AMENDED GOLDCORP INC. 2005 STOCK OPTION PLAN







Exhibit 4.1




GOLDCORP INC.




2005 STOCK OPTION PLAN




(AMENDED EFFECTIVE MAY 20, 2008)




ARTICLE 1




GENERAL




1.1 Purpose




          The purpose of this Plan is to advance the interests of the Corporation by (i) providing
Eligible Individuals with additional incentive; (ii) encouraging stock ownership by Eligible
Individuals; (iii) increasing the proprietary interest of Eligible Individuals in the success of
the Corporation; (iv) encouraging Eligible Individuals to remain with the Corporation or its
Affiliates; and (v) attracting new employees and officers to the Corporation or its Affiliates.




1.2 Administration





	 	(a)	 	This Plan will be administered by the Board or a committee of the Board duly
appointed for this purpose by the Board and consisting of not less than three
directors. If a committee is appointed for this purpose, all references to the term
“Board” will be deemed to be references to the committee.
	 
	 	(b)	 	Subject to the limitations of this Plan, the Board has the authority: (i) to
grant Options to purchase Shares to Eligible Persons; (ii) to determine the terms,
including the limitations, restrictions and conditions, if any, upon such grants; (iii)
to interpret this Plan and to adopt, amend and rescind such administrative guidelines
and other rules and regulations relating to this Plan as it may from time to time deem
advisable, subject to required prior approval by any applicable regulatory authority
and/or shareholders; and (iv) to make all other determinations and to take all other
actions in connection with the implementation and administration of this Plan as it may
deem necessary or advisable. The Board’s guidelines, rules, regulations,
interpretations and determinations will be conclusive and binding upon all parties.





1.3 Interpretation




          For the purposes of this Plan, the following terms will have the following meanings unless
otherwise defined elsewhere in this Plan:





	 	A.	 	“Affiliate” means any corporation that is an affiliate of the Corporation as
defined in National Instrument 45-106 — Prospectus and Registration Exemptions, as may
be amended from time to time;
	 
	 	B.	 	“Associate”, where used to indicate a relationship with any person or company,
is as defined in the Securities Act (Ontario), as may be amended from time to time;
	 
	 	C.	 	“Board” means the Board of Directors of the Corporation or a committee thereof
appointed in accordance with the Plan;
	 
	 	D.	 	“Change of Control” means the occurrence of any one or more of the following
events:






	 	(i)	 	a consolidation, merger, amalgamation, arrangement or other
reorganization or acquisition involving the Corporation or any of its
Affiliates and another




 









 





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	 	 	 	corporation or other entity, as a result of which the
holders of Shares prior to the completion of the transaction hold less than 50%
of the outstanding shares of the successor corporation after completion of the
transaction;
	 
	 	(ii)	 	the sale, lease, exchange or other disposition, in a single
transaction or a series of related transactions, of assets, rights or
properties of the Corporation and/or any of its Affiliates which have an
aggregate book value greater than 30% of the book value of the assets, rights
and properties of the Corporation and its Affiliates on a consolidated basis to
any other person or entity, other than a disposition to a wholly-owned
Affiliate of the Corporation in the course of a reorganization of the assets of the
Corporation and its Affiliates;
	 
	 	(iii)	 	a resolution is adopted to wind-up, dissolve or liquidate the
Corporation;
	 
	 	(iv)	 	any person, entity or group of persons or entities acting
jointly or in concert (an “Acquiror”) acquires or acquires control (including,
without limitation, the right to vote or direct the voting) of Voting
Securities which, when added to the Voting Securities owned of record or
beneficially by the Acquiror or which the Acquiror has the right to vote or in
respect of which the Acquiror has the right to direct the voting, would entitle
the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or to
direct the casting of 20% or more of the votes attached to all of the
Corporation’s outstanding Voting Securities which may be cast to elect
directors of the Corporation or the successor corporation (regardless of
whether a meeting has been called to elect directors);
	 
	 	(v)	 	as a result of or in connection with: (A) a contested election
of directors, or (B) a consolidation, merger, amalgamation, arrangement or
other reorganization or acquisitions involving the Corporation or any of its
Affiliates and another corporation or other entity, the nominees named in the
most recent Management Information Circular of the Corporation for election to
the Board shall not constitute a majority of the Board; or
	 
	 	(vi)	 	the Board adopts a resolution to the effect that a Change of
Control as defined herein has occurred or is imminent.


