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                                                                   EXHIBIT 10.22


                                MK GOLD COMPANY
                             STOCK INCENTIVE PLAN


                          SECTION 1 - PURPOSE OF PLAN

This Stock Incentive Plan is intended to promote the long-term interests of the
Company and its shareholders by providing officers and other key employees of
the Company and its Affiliates with an additional incentive to promote the
financial success of the Company and its Affiliates.


                            SECTION 2 - DEFINITIONS

Unless otherwise required by the context, the following terms when used in the
Plan shall have the meanings set forth in this Section 2:

(a) "Affiliate":  Any "parent corporation" or "subsidiary corporation" of the
    Company, as such terms are defined in Sections 425(e) and (f), respectively,
    of the Code.

(b) "Agreement":  A restricted stock agreement, option agreement or rights
    agreement evidencing an Award in such form as adopted by the Committee
    pursuant to the Plan.

(c) "Award":  An award of Restricted Stock, an Option or a Right, or a
    combination thereof, under the Plan.

(d) "Board of Directors":  The Board of Directors of the Company.

(e) "Code":  The Internal Revenue Code of 1986, as amended from time to time.

(f) "Committee":  The Compensation Committee of the Board of Directors or such
    other committee appointed by the Board of Directors which meets the
    requirements set forth in Section 14(a) hereof.

(g) "Company":  MK Gold Company, a Delaware corporation.

(h) "Effective Date":  The date on which the Plan shall become effective as set
    forth in Section 15 hereof.

(i) "Exchange Act":  The Securities Exchange Act of 1934, as amended, together
    with all regulations and rules issued thereunder.

(j)  "Exercise Price":

     (i)  In the case of an Option, the price per Share at which the Shares
          subject to such Option may be purchased upon exercise of such Option;
          and

     (ii) in the case of a Right, the price per Share which, upon grant, the
          Committee determines shall be utilized in calculating the aggregate
          value which a Participant shall be entitled to receive upon exercise
          of such Right.

(k) "Fair Market Value":  As applied to a specific date, the mean between the
    highest and lowest quoted selling price of a Share on the NASDAQ system on
    such date, or if there are no reported sales on such date, on the last
    preceding date on which sales were reported.  The Fair Market Value
    determined by the Committee in good faith in such manner shall be final,
    binding and conclusive on all parties.

(l) "ISO":  An Option intended to qualify as an "incentive stock option," as
    defined in Section 422 of the Code or any statutory 
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    provision that may replace such Section.

(m) "LSAR":  A limited stock appreciation right awarded to a Participant under
    Section 9 hereof.

(n) "NQSO":  An Option not intended to be an ISO and designated a nonqualified
    stock option by the Committee.

(o) "Option":  Any ISO or NQSO granted under the Plan.

(p) "Participant":  An officer or other key employee of the Company or any of
    its Affiliates who has been granted an Award under the Plan.

(q) "Plan":  This MK Gold Company Stock Incentive Plan, as the same may be
    amended from time to time.

(r)  "Related":

     (i)  in the case of a Right, a Right which is granted in connection with,
          and to the extent exercisable, in whole or in part, in lieu of, an
          Option or another Right; and

     (ii) in the case of an Option, an Option which is granted in connection
          with, and to the extent exercisable, in whole or in part, in lieu of,
          a Right or another Option.

(s) "Restricted Stock":  Shares of restricted stock awarded to a Participant
    under Section 10 hereof.

(t) "Right":  Any SAR or LSAR granted under the Plan.

(u) "SAR":  A stock appreciation right awarded to a Participant under Section 8
    hereof.

(v) "Shares":  Shares of the Company's authorized but unissued or reacquired
    $.01 par value common stock, or such other class or kind of shares or other
    securities as may be applicable pursuant to the provisions of Section 4(b)
    hereof.

(w) "Subsidiary":  Any "subsidiary corporation" of the Company, as such term is
    defined in Section 425(f) of the Code.

(x) "Trigger Event":  An event described in Section 9(c) hereof.


                           SECTION 3 - PARTICIPATION

The class of persons eligible to receive Awards under the Plan shall be those
officers and other key employees of the Company or its Affiliates, as designated
by the Committee from time to time, but in no case shall any member of the Board
of Directors be eligible to receive any Award under the Plan unless such member
of the Board of Directors is also an officer or other key employee of the
Company or any of its Affiliates.

                      SECTION 4 - SHARES SUBJECT TO PLAN

(a) Maximum Shares.  Subject to adjustment by the operation of Section 4(b) 
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    hereof, the maximum number of shares with respect to which Awards may be
    made under the Plan is 2,500,000. The maximum number of shares with respect
    to which Awards may be made to a Participant in any period covering two
    consecutive calendar years is 1,500,000. The Shares with respect to which
    Awards may be made under the Plan may be either authorized and unissued
    shares or issued shares heretofore or hereafter reacquired and held as
    treasury shares. Shares which are subject to Related Rights and Related
    Options shall be counted only once in determining whether the maximum number
    of Shares with respect to which Awards may be granted under the Plan has
    been exceeded. An Award shall not be considered to have been made under the
    Plan with respect to any Option or Right to the extent that it terminates
    without being exercised, and new Awards may be granted under the Plan with
    respect to the number of Shares as to which such termination has occurred.

