Exhibit 4.2


 


AGNICO-EAGLE MINES LIMITED


 


AMENDED AND RESTATED

INCENTIVE SHARE PURCHASE PLAN


 


PART 1 - 
INTRODUCTION


 


1.1          PURPOSE:  The purpose of this incentive share purchase
plan (the “Plan”) is to encourage equity participation in Agnico-Eagle Mines
Limited by its directors, officers and employees through the purchase of common
shares of Agnico-Eagle Mines Limited (the “Shares”).


 


As used herein,
unless the context otherwise requires, the term “Company” refers collectively
to Agnico-Eagle Mines Limited and its subsidiary companies.


 


PART 2 - 
PURCHASE PLAN


 


2.1          PARTICIPATION:  Subject to Sections 2.10 to 2.12 and
applicable laws, all directors of the Company and all officers and full-time
employees of the Company who have been continuously employed by the Company for
at least 12 consecutive months are eligible to participate in the Plan (such
persons are referred to herein as “Participants”).  The Committee (defined in Section 3.7
hereof) shall have the right, in its absolute discretion, to waive such 12 month
period or refuse any person or group of persons the right of participation or
continued participation in the Plan.


 


2.2          ELECTION
TO PARTICIPATE AND PARTICIPANT’S CONTRIBUTION:  A Participant may elect to participate
in the Plan during a calendar year (a “Plan Year”) by delivering to the Company
not later than December 10 of the preceding calendar year (the “Enrolment
Date”) a written direction in the form attached hereto as Appendix “A”.  If the Plan’s payroll deduction feature is
selected, such form will authorize the Company to deduct an amount from the
Participant’s basic annual salary from the Company, before deductions and
exclusive of any overtime pay, bonuses or allowances of any kind whatsoever
(the “Basic Annual Salary”), in 12 equal instalments.  Alternatively, a Participant may elect to
make contributions to the Plan on a quarterly basis in four equal instalments
by cheque payable to the Company.  The
amounts so deducted by or paid to the Company (the “Participant’s Contribution”)
will be applied to the purchase of Shares pursuant to the Plan and shall be
held by the Company in trust for the purposes of the Plan.


 


Except in the
case of Participants who are directors of the Company, the Participant’s
Contribution during a Plan Year shall not exceed 10% of the Participant’s Basic
Annual Salary for the calendar year in which the Enrolment Date falls.  The Participant’s Contribution during a Plan
Year of any director of the Corporation electing to participate in the Plan
shall not exceed such director’s annual board and committee retainer fees for
the calendar year in which the Enrolment Date falls.  No adjustment shall be made to the
Participant’s Contribution until the following Enrolment Date and then only if
a new written direction has been delivered to the Company.


 


2.3          PARTICIPANT’S
CONTRIBUTION — ALTERNATE ARRANGEMENTS:  Plan participation by payroll deduction is
not available to Participants who are full-time employees on short-term or
long-term disability, workers’ compensation or parental leave.  For such Participants, payment of their
Participant’s Contribution will be accepted by cheque, subject to the
satisfaction of all other requirements of the Plan.


 


The failure by a
Participant to make any required contributions under the terms of the Plan
shall, at the option of the Company, be deemed to be a cancellation of such
Participant’s election to participate in the Plan.  The deemed cancellation will be effective at
the close of business on the last business day of the month in which the deemed
cancellation occurs.  The defaulting
Participant will be notified of such cancellation by notice in writing mailed
to such Participant and any Participant’s Contribution held by the Company in
trust for such Participant shall be returned to the defaulting
Participant.  No Shares will be issuable
to a Participant where his or her Participant’s Contribution has not been made
in accordance with the terms of the Plan.


 

















 


2.4          COMPANY’S
CONTRIBUTION: 
Immediately prior to the date any Shares are issued to a Participant in
accordance with Section 2.6 hereof, the Company will credit the
Participant with and thereafter hold in trust for the Participant an amount
(the “Company’s Contribution”) equal to 50% of the Participant’s Contribution
then held in trust by the Company.


 


2.5          AGGREGATE
CONTRIBUTION:  The
Participant’s Contribution plus the Company’s Contribution shall be the “Aggregate
Contribution”.  The Company shall not be
required to segregate the Participant’s Contribution or the Aggregate
Contribution from its own corporate funds or to pay interest thereon to any
Participant.