For the purposes of the foregoing, “Voting Securities” means Shares and any other
shares entitled to vote for the election of directors and shall include any
security, whether or not issued by the Corporation, which are not shares entitled to
vote for the election of directors but are convertible into or exchangeable for
shares which are entitled to vote for the election of directors including any
options or rights to purchase such shares or securities;






	 	E.	 	“Corporation” means Goldcorp Inc. and includes any successor corporation
thereof;
	 
	 	F.	 	“Eligible Individual” means any employee or officer of (i) the Corporation, or
(ii) any Affiliate (and includes any such person who is on a leave of absence
authorized by the Board or the board of directors of any Affiliate);
	 
	 	G.	 	“Eligible Person” means, subject to all applicable law, any Eligible
Individual, Holding Company or Eligible Individual’s RRSP;
	 
	 	H.	 	“Holding Company” means a corporation wholly-owned by an Eligible Individual,
the issued and outstanding voting shares of which are, and will continue to be,
beneficially owned, directly or indirectly, by such Eligible Individual and/or the
spouse, children and/or grandchildren of such Eligible Individual;




 









 





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	 	I.	 	“Insider” means: (i) an insider as defined in the Securities Act (Ontario)
other than a person who is an Insider solely by virtue of being a director or senior
officer of a Affiliate; and (ii) an Associate of any person who is an insider by virtue
of (i);
	 
	 	J.	 	“Market Price” means the volume weighted average trading price of the Shares,
calculated by dividing the total value by the total volume of Shares on the TSX, or
another stock exchange where the majority of the trading volume and value of the Shares
occurs, for the five trading days immediately preceding the day the Option is granted;
	 
	 	K.	 	“Option” means a right granted to an Eligible Person to purchase Shares
pursuant to the terms of this Plan;
	 
	 	L.	 	“Participant” for the Plan means each Eligible Person to whom Options are
granted;
	 
	 	M.	 	“Plan” means the Corporation’s 2005 Stock Option Plan, as same may be amended
from time to time;
	 
	 	N.	 	“Retirement” means an Eligible Individual ceasing to be an employee or officer
of the Corporation or an Affiliate after attaining a stipulated age in accordance with
the Corporation’s normal retirement policy or earlier with the Corporation’s consent;
	 
	 	O.	 	“Retirement Date” means the date on which a Participant ceases to be an
Eligible Individual due to the Retirement of the Eligible Individual;
	 
	 	P.	 	’’RRSP’’ means a registered retirement savings plan;
	 
	 	Q.	 	“Shares” means the common shares in the capital of the Corporation;
	 
	 	R.	 	“Termination” means: (i) in the case of an employee, the termination of the
employment of the employee with or without cause by the Corporation or an Affiliate or
cessation of employment of the employee with the Corporation or an Affiliate as a
result of resignation or otherwise other than the Retirement of the employee; and (ii)
in the case of an officer, the removal of or failure to re-elect or re-appoint the
individual as an officer of the Corporation or an Affiliate (other than through the
Retirement of an officer);
	 
	 	S.	 	“Termination Date” means the date on which a Participant ceases to be an
Eligible Individual due to the Termination of the Eligible Individual;
	 
	 	T.	 	“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition,
mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement
by which possession, legal title or beneficial ownership passes from one person to
another, or to the same person in a different capacity, whether or not voluntary and
whether or not for value, and any agreement to effect any of the foregoing; and
	 
	 	U.	 	“TSX” means the Toronto Stock Exchange.





          Words importing the singular number include the plural and vice versa and words importing the
masculine gender include the feminine.




          This Plan is to be governed by and interpreted in accordance with the laws of the Province of
Ontario.




1.4 Shares Reserved under the Stock Option Plan





	 	(a)	 	The aggregate maximum number of Shares available for issuance from treasury
under this Plan, subject to adjustment pursuant to Section 3.3, is 32,500,000. Any
Shares




 









 





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	 	 	 	subject to an Option which has been granted under the Plan and which Option has
been cancelled or terminated in accordance with the terms of the Plan without having
been exercised will again be available under the Plan.
	 