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(b) Adjustment of Shares and Price.  In the event that the Shares are changed
    ------------------------------  
    into or exchanged for a different kind or number of shares of Stock or
    securities of the Company as the result of any stock dividend, stock split,
    combination of shares, exchange of shares, merger, consolidation,
    reorganization, recapitalization or other change in capital structure, then
    the number of Shares subject to this Plan and to Awards granted hereunder
    and the purchase price, repurchase price or Exercise Price for such Shares
    shall be equitably adjusted by the Committee to prevent the dilution or
    enlargement of Awards, and any new stock or securities into which the Shares
    are changed or for which they are exchanged shall be substituted for the
    Shares subject to this Plan and to Awards granted hereunder; provided,
    however, that fractional shares may be deleted from any such adjustment or
    substitution.

        SECTION 5 - GENERAL TERMS AND CONDITIONS OF OPTIONS AND RIGHTS

(a)  General Terms.  The Committee shall have full and complete authority and
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     discretion, except as expressly limited by the Plan, to grant Options and
     Rights and to provide the terms and conditions (which need not be identical
     among Participants) thereof. In particular, the Committee shall prescribe
     the following terms and conditions:

    (i)   the Exercise Price of any Option or Right, determined in accordance
          with Section 5(b) hereof;

    (ii)  the number of Shares subject to, and the expiration date of, any
          Option or Right, provided, however, that no Option or Right shall have
          a term in excess of 10 years from the date of grant of the Option or
          Right;

    (iii) the manner, time and rate (cumulative or otherwise) of exercise of
          such Option or Right; and

    (iv)  the restrictions, if any, to be placed upon such Option or Right or
          upon Shares which may be issued upon exercise of such Option or Right.
          The Committee may, as a condition of granting any Option or Right,
          require that a Participant agree not to thereafter exercise one or
          more Options or Rights previously granted to such Participant.

(b)  Exercise Price. The Exercise Price shall be determined by the Committee and
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     shall not be less than the Fair Market Value per Share on the date of
     grant. Notwithstanding the foregoing, in no event shall the Exercise Price
     be less than the par value per Share.

                  SECTION 6 - EXERCISE OF OPTIONS AND RIGHTS

(a)  General Exercise Rights.  An Option or Right granted under the Plan shall
     -----------------------  
     be exercisable during the lifetime of the Participant to whom such Option
     or Right was granted only by such Participant, and except as provided in
     Section 6(c) hereof, no such Option or Right may be exercised unless at the
     time such Participant exercises such Option or Right, such participant is
     an employee of, and has continuously since the grant thereof been an
     employee of, the Company or an Affiliate. Transfer of employment between
     Affiliates or between an Affiliate and the Company shall not be considered
     an interruption or termination of employment for any purpose of this Plan.
     Neither shall a leave of absence at the request, or with the approval, of
     the Company or an Affiliate be deemed an interruption or termination of
     employment, so long as the period of such leave does not exceed 90 days,
     or, if longer, so long as the Participant's right to re-employment with the
     Company or an Affiliate is guaranteed by contract. An Option or Right also
     shall contain such conditions upon exercise (including, without limitation,
     conditions limiting the time of exercise to specified periods) as may be
     required to satisfy applicable regulatory requirements, including, without
     limitation, Rule 16b-3 (or any successor rule) promulgated by the
     Securities and Exchange Commission.

(b)  Notice of Exercise. An Option or Right may not be exercised with respect to
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     less than 25 Shares, unless the exercise relates to all Shares covered by
     the Option or Right at the date of exercise. An Option or Right shall be
     exercised by delivery of a written notice to the Company. Such notice shall
     state the election to exercise the Option or Right and the number of whole
     Shares in respect of which it is being exercised, and shall be signed by
     the person or persons so exercising the Option or Right. In the case of an
     exercise of an Option, such notice shall either: (a) be accompanied by
     payment of the full Exercise Price and all applicable withholding taxes, in
     which event the Company shall deliver any certificate(s) representing
     Shares which the Participant is entitled as a result of the exercise as
     soon as practicable after the notice has been received; or (b) fix a date
     (not less than 5 nor more than 15 business days from the date such notice
     has been received by the Company) for the payment of the full Exercise
     Price and all applicable withholding taxes, against delivery by the Company
     of any certificate(s) representing

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     Shares which the Participant is entitled to receive as a result of the
     exercise. Payment of such Exercise Price and withholding taxes shall be
     made as provided in Sections 6(d) and 13, respectively. In the event the
     Option or Right shall be exercised pursuant to Section 6(c)(i) hereof, by
     any person or persons other than the Participant, such notice shall be
     accompanied by appropriate proof of the right of such person or persons to
     exercise the Option or Right.

