Goldcorp Inc. Amended Restricted Share Plan






Exhibit 4.1




GOLDCORP INC.




RESTRICTED SHARE PLAN




(AMENDED EFFECTIVE MAY 20, 2008)




ARTICLE ONE




DEFINITIONS AND INTERPRETATION




Section 1.01     Definitions



For the purposes of this 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:





	 	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;
	 
	 	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 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 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);




 









 






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	 	(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.	 	“Committee” means the Board or, if the Board so determines in accordance with
Section 2.03 of the Plan, the committee of the Board authorized to administer the Plan
which includes any compensation committee of the Board;






	 	F.	 	“Corporation” means Goldcorp Inc. and includes any successor corporation thereof;
	 
	 	G.	 	“Eligible Directors” means the directors of the Corporation or any Affiliate;
	 
	 	H.	 	“Eligible Employees” means the employees of the Corporation or any Affiliate,
including officers, whether Eligible Directors or not, and including both full-time and
part-time employees of the Corporation or any Affiliate;
	 
	 	I.	 	“Insider” means: (i) an insider as defined in the Securities Act (Ontario), as
may be amended from time to time, other than a person who is an Insider solely by
virtue of being a director or senior officer of an Affiliate; and (ii) an Associate of
any person who is an insider by virtue of (i);
	 
	 	J.	 	“Participant” means each Eligible Employee and Eligible Director to whom
Restricted Share Rights are granted hereunder;
	 
	 	K.	 	“Plan” means the Corporation’s Restricted Share Plan, as same may be amended
from time to time;
	 
	 	L.	 	“Restricted Period” means any period of time that a Restricted Share Right is
not exercisable and the Participant holding such Restricted Share Right remains
ineligible to receive Restricted Shares, determined by the Committee in its absolute
discretion, however, such period of time may be reduced or eliminated from time to time
and at any time and for any reason as determined by the Committee, including but not
limited to circumstances involving death or disability of a Participant;
	 
	 	M.	 	“Retirement” means the Participant ceasing to be an Eligible Employee or an
Eligible Director after attaining a stipulated age in accordance with the Corporation’s
normal retirement policy or earlier with the Corporation’s consent;
	 
	 	N.	 	“Retirement Date” means the date on which a Participant ceases to be an
Eligible Employee or an Eligible Director due to the Retirement of the Participant;
	 
	 	O.	 	“Restricted Share Rights” has such meaning as ascribed to such term at Section
3.02 of this Plan;














 





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	 	P.	 	“Restricted Shares” means the Shares issuable upon either (i) the expiry of an
applicable Restricted Period, or (ii) the grant of Restricted Share Rights if they are
granted without any applicable Restricted Period;






	 	Q.	 	“Shares” means the common shares in the capital of the Corporation, as adjusted
in accordance with the provisions of Article Five of this Plan;






	 	R.	 	“Termination” means: (i) in the case of an Eligible Employee, the termination
of the employment of the Eligible Employee with or without cause by the Corporation or
an Affiliate or the cessation of employment of the Eligible Employee with the
Corporation or an Affiliate as a result of the resignation or otherwise, other than the
Retirement, of the Eligible Employee; and (ii) in the case of an Eligible Director, the
removal of or failure to re-elect or re-appoint the Eligible Director as a director of
the Corporation or any Affiliate; and






	 	S.	 	“TSX” means the Toronto Stock Exchange.




Section 1.02     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 1.03     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 1.04     References to this Restricted Share Plan:  The words “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 1.05     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 RESTRICTED SHARE PLAN



Section 2.01     Purpose of the Restricted Share Plan:  The Plan provides for the acquisition of Shares
by Participants for the purpose of advancing the interests of the Corporation through the
motivation, attraction and retention of employees and directors of the Corporation and its
Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits
inherent in the ownership of Shares by key employees and directors of the Corporation and its
Affiliates, it being generally recognized that restricted share 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.



Section 2.02     Administration of the Restricted Share 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 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 of
the Corporation, be fully protected, indemnified and held harmless by the Corporation with respect
to any such action taken or determination or














 





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interpretation made in good faith. 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 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 of
the Corporation may, to the extent permitted by applicable law and as determined by resolution of
the directors of the Corporation, be exercised by a committee of the Board comprised of not less
than three (3) directors of the Corporation, including any compensation committee of the Board.