	 	(b)	 	The maximum number of Shares issuable to Insiders, at any time, pursuant to
this Plan and any other security based compensation arrangements of the Corporation is
10% of the total number of Shares then outstanding. The maximum number of Shares
issued to Insiders, within any one year period, pursuant to this Plan and any other
security based compensation arrangements of the Corporation is 10% of the total number
of Shares then outstanding. For purposes of this Section 1.4, the number of Shares
then outstanding shall mean the number of Shares outstanding on a non-diluted basis
immediately prior to the proposed grant of the applicable Option.





ARTICLE 2




OPTION GRANTS AND TERMS OF OPTIONS




2.1 Option Grants




          Subject to this Plan, the Board will have the authority to determine the limitations,
restrictions and conditions, if any, in addition to those set out in this Plan, applicable to the
exercise of an Option, including, without limitation, the nature and duration of the restrictions,
if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the
Option, and the nature of the events, if any, and the duration of the period in which any
Participant’s rights in respect of Shares acquired upon exercise of an Option may be forfeited. An
Eligible Person may receive Options on more than one occasion under this Plan and may receive
separate Options on any one occasion.




2.2 Option Terms





	 	(a)	 	Options granted must be exercised no later than five years after the date of
grant or such lesser period as the applicable grant may require. In the event that any
Option expires during, or within 48 hours after, a self imposed blackout period on
trading securities of the Corporation, such expiry date will become the tenth day
following the end of the blackout period.
	 
	 	(b)	 	The Board may determine when any Option will become exercisable and may
determine that the Option will be exercisable in instalments or pursuant to a vesting
schedule.
	 
	 	(c)	 	No fractional Shares may be issued and the Board may determine the manner in
which fractional Share value will be treated.
	 
	 	(d)	 	A minimum of 100 Shares must be purchased by a Participant upon exercise of
Options at any one time, except where the remainder of Shares available for purchase
pursuant to Options granted to such Participant totals less than 100.
	 
	 	(e)	 	Options may be granted so that they qualify as incentive stock options (“ISOs”)
under section 422(d) of the U.S. Internal Revenue Service Code (“IRS Code”) in
accordance with the requirements and limitations in Section 3.7 below.





2.3 Option Price




          The Board will establish the exercise price of an Option at the time each Option is granted,
provided that such price shall not be less than the Market Price. The Board shall not reduce the
exercise price of any outstanding Option.





 









 






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2.4 Grant to Participant’s RRSP or Holding Company




          Upon written notice from an Eligible Individual, any Option that might otherwise be granted to
that Eligible Individual will be granted, in whole or in part, to an RRSP or a Holding Company.




2.5 Termination, Retirement or Death





	 	(a)	 	In the event of the Termination of an Eligible Individual, each Option held by
the Eligible Individual or the Eligible Individual’s Holding Company or RRSP, as
applicable, will cease to be exercisable within a period of 30 days after the
Termination Date, or such longer period as determined by the Board. For greater
certainty, such determination of a longer period may be made at any time subsequent to
the date of grant of the Options, provided that no Option shall remain outstanding for
any period which exceeds the earlier of: (i) the expiry date of such Option; and (ii)
12 months following the Termination Date. If any portion of an Option held by a
terminated Eligible Individual or such Eligible Individual’s Holding Company or RRSP,
as applicable, has not vested on the Termination Date, the Participant holding such
Option may not, after the Termination Date, exercise such portion of the Option
which has not vested, provided that the Board may determine at any time, including
for greater certainty at any time subsequent to the date of grant of the Options,
that such portion of the Option vests automatically or pursuant to a vesting
schedule determined by the Board. Without limitation, and for greater certainty
only, this subsection (a) will apply regardless of whether the Eligible Individual
was dismissed with or without cause and regardless of whether the Eligible
Individual received compensation in respect of dismissal or was entitled to a period
of notice of termination which would otherwise have permitted a greater portion of
the Option to vest.
	 