(c)  Exercise After Termination of Employment. Except as otherwise determined by
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     the Committee at the date of grant of the Option or Award and as is
     provided in the applicable Agreement evidencing the Option or Right, upon
     termination of a Participant's employment with the Company or any of its
     Affiliates, such Participant (or in the case of death, the person(s) to
     whom the Option or Right is transferred by will or the laws of descent and
     distribution) may exercise such Option or Right during the following
     periods of time (but in no event after the normal expiration date of such
     Option or Right):

     (i)   in the case of termination as a result of death, disability or
           retirement of the Participant, the Option or Right shall remain
           exercisable (as to the number of shares exercisable on the
           termination date) for one year after the date of termination; for
           this purpose, "disability" shall mean such physical or mental
           condition affecting the Participant as determined by the Committee in
           its sole discretion, and "retirement" shall mean voluntary retirement
           under a retirement plan or program of the Company or any Affiliate;

     (ii)  in the case of termination for cause, the Option or Right shall
           immediately terminate and shall no longer be exercisable; and

     (iii) in the case of termination for any reason other than those set forth
           in subparagraphs (i) and (ii) above, with respect to the shares
           exercisable on the date of termination, the Option or Right shall
           remain exercisable for three months after the date of termination.

     To the extent the Option or Right is not exercised within the foregoing
     periods of time, the Option or Right shall automatically terminate at the
     end of the applicable period of time. Notwithstanding the foregoing
     provisions, failure to exercise an ISO within the periods of time
     prescribed under Sections 421 and 422 of the Code shall cause an ISO to
     cease to be treated as an "incentive stock option" for purposes of Section
     421 of the Code.

(d)  Payment of Option Exercise Price. Upon the exercise of an Option, payment
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     of the Exercise Price shall be made either (i) in cash (by a certified
     check, personal check, bank draft or money order), (ii) with the consent of
     the Committee and subject to Section 6(e) hereof, by delivering the
     Participant's duly-executed promissory note and related documents, (iii)
     with the consent of the Committee, by delivering Shares owned by the
     Participant for more than six (6) months valued at Fair Market Value, or
     (iv) by a combination of the foregoing forms of payment.

(e)  Payment with Loan.  The Committee may in its sole discretion assist any
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     Participant in the exercise of one or more Options granted to such
     Participant under the Plan by authorizing the extension of a loan to such
     Participant from the Company. Except as otherwise provided in this Section
     6(e), the terms of any loan (including the interest rate and terms of
     repayment) shall be established by the Committee in its sole discretion.
     The maximum amount of any loan shall not exceed 80% of the Exercise Price
     payable for the Shares being purchased. Any such loan by the Company shall
     be with full recourse against the Participant to whom the loan is granted,
     shall be secured in whole or in part by the Shares so purchased, and shall
     bear interest at a rate not less than the minimum interest rate required at
     the time of purchase of the Shares in order to avoid having imputed
     interest or original issue discount under Sections 483 or 1272 of the Code.
     In addition, any such loan by the Company shall become immediately due and
     payable in full, at the option of the Company, upon termination of the
     Participant's employment with the Company or its Affiliates for any reason
     or upon a sale of any Shares acquired with such loan to the extent of the
     cash and fair market value of any property received by the Participant in
     such sale. The Committee may make arrangements for the application of
     payroll deductions from compensation payable to the Participant to amounts
     owing to the Company under any such loan. Until any loan by the Company
     under this Section 6(e) is fully paid in cash, the Shares shall be pledged
     to the Company as security for such loan and the Company shall retain
     physical possession of the stock certificates evidencing the Shares so
     purchased together with a duly executed stock power for such Shares. No
     loan shall be made hereunder unless counsel for the Company shall be
     satisfied that the loan and the issuance of Shares funded thereby will be
     in compliance with all applicable federal, state and local laws.

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(f)  Rights as a Shareholder.  A Participant shall have no rights as a
     -----------------------  
     shareholder with respect to any Shares issuable on exercise of any Option
     or Right until the date of the issuance of a stock certificate to the
     Participant for such Shares. No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or other property)
     or distributions or other rights for which the record date is prior to the
     date such stock certificate is issued, except as provided in Section 4(b)
     hereof.

(g)  Effect of Dissolution, Merger, Etc.   Upon the dissolution or liquidation
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     of the Company, or upon a reorganization, merger, or consolidation of the
     Company with one or more corporations as a result of which the Company is
     not the surviving corporation, or upon a sale of substantially all the
     property of the Company to another corporation, this Plan shall terminate,
     and any outstanding Options and Rights shall terminate, unless provision be
     made in connection with such transaction for the assumption of such Options
     and Awards, or the substitution for such Options and Awards of new
     incentive awards covering the stock of a successor employer corporation, or
     a parent or subsidiary thereof, with appropriate adjustments as to number
     and kind of shares and prices.


