays their
issuance or delivery then the date for payment,
issuance and delivery, shall be extended for the period
necessary to take such action, or during the period of
such prohibition or limitation delay.
12. In the event of certain corporate transactions or changes of
control, the option may become immediately exercisable in
accordance with the terms of the Plan.
13. By exercising the option, you agree that you are acquiring
the shares for investment and will not transfer any shares
in violation of applicable federal and state securities
laws. Any shares delivered under this agreement may bear
such legends and may be subject to such restrictions on
transfer as the Committee determines to be necessary or
appropriate. You agree to execute such agreements as to
transfer of such shares as the Committee may deem advisable.
You agree that the Company shall not be required to register
any shares acquired by you and that you may be required to
hold such shares indefinitely in the absence of registration
or an exemption from registration under federal and state
securities laws. You agree that any shares purchased by you
may be issued in the name of you and your spouse if you then
or recently lived in a community property state.
14. This agreement incorporates the Plan by reference. In the
event of a conflict between the terms of this agreement and
the Plan, the Plan, as interpreted and administered by the
Committee, shall prevail.
15. The option may be exercised only as to whole shares. No
fractional shares will be issued or delivered.
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Please indicate your acceptance of the foregoing by signing the
agreement and returning it to the Company in the enclosed
envelope.
Very truly yours,
HOMESTAKE MINING COMPANY
By____________________________
Acceptance and Agreement:
The foregoing agreement is hereby accepted by me as of
___________ (date).
___________________________________
(Signature )
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