	 	(b)	 	In the event of the Retirement of an Eligible Individual, each Option held by
the Eligible Individual or the Eligible Individual’s Holding Company or RRSP, as
applicable, will cease to be exercisable within a period of 30 days after the
Retirement Date, or such longer period as determined by the Board. For greater
certainty, such determination of a longer period may be made at any time subsequent to
the date of grant of the Options, provided that no Option shall remain outstanding for
any period which exceeds the earlier of: (i) the expiry date of such Option; and (ii)
12 months following the Retirement Date. If any portion of an Option held by a retired
Eligible Individual or such Eligible Individual’s Holding Company or RRSP, as
applicable, has not vested on the Retirement Date, the Participant holding such Option
may not, after the Retirement Date, exercise such portion of the Option which has not
vested, provided that the Board may determine at any time, including for greater
certainty at any time subsequent to the date of grant of the Options, that such portion
of the Option vests automatically or pursuant to a vesting schedule determined by the
Board.
	 
	 	(c)	 	If an Eligible Individual dies, the personal representatives, heirs or legatees
of the deceased Eligible Individual may exercise the Options held by the deceased
Eligible Individual or the deceased Eligible Individual’s Holding Company or RRSP, as
applicable, within a period of time after the date of the Eligible Individual’s death
as determined by the Board, for greater certainty such determination may be made at any
time subsequent to the date of grant of the Options, provided that no Option shall
remain outstanding for any period which exceeds the earlier of (i) the expiry date of
such Option; and (ii) 12 months following the date of death of the Eligible Individual.
If any portion of an Option held by a deceased Eligible Individual or such Eligible
Individual’s Holding Company or RRSP, as applicable, has not vested on the Eligible
Individual’s date of death, the personal representatives, heirs or legatees of the
deceased Eligible Individual holding such Option may not, after the date of death of
the Eligible Individual, exercise such portion of the Option which has not vested,
provided that the Board may determine at any time, including for greater certainty at
any time subsequent to the date of grant of the Options, that such portion of the
Option vests automatically or pursuant to a vesting




 









 





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	 	 	 	schedule determined by the Board.
If the personal representative, heir or legatee of a deceased Eligible Individual
exercises the Option of the deceased Eligible Individual in accordance with the terms
of this Plan, the Corporation will have no obligation to issue the Shares until
evidence satisfactory to the Corporation has been provided by the personal
representative, heir or legatee that it is entitled to act on behalf of the deceased
Eligible Individual to purchase the Shares under this Plan.





2.6 Option Agreements




          Each Option must be confirmed, and will be governed, by an agreement in a form determined by
the Board and signed by the Corporation and the Eligible Individual, an RRSP of which the Eligible
Individual is an annuitant, or the Eligible Individual’s Holding Company, as applicable.




2.7 Payment of Exercise Price




          The exercise price of each Share purchased under an Option must be paid in full by bank draft,
certified cheque or wire transfer at the time of exercise, and upon receipt of payment in full, but
subject to the terms of this Plan, the number of Shares in respect of which the Option is exercised
will be duly issued as fully paid and non- assessable. Share certificates representing the number of Shares in respect of which the
Option has been exercised will be issued only upon payment in full of the relevant exercise price
to the Corporation.




2.8 Acceleration on Change of Control




          In the event of a Change of Control, all Options outstanding shall be immediately exercisable,
notwithstanding any determination of the Board pursuant to subsection 2.2(b) hereof, if applicable.
In any event, upon a Change of Control, Participants shall not be treated any more favourably than
shareholders of the Corporation with respect to the consideration that the Participants would be
entitled to receive for their Shares.




ARTICLE 3




MISCELLANEOUS




3.1 Right to Terminate Options on Sale of Corporation




          Notwithstanding any other provision of this Plan, if the Board at any time by resolution
declares it advisable to do so in connection with any proposed sale or conveyance of all or
substantially all of the property and assets of the Corporation or any proposed merger,
consolidation, amalgamation or offer to acquire all of the outstanding Shares (collectively, the
“Proposed Transaction”), the Corporation may give written notice to all Participants advising them
that, within 30 days after the date of the notice and not thereafter, each Participant must advise
the Board whether the Participant desires to exercise its Options prior to the closing of the
Proposed Transaction, and that upon the failure of a Participant to provide such notice within the
30-day period, all rights of the Participant will terminate, provided that the Proposed Transaction
is completed within 180 days after the date of the notice. If the Proposed Transaction is not
completed within the 180-day period, no right under any Option will be exercised or affected by the
notice, except that the Option may not be exercised between the date of expiration of the 30-day
period and the day after the expiration of the 180-day period. If a Participant gives notice that
the Participant desires to exercise its Options prior to the closing of the Proposed Transaction,
then all Options which the Participant elected by notice to exercise will be exercised immediately
prior to the effective date of the Proposed Transaction or such earlier time as may be required to
complete the Proposed Transaction.




