Exhibit 10(f)(3)
NONQUALIFIED STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
SECOND AMENDMENT
Battle Mountain Gold Company, a Nevada corporation (the "Company"),
having established the Battle Mountain Gold Company Nonqualified Stock Option
Plan for Outside Directors, as originally adopted and currently in effect
(the "Plan"), and having reserved the right under Section 12 thereof to amend
said Plan, does hereby amend the Plan, effective December 2, 1997, as
follows:
1. ITEM 6 is hereby amended to read:
Notwithstanding the termination provisions set forth in Item 12,
this Agreement shall not terminate as to the Company's obligations herein
in the event of a Change of Control, as defined below.
For purposes of this Item 6, a "Change of Control" of the
Company shall be deemed to occur on any one of the following events
which takes place after December 2, 1997:
(a) any "person" (as such term is used in Sections 13(d) and 14(d)
(2) of the Securities Exchange Act of 1934), except Noranda
Inc., is or becomes the "beneficial owner" (as defined in Rule
13d-3 of the Securities Exchange Act of 1934), directly or
indirectly, of Company Securities representing 30 percent or
more of the combined voting power of the then outstanding
Company Securities;
(b) the first purchase of Company Securities pursuant to a tender or
exchange offer (other than a tender or exchange offer made by
the Company);
(c) the approval by the holders of the Company's Securities of a
reorganization, merger, combination or consolidation, a sale or
disposition of all or substantially all of the Company's assets
or a plan of liquidation or dissolution of the Company, unless
in each case following the consummation of such transaction
more than 70 percent of the combined voting power of the
Company's Securities outstanding prior to such consummation
will continue (as Company Securities or as securities of a
successor entity) to be beneficially owned, directly or
indirectly, by all or substantially all
of the persons who were beneficial owners immediately prior
thereto in substantially the same proportion; or
(d) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors
of the Company cease for any reason to constitute at least a
majority thereof, provided that any new director whose election
or nomination for election by the holders of the Company's
Securities was approved in advance by a vote of at least
two-thirds of the directors then still in office who were
directors at the beginning of the period shall be considered as
though such person were a director at the beginning of the
period.
"Company Securities" shall mean the common stock of the Company and the
exchangeable shares of Battle Mountain Canada Ltd. taken together.
Effective as of December 2, 1997.
BATTLE MOUNTAIN GOLD COMPANY
By /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President, Human Resources
ATTEST:
/s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President, General Counsel
And Corporate Secretary