                   SECTION 7 - SPECIAL PROVISIONS FOR ISO'S

Any provision of the Plan to the contrary notwithstanding, the following special
provisions shall apply to all ISOs granted under the Plan:

(a) the Option must be expressly designated as an ISO by the Committee and in
    the ISO Agreement;

(b) no ISO shall be granted more than ten years from the Effective Date of the
    Plan and no ISO shall be exercisable more than ten years from the date such
    ISO is granted;

(c) the Exercise Price of any ISO shall not be less than the Fair Market Value
    per Share on the date such ISO is granted;

(d) no ISO shall be granted to any individual who, at the time such ISO is
    granted, owns stock possessing more than 10% of the total combined voting
    power of all classes of stock of the Company or any Affiliate unless the
    Exercise Price of such ISO is at least 110% of the Fair Market Value per
    Share at the date of grant and such ISO is not exercisable after the
    expiration of five years from the date such ISO is granted;

(e) the aggregate Fair Market Value (determined as of the time any ISO is
    granted) of any Company stock with respect to which any ISOs granted to a
    Participant are exercisable for the first time by such Participant during
    any calendar year (under this Plan and all other stock option plans of the
    Company and any of its Affiliates and any predecessor of any such
    corporations) shall not exceed $100,000 as required under Section 422(d)(7)
    of the Code.  (To the extent the $100,000 limit is exceeded, the $100,000 in
    options, measured as described above, granted earliest in time will be
    treated as ISOs); and

(f) any other terms and conditions as may be required in order that the ISO
    qualifies as an "incentive stock option" under Section 422 of the Code or
    successor provision.


                     SECTION 8 - STOCK APPRECIATION RIGHTS

(a)  Grant of SAR.  An SAR shall, upon its exercise, entitle the Participant to
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     whom such SAR was granted to receive a number of Shares or cash or
     combination thereof, as the Committee in its discretion shall determine,
     the aggregate value of which (i.e., the sum of the amount of cash and/or
     Fair Market Value of such Shares on date of exercise) shall equal the
     amount by which the Fair Market Value per Share on the date of such
     exercise shall exceed the Exercise Price of such SAR, multiplied by the
     number of Shares with respect of which such SAR shall have been exercised.
     An SAR may be Related to an Option or may be granted independently of any
     Option, as the Committee shall from time to time in each case determine. A
     Related SAR may be granted at the time of grant of an Option or, in the
     case of an NQSO, at any time thereafter during the term of the NQSO.

(b)  Related SAR.  The Exercise Price of a Related SAR shall be the same as the
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     Exercise Price of the Related Option. A Related SAR shall be exercisable
     only at such time or times and only to the extent that the Related Option
     is exercisable and then only 

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     when the Fair Market Value per Share on the date of exercise exceeds the
     Exercise Price. A Related SAR shall expire no later than the Related
     Option. Upon exercise of a Related SAR, in whole or in part, the Related
     Option shall be canceled automatically to the extent of the number of
     Shares covered by such exercise, and such Shares shall no longer be
     available for grant of future Awards. Conversely, if the Related Option is
     exercised, in whole or in part, the Related SAR shall be canceled
     automatically to the extent of the number of Shares covered by the Option
     exercise.

     SECTION 9 - LIMITED STOCK APPRECIATION RIGHTS; ACCELERATION OF AWARDS

(a)  Grant of LSAR.  At the time of grant of an Option or SAR to any Participant
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     (or, in the case of an NQSO or an SAR not Related to an ISO, at any time
     thereafter during the term of the NQSO or SAR), the Committee shall have
     full and complete authority and discretion to also grant to such
     Participant an LSAR which is Related to such Option or SAR.

(b)  Exercise of LSAR.  An LSAR shall entitle the holder thereof, upon exercise 
     ----------------  
     of the LSAR within the exercise period prescribed below and satisfaction of
     any conditions imposed by the Committee in the grant of the LSAR, to
     surrender the Related Option and/or SAR or any portion thereof, and to
     receive without payment to the Company an amount of cash determined
     pursuant to Section 9(d) hereof. An LSAR shall be exercisable only during
     one or more of the periods prescribed below in Section 9(c), provided,
     however, that no LSAR may be exercised within six months of the date the
     LSAR was granted and an LSAR shall be exercisable only at such time or
     times and to the extent that the Related SAR or Option is exercisable and
     only when the Fair Market Value per Share exceeds the Exercise Price per
     Share. To the extent that an LSAR is exercised, the Related Option and/or
     SAR shall automatically be canceled to the extent of the number of Shares
     covered by such exercise, and such Shares shall no longer be available for
     future Awards. To the extent that a Related Option or SAR is exercised, the
     Related LSAR shall automatically be canceled to the extent of the number of
     Shares covered by such exercise.