 









 






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3.2 Prohibition on Transfer of Options




          Options are personal to each Eligible Person. No Eligible Person may deal with any Options or
any interest in them or Transfer any Options now or hereafter held by the Eligible Person, except
as provided in Section 2.4. If a Holding Company ceases to be wholly-owned and controlled by an
Eligible Individual and/or the spouse, children and/or grandchildren of such Participant, such
change in ownership or control shall be deemed to be an improper Transfer of all of the Options
held by such Holding Company. An improper Transfer of any Options will not create any rights in
the purported transferee, will cause the immediate termination of the Options, and the Corporation
will not issue any Shares upon the attempted exercise of improperly Transferred Options.




3.3 Capital Adjustments




          If there is any change in the outstanding Shares by reason of a stock dividend or split,
recapitalization, consolidation, combination or exchange of shares, or other fundamental corporate
change, the Board will make, subject to any prior approval required of relevant stock exchanges or
other applicable regulatory authorities, if any, an appropriate substitution or adjustment in (i)
the exercise price of any unexercised Options under this Plan; (ii) the number or kind of shares or
other securities reserved for issuance pursuant to this Plan; and (iii) the number and kind of
shares subject to unexercised Options theretofore granted under this Plan; provided, however, that
no substitution or adjustment will obligate the Corporation to issue or sell fractional shares. In
the event of the reorganization of the Corporation or the amalgamation or consolidation of the
Corporation with another corporation, the Board may make such provision for the protection of the
rights of Participants as the Board in its discretion deems appropriate. The determination of the
Board, as to any adjustment or as to there being no need for adjustment, will be final and binding
on all parties. In any event, upon a Change of Control, holders of Options shall not be treated
any more favourably than shareholders of the Corporation with respect to the consideration that
Participants would be entitled to receive for their Shares.




3.4 Non-Exclusivity




          Nothing contained herein will prevent the Board from adopting other or additional compensation
arrangements for the benefit of any Eligible Individual, subject to any required regulatory or
shareholder approval.




3.5 Amendment and Termination




          Except as otherwise set out below, the Board shall seek shareholder and regulatory approval
for any amendments to the Plan. The Board may discontinue the Plan at any time without first
obtaining shareholder approval, provided that, without the consent of a Participant, such
discontinuance may not in any manner adversely affect the Participant’s rights under any Option
granted under the Plan.




          The Board may, subject to receipt of requisite regulatory approval, where required, and
without further shareholder approval, in its sole discretion make the following amendments to the
Plan:





	 	(a)	 	amending typographical, clerical and grammatical errors;
	 
	 	(b)	 	reflecting changes to applicable securities laws;
	 
	 	(c)	 	changing the termination provisions of an Option or the Plan which do not
entail an extension beyond the original expiry date;
	 
	 	(d)	 	including the addition of a cashless exercise feature, payable in cash or
securities, which provides for a full deduction of the number of underlying securities
from the Plan reserve; and




 









 





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	 	(e)	 	ensuring that the Options granted under the Plan will comply with any
provisions respecting income tax and other laws in force in any country or jurisdiction
of which a Participant may from time to time be resident or a citizen.





          Notwithstanding the foregoing, the Corporation shall obtain requisite shareholder approval in
respect of amendments to the Plan to the extent such approval is required by any applicable laws or
regulations.