 


2.6          ISSUE
OF SHARES:  On March 31,
June 30, September 30 and December 31 in each Plan Year, or if
any such day is not a business day, then on the preceding business day (each,
an “Issue Date”), the Company will issue to each Participant fully paid and
non-assessable Shares equal, as nearly as possible, in value to the Aggregate
Contribution held in trust on such date by the Company for each such
Participant converted into Shares at the Market Price (as defined below) on
such Issue Dates.  If such conversion
would otherwise result in the issue to a Participant of a fraction of a Share,
the Company will issue only such number of whole Shares as may be purchased
with such Aggregate Contribution.  Until
the Shares are issued, Participants shall have none of the rights or
obligations of a shareholder with respect to such Shares.


 


In this Section 2.6,
“Market Price” on any Issue Date shall be the simple average of the high and
low trading prices of the Shares on The Toronto Stock Exchange (the “TSX”) for
each of the five trading days immediately prior to such Issue Date (a “Pricing
Period”).  If the Shares did not trade on
the TSX during the Pricing Period, Market Price shall be the simple average of
the high and low trading prices of the Shares on the New York Stock Exchange
(the “NYSE”) during such Pricing Period converted into Canadian dollars at the
rate at which United States dollars may be exchanged into Canadian dollars
using the inverse Noon Buying Rate.  If
the Shares did not trade on the TSX or NYSE during the Pricing Period, Market
Price shall be the simple average of the high and low trading prices of the
Shares on such stock exchange in Canada on which the Shares are listed during
such Pricing Period as may be selected by the Committee for such purpose.  If the Shares do not trade on such day on any
such stock exchange, the Market Price shall be the simple average of the bid
and ask prices of the Shares on the TSX during such Pricing Period.


 


The Company shall
hold any unused balance of the Aggregate Contribution in trust for a
Participant until such balance is utilized in accordance with the Plan.


 


2.7          RECORD
OF PURCHASE: 
Within two months after each Issue Date, each Participant shall be
furnished with a record of the Shares purchased on such Issue Date, the
applicable Market Price and the balance remaining in his or her account,
together with a certificate representing the Shares issued to and registered in
the name of the Participant.


 


2.8          WITHDRAWAL
FROM THE PLAN:  In
the event that a Participant ceases to be eligible for participation in the
Plan by virtue of the termination of his or her relationship with the Company
for any reason, whether voluntary or involuntary, or in the event of the death
of the Participant while participating in the Plan, no further purchases of
Shares will be made and the Participant’s Contribution then held by the Company
for the Participant shall be paid to the Participant or his or her estate or
otherwise as directed by a court of competent jurisdiction, as the case may be,
and the Company’s Contribution then held in trust for the Participant shall be
paid to the Company.  A Participant shall
not be entitled to withdraw from the Plan under any other circumstances during
the Plan Year for which he or she has elected to participate.


 


2.9          TERMINATION
OF THE PLAN:  Termination
of the Plan shall not affect the rights of the Participant’s to the Shares
purchased by them pursuant to the Plan. 
In the event of termination of the Plan, the Company shall pay to each
Participant the Participant’s Contribution then held in trust by the Company
for such Participant.


 


2.10        LOANS
TO NON-MANAGEMENT PARTICIPANTS:  If a Participant who is not a director or
officer of the Company (a “Non-Management Participant”) desires to obtain one
or more loans from the Company in order to assist him or her to pay the
purchase price of any Shares acquired under the Plan, he or she may so advise
the Company by request in writing and, in such event, the Committee may
consider the request and, if thought fit by the Committee, cause the Company,
subject to compliance with all applicable laws, to make a loan to him or her 


 


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concurrently with
one or more scheduled dates for payment of such Non-Management Participant’s
Contribution, the principal amount of any such loan will be the amount approved
by the Committee.


 


Each loan made to
a Non-Management Participant shall be evidenced by a promissory note and shall
have a term not exceeding ten years from the date such loan is advanced to the
Non-Management Participant.  In addition,
if such Non-Management Participant should cease to be an employee of the
Company for any reason, whether voluntary or involuntary (including, without
limitation, by reason of death, resignation, discharge, illness, disability or
otherwise), each loan made to such Non-Management Participant which is then
outstanding shall become due and payable in full on the date which is the
earliest of:


 


(a)                                  the
stated maturity date of such loan as set out in the promissory note;


 


(b)                                 the
second anniversary of the date on which such Non-Management Participant so
ceased to be an employee of the Company; and


 


(c)                                  the
date the Non-Management Participant becomes a director or officer of the
Company.