Section 2.04     Record Keeping:  The Corporation shall maintain a register in which shall be recorded:





	 	(a)	 	the name and address of each Participant;
	 
	 	(b)	 	the number of Restricted Share Rights granted to each Participant; and
	 
	 	(c)	 	the number of Restricted Shares issued to each Participant.




Section 2.05     Determination of Participants and Participation:  The Committee shall from time to
time determine the Participants who may participate in the Plan. The Committee shall from time to
time determine the Participants to whom Restricted Share Rights shall be granted and the provisions
and restrictions with respect to such grant, all such determinations to be made in accordance with
the terms and conditions of the Plan, and the Committee may take into consideration the present and
potential contributions of and the services rendered by the particular Participant to the success
of the Corporation and any other factors which the Committee deems appropriate and relevant.



Section 2.06     Maximum Number of Shares:





	 	(a)	 	The aggregate maximum number of Shares available for issuance from treasury
under this Plan, subject to adjustment pursuant to Section 5.06, shall not exceed
4,190,276 Shares. Any Shares subject to a Restricted Share Right which has been
granted under the Plan and which has been cancelled or terminated in accordance with
the terms of the Plan without the applicable Restricted Period having expired 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. The maximum number of Shares issued to independent
directors of the Corporation, within any one year period, pursuant to this Plan is 1%
of the aggregate maximum number of Shares available for issuance under this Plan. For
purposes of this Section 2.06, 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 Restricted Share Right.





ARTICLE THREE




RESTRICTED SHARE PLAN



Section 3.01     Restricted Share Plan:  The Plan is hereby established for Eligible Employees and
Eligible Directors.














 





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Section 3.02     Participants:  The Committee shall have the right to grant, in its sole and absolute
discretion, to any Participant rights to acquire any number of fully paid and non-assessable Shares
(“Restricted Share Rights”) as a discretionary payment in consideration of past services to the
Corporation, subject to the Plan and with such provisions and restrictions as the Committee may
determine. At the end of the Restricted Period applicable to a Restricted Share Right, and without
the payment of additional consideration or any other further action on the part of the holder of
the Restricted Share Right, the Corporation shall issue to the Participant holding the Restricted
Share Right one Share for each Restricted Share Right held by the Participant for which the
Restricted Period has expired.



Section 3.03     Restricted Share Right Grant Letter:  Each grant of a Restricted Share Right under the
Plan shall be evidenced by a Restricted Share Right Grant Letter to the Participant from the
Corporation. Such Restricted Share Right Grant Letter shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted
Share Right Grant Letter. The provisions of the various Restricted Share Right Grant Letters
issued under the Plan need not be identical.



Section 3.04     Restricted Period:  Concurrent with the determination to grant Restricted Share Rights
to a Participant, the Committee shall determine the Restricted Period applicable to such Restricted
Share Rights.



Section 3.05     Retirement or Termination during Restricted Period:  In the event of the Retirement or
Termination of a Participant during the Restricted Period, any Restricted Share Rights held by the
Participant shall immediately terminate and be of no further force or effect; provided, however,
that the Committee shall have the absolute discretion to modify the grant of the Restricted Shares
to provide that the Restricted Period shall terminate immediately prior to a Participant’s
Termination or Retirement.



Section 3.06     Payment of Dividends:  Subject to the absolute discretion of the Committee, the
Committee may determine to pay Participants cash equal to any cash dividends declared and paid on
Shares that would be payable on Restricted Shares issuable upon the expiry of any Restricted Period
which has not expired in the manner and at the time such dividends are ordinarily paid to holders
of Shares.



Section 3.07     Death or Disability of Participant:  In the event of the death or total disability of
a Participant, any Restricted Shares represented by Restricted Share Rights held by the Participant
shall be immediately issued by the Corporation.



Section 3.08     Change of Control:  In the event of a Change of Control, all Restricted Share Rights
outstanding shall be immediately exercised for Restricted Shares notwithstanding the Restricted
Period. 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.



Section 3.09     Necessary Approvals:  The Plan shall be subject to the approval of the shareholders of
the Corporation to be given by a resolution passed at a meeting of the shareholders of the
Corporation and acceptance by the TSX or any regulatory authority having jurisdiction over the
securities of the Corporation.