(c)  Trigger Event.  An LSAR shall be exercisable, subject to the provisions in
     -------------  
     Section 9(b), during any one or more of the following periods:

     (i)    for a period of 60 days beginning on the date on which Shares are
            first purchased pursuant to a tender offer or exchange offer (other
            than such an offer by Morrison Knudsen Corporation, the Company, any
            Subsidiary, any employee benefit plan of the Company or of any
            Subsidiary or any entity holding Shares or other securities of the
            Company for or pursuant to the terms of such plan), whether or not
            such offer is approved or opposed by the Company and regardless of
            the number of Shares purchased pursuant to such offer;

      (ii)  for a period of 60 days beginning on the date the Company acquires
            knowledge that any person or group deemed a person under Section
            13(d)(3) of the Exchange Act (other than Morrison Knudsen
            Corporation, the Company, any Subsidiary, any employee benefit plan
            of the Company or of any Subsidiary or any entity holding Shares or
            other securities of the Company for or pursuant to the terms of any
            such plan), in a transaction or series of transactions, has become
            the beneficial owner, directly or indirectly (with beneficial
            ownership determined as provided in Rule 13d-3, or any successor
            rule, under the Exchange Act), of securities of the Company
            entitling the person or group to 30% or more of all votes (without
            consideration of the rights of any class of stock to elect directors
            by a separate class vote) to which all shareholders of the Company
            would be entitled in the election of the Board of Directors were an
            election held on such date;

      (iii) for a period of 60 days beginning on the date, during any period of
            two consecutive years, when 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, unless the
            election, or the nomination for election by the shareholders of the
            Company, of each new Director was approved by a vote of at least 
            two-thirds of the Directors then still in office who were Directors
            at the beginning of such period; and

      (iv)  for a period of 60 days beginning on the date of approval by the
            shareholders of the Company of an agreement (a "reorganization
            agreement") providing for:

            (A) the merger or consolidation of the Company with another
                corporation where the shareholders of the Company, immediately
                prior to the merger or consolidation, do not beneficially own,
                immediately after the merger or consolidation, shares of the
                corporation issuing cash or securities in the merger or
                consolidation entitling such

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                shareholders to 80% or more of all votes (without consideration
                of the rights of any class of stock to elect directors by a
                separate class vote) to which all shareholders of such
                corporation would be entitled in the election of Directors or
                where the members of the Board of Directors of the Company,
                immediately prior to the merger or consolidation, do not,
                immediately after the merger or consolidation, constitute a
                majority of the Board of Directors of the corporation issuing
                cash or securities in the merger or consolidation; or

            (B) the sale or other disposition of all or substantially all the
                assets of the Company.

     Each of the events specified in (i), (ii), (iii) and (iv) above from which
     the sixty-day period specified above commences is a "Trigger Event" for the
     purposes of the Plan.

(d)  Payment Upon Exercise.  Upon exercise of an LSAR, the Participant shall
     ---------------------  
     be entitled to receive an amount of cash in respect of each Share subject
     to the Related Option or SAR equal to the excess of the fair market value
     of such Share over the Exercise Price of such Related Option or SAR. In the
     case of LSARs related to ISOs, "fair market value" shall mean the Fair
     Market Value of Shares on the date the LSAR is exercised. In the case of
     all other LSARs, "fair market value" shall mean the highest mean between
     the highest and lowest quoted selling price of a Share on the NASDAQ system
     during the period beginning on the 90th day prior to the date on which the
     LSAR is exercised and ending on such date, except that:

     (i)   in the event of a tender offer or exchange offer for Shares, fair
           market value shall mean the greater of such last sale price or the
           highest price paid for Shares pursuant to any tender offer or
           exchange offer in effect at any time beginning on the 90th day prior
           to the date on which the LSAR is exercised and ending on such date,

     (ii)  in the event of the acquisition by any person or group of beneficial
           ownership of securities of the Company entitling the person or group
           to 30% or more of the combined voting power of the Company's
           outstanding securities, fair market value shall mean the greater of
           such last sales price or the highest price per Share paid shown on
           the Schedule 13D, or any Amendment thereto, filed by the person or
           group becoming a 30% beneficial owner or disclosing an intention or
           possible intention to acquire control of the Company, and

     (iii) in the event of approval by shareholders of the Company of a
           reorganization agreement, fair market value shall mean the greater of
           such last sale price or the fixed or formula price specified in the
           reorganization agreement if such price is determinable as of the date
           of exercise of the LSAR.

     Any securities or property which are part or all of the consideration paid
     for Shares in a tender offer or exchange offer or under an approved
     reorganization agreement shall be valued at the higher of (1) the valuation
     placed on such securities or property by the person making the tender offer
     or exchange offer or by the corporation other than the Company issuing
     securities or property in the merger or consolidation or to whom the
     Company is selling or otherwise disposing of all or substantially all the
     assets of the Company and (2) the valuation placed on such securities or
     property by the Committee.

