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Title: |
Share Incentive Plan |
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Entities: |
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Date: |
2007 |
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Size: |
49KB total |
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Price: |
$42 |
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ID: |
#2792848 |
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IAMGOLD CORPORATION
SHARE INCENTIVE PLAN
ARTICLE ONE
DEFINITIONS AND INTERPRETATION
Section 1.01 Definitions: For purposes of the Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:
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(a) |
"Act" means the Canada Business Corporations Act or its successor, as amended from time to time; |
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(b) |
"Aggregate Contribution" means the aggregate of a Participants Contribution and the related Corporations Contribution; |
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(c) |
"Basic Annual Salary" means the basic annual remuneration of a participant from the Corporation and its Designated Affiliates exclusive of any overtime pay, bonuses or allowances of any kind whatsoever; |
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(d) |
"Committee" shall mean the Directors or, if the Directors so determine in accordance with section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan; |
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(e) |
"Common Shares" shall mean the common shares of the Corporation, as adjusted in accordance with the provisions of Article Seven of the Plan; |
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(f) |
"Corporation" means IAMGold Corporation, a corporation incorporated under the Act; |
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(g) |
"Corporations Contribution" means the amount the Corporation credits a Participant under section 3.04 of the Plan; |
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(h) |
"Designated Affiliate" means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time; |
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(i) |
"Directors" shall mean the board of directors of the Corporation from time to time; |
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(j) |
"Eligible Directors" shall mean the Directors or the directors of any Designated Affiliate from time to time; |
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(k) |
"Eligible Employees" shall mean employees and officers, whether Directors or not, and including both full-time and part-time employees, of the Corporation or any Designated Affiliate; |
IAMGold - Annual Matters 2005- Share Incentive Plan - (Final) (2).htm
2.
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(l) |
"Employment Contract" means any contract between the Corporation or any Designated Affiliate and any Eligible Employee, Eligible Director or Other Participant relating to, or entered into in connection with, the employment of the Eligible Employee, the appointment or election of the Eligible Director or the engagement of the Other Participant or any other agreement to which the Corporation or a Designated Affiliate is a party with respect to the rights of such Participant in respect of a change in control of the Corporation or the termination of employment, appointment, election or engagement of such Participant; |
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(m) |
"Holding Period" means a period of 12 months or such longer period as may be required by law or the Stock Exchange or any regulatory authority having jurisdiction over the securities of the Corporation; |
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(n) |
"Issue Price" means the weighted average price of the Common Shares on the Stock Exchange for the calendar quarter in respect of which Common Shares are being issued under the Share Purchase Plan; |
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(o) |
"Option" shall mean an option to purchase Common Shares granted pursuant to, or governed by, the Plan; |
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(p) |
"Optionee" shall mean a Participant to whom an Option has been granted pursuant to the Share Option Plan; |
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(q) |
"Option Period" shall mean the period of time during which the particular Option may be exercised; |
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(r) |
"Other Participants" shall mean any person or corporation engaged to provide ongoing management or consulting services for the Corporation or a Designated Affiliate, or any employee of such person or corporation, other than an Eligible Director or an Eligible Employee; |
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(s) |
"Participant" with respect to the Share Purchase Plan shall mean each Eligible Employee and Other Participant and with respect to the Share Option Plan and Share Bonus Plan shall mean each Eligible Director, Eligible Employee and Other Participant; |
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(t) |
"Participants Contribution" means the amount a Participant elects to contribute to the Share Purchase Plan under paragraphs 3.03(a) or (b) of the Plan; |
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(u) |
"Plan" means this share incentive plan which includes the Share Purchase Plan, the Share Option Plan and the Share Bonus Plan; |
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(v) |
"Service Provider" means an employee or insider of the Corporation or any of its subsidiaries and any other person or corporation engaged to provide ongoing management or consulting services for the Corporation or any entity controlled by the Corporation; |
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(w) |
"Share Bonus Plan" means the share bonus plan described in Article Five hereof; |
3.
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(x) |
"Share Compensation Arrangement" means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation to one or more Service Providers, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guaranty or otherwise; |
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(y) |
"Share Option Plan" means the share option plan described in Article Four hereof; |
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(z) |
"Share Purchase Plan" means the share purchase plan described in Article Three hereof; and |
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(aa) |
"Stock Exchange" means The Toronto Stock Exchange, or, if the Common Shares are not listed on The Toronto Stock Exchange, such other principal market upon which the Common Shares are traded as designated by the Committee from time to time. |
Section 1.02 Securities Definitions: In the Plan, the terms "affiliate", "associate", "subsidiary" and "insider" shall have the meaning given to such terms in the Securities Act (Ontario).
Section 1.03 Headings: The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.
Section 1.04 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
Section 1.05 References to this Plan: The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.
Section 1.06 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.
ARTICLE TWO
PURPOSE AND ADMINISTRATION OF THE PLAN
Section 2.01 Purpose of the Plan: The Plan provides for the acquisition of Common Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees and directors of the Corporation and the Designated Affiliates of the Corporation and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by key employees and directors of the Corporation and its Designated Affiliates, it being generally recognized that share incentive plans aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in the Corporation.
4.
Section 2.02 Administration of the Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary or desirable in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.
Section 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.
Section 2.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded:
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(a) |
the name and address of each Optionee; |
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(b) |
the number of Common Shares subject to Options granted to each Optionee; |
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(c) |
the aggregate number of Common Shares subject to Options; |
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(d) |
the name and address of each Participant in the Share Purchase Plan; |
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(e) |
the Participants Contributions and the Corporations Contributions in respect of each Participant; and |
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(f) |
the number of Common Shares held in safekeeping for the account of each Participant. |
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