ARTICLE FOUR




WITHHOLDING TAXES



Section 4.01     Withholding Taxes:  The Corporation or its Affiliates may take such steps as are
considered necessary or appropriate for the withholding of any taxes which the Corporation or its
Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold
in connection














 





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with any Share including, without limiting the generality of the foregoing, the withholding of all
or any portion of any payment or the withholding of the issue of Shares to be issued under the
Plan, until such time as the Participant has paid the Corporation or its Affiliate for any amount
which the Corporation and its Affiliates are required to withhold with respect to such taxes.




ARTICLE FIVE




GENERAL



Section 5.01     Effective Time of Restricted Share Plan:  The 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 20, 2008. The Plan shall
remain in effect until it is terminated by the Board.



Section 5.02     Amendment of Restricted Share Plan:  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 Restricted Share Right 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; and
	 
	 	(c)	 	ensuring that the Restricted Share Rights 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 to whom a Restricted Share Right has been granted
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.



Section 5.03     Non-Assignable:  Except pursuant to a will or by the laws of descent and distribution,
no Restricted Share Right and no other right or interest of a Participant is assignable or
transferable.



Section 5.04     Rights as a Shareholder:  No holder of any Restricted Share Rights shall have any
rights as a shareholder of the Corporation prior to the end of the applicable Restricted Period.
Subject to Sections 3.06 and 5.06, no holder of any Restricted Share Rights shall be entitled to
receive, and no adjustment shall be made for, any dividends, distributions or any other rights
declared for shareholders of the Corporation for which the record date is prior to the date of
expiry of the Restricted Period applicable to any Restricted Share Right.



Section 5.05     No Contract of Employment:  Nothing contained in the Plan shall confer or be deemed to
confer upon any Participant the right to continue in the employment of, or to provide services to,
the Corporation or its Affiliates nor interfere or be deemed to interfere in any way with any right
of the Corporation or its Affiliates to discharge any Participant at any time for any reason
whatsoever, with or without cause. Participation in the Plan by a Participant shall be voluntary.



Section 5.06     Adjustment in Number of Shares Subject to the Restricted Share Plan:  In the event
there is any change in the Shares, whether by reason of a stock dividend, consolidation,
subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the
Committee in:














 





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	 	(a)	 	the number of Shares available under the Plan; and
	 
	 	(b)	 	the number of Shares subject to any Restricted Share Rights.




If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded.
All such adjustments shall be conclusive, final and binding for all purposes of the Plan.



Section 5.07     Securities Exchange Take-over Bid:  In the event that the Corporation becomes the
subject of a take-over bid (within the meaning of the Securities Act (Ontario)) pursuant to which
100% of the issued and outstanding Shares are acquired by the offeror either directly or as a
result of the compulsory acquisition provisions of the incorporating statute, and where
consideration is paid in whole or in part in equity securities of the offeror, the Committee may
send notice to all holders of Restricted Share Rights requiring them to surrender their Restricted
Share Rights within 10 days of the mailing of such notice, and the holders of Restricted Share
Rights shall be deemed to have surrendered such Restricted Share Rights on the tenth
(10th) day after the mailing of such notice without further formality, provided that:





	 	(a)	 	the offeror delivers with such notice an irrevocable and unconditional offer to
grant replacement restricted share rights to the holders of Restricted Share Rights on
the equity securities offered as consideration;
	 
	 	(b)	 	the Committee has determined, in good faith, that such replacement restricted
share rights have substantially the same economic value as the Restricted Share Rights
being surrendered; and
	 
	 	(c)	 	the surrender of Restricted Share Rights and the granting of replacement
restricted share rights can be effected on a tax deferred basis under the Income Tax
Act (Canada).




Section 5.08     No Representation or Warranty:  The Corporation makes no representation or warranty as
to the future market value of any Shares issued in accordance with the provisions of the Plan.



Section 5.09     Compliance with Applicable Law:  If any provision of the Plan or any Restricted Share
Right contravenes any law or any order, policy, by-law or regulation of any regulatory body having
jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring
such provision into compliance therewith.



Section 5.10     Interpretation:  This Plan shall be governed by and construed in accordance with the
laws of the Province of Ontario.





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