(e)  Acceleration of Options and SARs.  All Options and SARs shall become
     --------------------------------  
     fully exercisable upon the occurrence of any Trigger Event, whether or not
     such Options or SARs are then exercisable under the provisions of the
     applicable Agreements relating thereto, except that (1) in no event will
     SARs or Options Related to SARs be exercisable within six months after the
     date on which granted, and (2) SARs Related to LSARs may not be exercised
     for cash during any of the 60-day periods after a Trigger Event.


        SECTION 10 - TERMS AND CONDITIONS OF AWARDS OF RESTRICTED STOCK

(a)  General Terms.  The Committee shall have full and complete authority and
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     discretion, except as expressly limited by the Plan, to grant Awards of
     Restricted Stock and to provide the terms and conditions (which need not be
     identical among Participants) thereof. Awards of Restricted Stock shall be
     evidenced by written Agreements in such form as the Committee from time to
     time shall approve. In particular, the Committee shall prescribe the
     following terms and conditions:

     (i)   the number of Shares of Restricted Stock to be awarded to each
           Participant;

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     (ii)  the restriction period applicable to each Award of Restricted Stock,
           which period shall be determined at the time of the Award and need
           not be the same for all Awards; and

     (iii) the payment, if any, to be made by the Participant in consideration
           of the Award. Any Award may be made without payment of consideration
           by the Participant or may provide for payment of cash or deferred
           consideration which is less than the Fair Market Value of the awarded
           shares at the date of grant. Any such Award may be on the basis that
           the shares awarded thereby may be repurchased by the Company at a
           fixed price or at a price established by formula, either upon
           forfeiture of the awarded shares or in other specified circumstances.

(b)  Restrictions.  The Shares of Restricted Stock awarded shall be subject to
     ------------  
     restrictions as set forth in Section 11.

(c)  Certificates.  A stock certificate or certificates evidencing the Shares
     ------------  
     of Restricted Stock awarded shall be issued in the name of the recipient
     and delivered to the Committee or its designee to be held in safekeeping
     until the periodic expiration of the restrictions. The certificates issued
     pursuant to the Plan shall contain a legend necessary to reflect the
     restrictions on such Shares as contained in Section 11.

(d)  Rights as a Shareholder.  Subject to the restrictions contained
     -----------------------  
     in Section 11 hereof, the recipient of an Award of Restricted Stock
     pursuant to the Plan shall have all the rights as a shareholder with
     respect to the Shares covered by the Award including, but not limited to,
     the right to vote such Shares, the right to receive cash or stock dividends
     with respect thereto and the right to participate in any subdivision or
     consolidation of Shares or other capital adjustment, or the payment of a
     stock dividend or other increase or decrease in such Shares, effected
     without receipt of consideration by the Company. In the event the recipient
     receives additional Shares pursuant to any of the foregoing events, the
     Shares acquired shall be subject to the terms, conditions and restrictions
     contained herein as if such additional Shares were received at the date of
     the original Award.


        SECTION 11 - RESTRICTIONS ON RESTRICTED STOCK AND LAPSE THEREOF

(a)  Restrictions.  Shares of Restricted Stock awarded shall be subject to the
     ------------  
     restrictions that, during the restriction period or prior to the lapse of
     the restrictions in accordance with subsection (c) hereof, such Shares:

     (i)  shall not be sold, exchanged, transferred, pledged or otherwise
          disposed of; and

     (ii) shall be forfeited to the Company if the recipient's employment is
          terminated;

     except as provided in subsection (c) hereof.

(b)  Restriction Period.  Restrictions shall lapse at the times determined by 
     ------------------  
     the Committee unless such restrictions are terminated earlier in accordance
     with subsection (c) below.

(c)  Lapse of Restrictions.  The restrictions contained herein shall lapse upon
     ---------------------  
     the occurrence of any of the following events:

     (i)   Upon the retirement of a recipient at the normal retirement date as
           defined under the MK Gold Company 401(k) Savings Plan, the
           restrictions applicable to stock awards to said recipient shall lapse
           according to the following formula.

           For each award of restricted stock:

           Number of shares for which
           restrictions shall lapse      =  X   x  N
                                            -    
                                                      Y

           Where: 

           X = number of months from the date of award to the date of the
               Participant's termination;

                                       8
<PAGE>
 
           Y = number of months required under the award for all restrictions to
               lapse without regard to early lapse under Section 11(c) of the
               Plan; and

           N = the number of shares under each award for which restrictions have
               not lapsed.

     (ii)  The death or total and permanent disability of a recipient while
           employed by the Company or an Affiliate;

     (iii) The occurrence of a Trigger Event;

     (iv)  At such times, other than as described in (i), (ii) or (iii), above,
           including termination by the Company or an Affiliate of a recipient's
           employment for any reason or the early retirement of a recipient with
           the consent of the Company, if the Committee determines in the
           exercise of its sole discretion that the lapse of restrictions at
           such time with respect to all or a portion of the shares awarded is
           in the best interest of the Company.