3.6 Compliance with Legislation




          The Board may postpone or adjust any exercise of any Option or the issuance of any Shares
pursuant to this Plan as the Board in its discretion may deem necessary in order to permit the
Corporation to effect or maintain registration of this Plan or the Shares issuable pursuant thereto
under the securities laws of any applicable jurisdiction, or to determine that the Shares and this
Plan are exempt from such registration. The Corporation is not obligated by any provision of this
Plan or any grant hereunder to sell or issue Shares in violation of any applicable law. In
addition, if the Shares are listed on a stock exchange, the Corporation will have no obligation to
issue any Shares pursuant to this Plan unless the Shares have been duly listed, upon official
notice of issuance, on a stock exchange on which the Shares are listed for trading.




3.7. Special Requirements for U.S. Participants





	 	(a)	 	Notwithstanding any other provision of this Plan to the contrary, the aggregate
number of Shares available for ISOs is 32,500,000, subject to adjustment pursuant to
Section 3.3 of this Plan and subject to the provisions of sections 422 and 424 of the
IRS Code.
	 
	 	(b)	 	Each Option agreement shall specify whether the related Option is an ISO or a
non-ISO. If no such specification is made, the related Option will be (1) an ISO if
all of the requirements under the IRS Code that must be satisfied in order for such
Option to qualify as an ISO are satisfied, or (2) in all other cases, a non-ISO.
	 
	 	(c)	 	ISOs may only be granted to Eligible Individuals who are employees of the
Corporation or an affiliate for purposes of section 422 of the IRS Code.
	 
	 	(d)	 	An ISO shall be treated as a non-ISO to the extent that the aggregate fair
market value of the Shares (determined as of the applicable grant date) with respect to
which ISOs are exercisable for the first time during any calendar year (pursuant to
this Plan and all other plans of the Corporation and of any affiliate for purposes of
section 422 of the IRS Code) will exceed one hundred thousand dollars (U.S.$100,000) or
any other limitation subsequently set forth in section 422(d) of the IRS Code.
	 
	 	(e)	 	The exercise price per Share payable upon exercise of an ISO granted to an
Eligible Individual who is a 10% Shareholder on the applicable grant date will be not
less than one hundred and ten percent (110%) of the Market Price of a Share on the
applicable grant date. “10% Shareholder” means any Eligible Individual who owns,
taking into account the constructive ownership rules set forth in section 424(d) of the
IRS Code, more than ten percent (10%) of the total combined voting power of all classes
of stock of the Corporation.
	 
	 	(f)	 	No ISO may be granted more than ten (10) years after the earlier of (i) the
date on which this Plan is adopted by the Board, or (ii) the date on which this Plan is
approved by the shareholders of the Corporation.
	 
	 	(g)	 	If the Board determines to extend the exercise period of an ISO pursuant to its
authority under Section 2.5 above or to make any other revision to the terms of an ISO,
such Option shall thereafter be treated as a non-ISO to the extent required under
sections 422




 









 





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	 	 	 	and 424 of the IRS Code. Notwithstanding any provision in the Plan to the
contrary, any revision to the terms of an Option (whether an ISO or non-ISO) granted to
a U.S. Participant shall be made only if it does not create adverse tax consequences
under section 409A of the IRS Code.
	 
	 	(h)	 	In the event that this Plan is not approved by the shareholders of the
Corporation within twelve (12) months before or after the date on which this Plan is
adopted by the Board, any ISO granted under this Plan will automatically be deemed to
be a non-ISO.





3.8. Withholding Taxes




          The exercise of each Option granted under this Plan is subject to the condition that if at any
time the Corporation determines, in its discretion, that the satisfaction of withholding tax or
other withholding liabilities is necessary or desirable in respect of such exercise, such exercise
is not effective unless such withholding has been effected to the satisfaction of the Corporation.
In such circumstances, the Corporation may require that a Participant pay to the Corporation, in
addition to and in the same manner as the Option price for the Shares, such amount as the
Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the
Option (or alternatively, the Corporation shall have the right in its discretion to satisfy any
such liability for withholding or other required deduction amounts by retaining or acquiring any
Option shares, or retaining any amount payable, which would otherwise be issued or delivered,
provided or paid to a Participant under the Plan).




3.9 Effective Date




          This Plan shall be effective on April 15, 2005, shareholder approval having been received at
the Corporation’s annual and special meeting held on May 16, 2005, as amended by the Corporation’s
shareholders on May 2, 2007 and May 20, 2008.