        SECTION 12 - RESTRICTIONS ON TRANSFERS; GOVERNMENT REGULATIONS

(a)  Awards Not Transferable. No Option or Right nor any right or interest
     -----------------------  
     of a Participant under the Plan in any instrument evidencing any Option or
     Right under the Plan may be assigned, encumbered, or transferred, except,
     in the event of the death of a Participant, by will or the laws of descent
     and distribution.

(b)  Government Regulations.  This Plan, the granting of Awards under this
     ----------------------  
     Plan and the issuance or transfer of Shares (and/or the payment of money)
     pursuant thereto are subject to all applicable Federal and state laws,
     rules and regulations and to such approvals by any regulatory or
     governmental agency (including without limitation "no action" positions of
     the Securities and Exchange Commission) which may, in the opinion of
     counsel for the Company, be necessary or advisable in connection therewith.
     Without limiting the generality of the foregoing, no Awards may be granted
     under this Plan, and no Shares shall be issued by the Company, nor cash
     payments made by the Company, pursuant to or in connection with any such
     Award, unless and until, in each such case, all legal requirements
     applicable to the issuance or payment have, in the opinion of counsel to
     the Company, been complied with. In connection with any stock issuance or
     transfer, the person acquiring the shares shall, if requested by the
     Company, give assurances satisfactory to counsel to the Company in respect
     of such matters as the Company may deem desirable to assure compliance with
     all applicable legal requirements. The Company shall not be required to
     deliver any Shares under the Plan prior to (i) the admission of such Shares
     to listing or for quotation on any stock exchange or automated quotation
     system on which Shares may then be listed or quoted, and (ii) the
     completion and effectiveness of such registration or other qualification of
     such Shares under any state or federal law, rule or regulation, as the
     Committee shall determine to be necessary or advisable.


                         SECTION 13 - TAX WITHHOLDING

The Company shall have the right to withhold from amounts due Participants, or
to collect from Participants directly, the amount which the Company deems
necessary to satisfy any taxes required by law to be withheld at any time by
reason of participation in the Plan, and the obligations of the Company under
the Plan shall be conditional on payment of such taxes. The Participant may,
prior to the due date of any taxes, pay such amounts to the Company in cash, or
with the consent of the Committee, in Shares (which shall be valued at their
Fair Market Value on the date of payment). There is no obligation under this
Plan that any Participant be advised of the existence of the tax or the amount
required to be withheld. Without limiting the generality of the foregoing, in
any case where it determines that a tax is or will be required to be withheld in
connection with the issuance or transfer or vesting of Shares under this Plan,
the Company may, pursuant to such rules as the Committee may establish, reduce
the number of such Shares so issued or transferred by such number of Shares as
the Company may deem appropriate in its sole discretion to accomplish such
withholding or make such other arrangements as it deems satisfactory.
Notwithstanding any other provision of this Plan, the Committee may impose such
conditions on the payment of any withholding obligation as may be required to
satisfy applicable regulatory requirements, including, without limitation, Rule
16b-3 (or successor provision) promulgated by the Securities and Exchange
Commission.

                                       9
<PAGE>
 
                      SECTION 14 - ADMINISTRATION OF PLAN

(a)  The Committee.  The Plan shall be administered by the Committee, which
     -------------  
     shall be comprised of three or more members of the Board of Directors, each
     of whom shall be a "disinterested person" as defined in Rule 16b-3 (or
     successor provision) promulgated by the Securities and Exchange Commission
     and shall be an "outside director" as defined in Code Section 162(m) and
     the regulations thereunder promulgated by the Treasury Department.

(b)  Committee Action.  A majority of the members of the Committee at the
     ----------------  
     time in office shall constitute a quorum for the transaction of business,
     and any determination or action may be taken at a meeting by a majority
     vote or may be taken without a meeting by a written resolution signed by
     all members of the Committee. All decisions and determinations of the
     Committee shall be final, conclusive and binding upon all Participants and
     upon all other persons claiming any rights under the Plan with respect to
     any Options or Rights. Members of the Board of Directors and members of the
     Committee acting under the Plan shall be fully protected in relying in good
     faith upon the advice of counsel and shall incur no liability except for
     willful misconduct in the performance of their duties.

(c)  Committee Authority.  In amplification of the Committee's powers and
     -------------------  
     duties, but not by way of limitation, the Committee shall have full
     authority and power to:

     (i)   Construe and interpret the provisions of the Plan and make rules and
           regulations for the administration of the Plan not inconsistent with
           the Plan;

     (ii)  Decide all questions of eligibility for Plan participation and for
           the grant of Awards;

     (iii) Adopt forms of Agreements and other documents consistent with the
           Plan;

     (iv)  Engage agents to perform legal, accounting and other such
           professional services as it may deem proper for administering the
           Plan; and

     (v)   Take such other actions as may be reasonably required or appropriate
           to administer the Plan or to carry out the Committee activities
           contemplated by other sections of this Plan.

(d)  Indemnification.  In addition to such other rights of indemnification as
     ---------------  
     they may have as directors or as members of the Committee, the Board of
     Directors and the members of the Committee shall be indemnified by the
     Company against the reasonable expenses, including court costs and
     reasonable attorneys' fees, actually incurred in connection with the
     defense of any action, suit or proceeding, or in connection with any appeal
     therein, to which they or any of them may be a party by reason of any
     action taken or failure to act under or in connection with the Plan or any
     Award granted hereunder, and against all amounts paid by them in settlement
     thereof or paid by them in satisfaction of a judgment in any such action,
     suit or proceeding, except where such indemnification is expressly
     prohibited by applicable law.


                          SECTION 15 - EFFECTIVE DATE

The effective date of this Plan shall be November 15, 1993 (the date such Plan
will be approved by the Board of Directors), subject to receipt of shareholder
approval of this Plan within one year of that date.  All Awards pursuant to this
Plan prior to receipt of shareholder approval shall be effective when made but
shall be subject to the terms of this Plan only upon receipt of such shareholder
approval.  If such approval is not received within the one-year period specified
above, all Awards made on or after November 15, 1993 shall be forfeited.


                    SECTION 16 - AMENDMENT AND TERMINATION

(a)  The Plan.  
     --------  

                                       10
<PAGE>
 
     (i)   Amendment.  The Board of Directors may amend the Plan from time to
           ---------  
           time in its sole discretion; provided, however, that no such
           amendment shall, without the approval of the shareholders of the
           Company if such approval is required by the laws of the State of
           Delaware or Section 422 of the Code or Rule 16b-3 under the Exchange
           Act: (a) change the class of persons eligible to receive Awards or
           otherwise materially modify the requirements as to eligibility for
           participation in the Plan; (b) increase the aggregate number of
           Shares with respect to which Awards may be made under the Plan; (c)
           materially increase the benefits accruing to Participants under the
           Plan; or (d) remove the administration of the Plan from the Committee
           or render any member of the Committee eligible to receive an Award
           under the Plan while serving thereon. Any purported amendment in
           violation of these restrictions shall be void and of no effect.
           Furthermore, no amendment shall impair the rights of any Participant
           under any Award theretofore made under the Plan, without the
           Participant's consent.

    (ii)   Termination.  The Board of Directors may suspend or terminate the
           -----------  
           Plan at any time. Upon termination of the Plan, no additional Awards
           shall be granted under the Plan; provided, however, that the terms of
           the Plan shall continue in full force and effect with respect to
           outstanding and unexercised Options and Rights granted under the Plan
           and Shares issued under the Plan.

(b)  Awards.  Subject to the terms and conditions and the limitations of the
     ------  
     Plan, the Committee may in the exercise of its sole discretion modify,
     extend or renew the terms of outstanding Awards granted under the Plan, or
     accept the surrender of outstanding Awards (to the extent not theretofore
     exercised) and authorize the granting of new Awards in substitution
     therefor (to the extent not theretofore exercised). Without limiting the
     generality of the foregoing, the Committee may in its discretion at any
     time accelerate the time at which any Option or Right is exercisable,
     subject to compliance with the requirements of Rule 16b-3 (or successor
     provision) promulgated by the Securities and Exchange Commission.
     Notwithstanding the foregoing, however, no modification of an Award shall,
     without the consent of the Participant, impair any rights or obligations
     under any Awards theretofore granted under the Plan.


                          SECTION 17 - MISCELLANEOUS

(a)  Employment.  Neither the establishment of the Plan nor any amendments 
     ----------  
     thereto, nor the granting of any Award under the Plan, shall be construed
     as in any way modifying or affecting, or evidencing any intention or
     understanding with respect to, the terms of the employment of any
     Participant with the Company or any of its Affiliates. No person shall have
     a right to be granted Awards or, having been selected as a Participant for
     one Award, to be so selected again.

(b)  Multiple Awards.  Subject to the terms and restrictions set forth in the
     ---------------  
     Plan, a Participant may hold more than one Award.

(c)  Written Notice.  As used herein, any notices required hereunder shall be
     --------------  
     in writing and shall be given on the forms, if any, provided or specified
     by the Committee. Written notice shall be effective upon actual receipt by
     the person to whom such notice is to be given; provided, however, that in
     the case of notices to Participants and their heirs, legatees and legal
     representatives, notice shall be effective upon delivery if delivered
     personally or three business days after mailing, registered first class
     postage prepaid to the last known address of the person to whom notice is
     given. Written notice shall be given to the Committee and the Company at
     the following address or such other address as may be specified from time
     to time:

                 MK Gold Company                    
                 60 East South Temple, Suite 2100   
                 Salt Lake City, Utah 84111         
                 Attn:  Secretary                    

(d)  Applicable Law; Severability.  The Plan shall be governed by and construed 
     ----------------------------  
     in all respects in accordance with the laws of the State of Delaware. If
     any provisions of the Plan shall be held by a court of competent
     jurisdiction to be invalid or unenforceable, the remaining provisions
     hereof shall continue to be fully effective.

                                       11