 


The Committee
shall have the right, in its sole discretion and at any time and from time to
time, subject to regulatory approval, to change the foregoing provisions
relating to the repayment of loans (save and except that the time in which any
such loan must be repaid shall not exceed ten years from the date of the
advance thereof).  The respective terms
and conditions pertaining to the repayment of loans from time to time
outstanding need not be the same.


 


2.11        SECURITY
FOR REPAYMENT OF LOANS:  If a loan is made to a Non-Management
Participant, such Non-Management Participant shall, concurrently with the
making of each loan to him or her, create a security interest in, pledge and
hypothecate to and in favour of the Company, as continuing security for the
repayment of the principal amount of such loan and all interest accruing
thereon and any expenses incurred by the Company described below in (c),
together with any other loans made by the Company to the Non-Management
Participant from time to time, all interest accruing thereon and any expenses
incurred by the Company in connection therewith, all of the shares (the “Pledged
Shares”) purchased by him or her with part or all of the proceeds of such loan
and all proceeds of such Pledged Shares. 
Certificates representing the Pledged Shares shall be issued to and
registered in the name of the Non-Management Participant and held by the
Company (or an agent of the Company as stipulated by the Committee).  Certificates representing Shares or other
securities issued as stock dividends in respect of the Pledged Shares shall be
issued to and registered in the name of the Non-Management Participant and held
by the Company (or an agent of the Company as stipulated by the Committee) and
shall form part of the Pledged Shares. 
All certificates representing the Pledged Shares shall be accompanied by
irrevocable stock transfer powers duly endorsed in blank by such Non-Management
Participant in respect of the Pledged Shares represented by such certificates.


 


Upon payment in
full of all loans and all interest due thereon, the Company shall deliver to
such Non-Management Participant certificates representing the Pledged Shares.


 


The occurrence of
either of the following events shall constitute an Event of Default under any
loan: (a) a Non-Management Participant defaults in the payment of the
principal amount of any loan and/or the payment of interest due thereon and
such default is not cured within 10 days of the occurrence thereof: or (b) a
Non-Management Participant, or any third party in respect of such
Non-Management Participant, files, institutes or commences any application,
assignment, petition, proposal or proceeding under any bankruptcy, insolvency,
liquidation, debt restructuring or similar law now or hereafter in effect
seeking bankruptcy, liquidation or readjustment of debt or the appointment of a
trustee, custodian, liquidator or similar official.  Upon an Event of Default under any loan, the
Company, in addition to any other legal or equitable rights it may have, shall
at any time thereafter be entitled to:


 


(a)                                  set
off any cash dividends or other cash distributions declared and payable by the
Company in respect of the Pledged Shares as against and to the extent of the
outstanding principal balance of 


 


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such
Non-Management Participant’s loan and all interest accrued thereon and the
expenses described in (c) below;


 


(b)                                 sell
the Pledged Shares and apply the proceeds of sale to repay the outstanding
principal balance of such Non-Management Participant’s loan and all interest
then accrued thereon and the expenses described below in (c); and


 


(c)                                  retain
from the proceeds of such sale all amounts necessary to pay the expenses
incurred by the Company in connection with such sale and to repay the
outstanding balance of the loan including all interest thereon.


 


If there is a
sale of any Pledged Shares and the proceeds from the sale of such Pledged
Shares are sufficient to repay the expenses of such sale and the outstanding
principal balance of any loan and/or interest thereon, the Company shall
deliver the balance, if any, of the Pledged Shares and certificates therefor,
if any, and/or the balance of the proceeds of such sale, if any, as the case
may be, to the Non-Management Participant. 
If the proceeds from the sale of any Pledged Shares are insufficient to
repay the expenses of such sale and the outstanding principal balance of any loan
and/or any interest accruing thereon, the Non-Management Participant shall
forthwith pay to the Company the amount of the deficiency.  If any Pledged Shares which otherwise would
be sold by the Company pursuant to the foregoing would be an “odd lot”, the
Company may in its discretion sell such greater number of Pledged Shares as is
necessary to effect a sale consisting of one or more “board lots”.


 


2.12        VOTING
RIGHTS AND CASH DIVIDENDS:  So long as an Event of Default has not
occurred: (a) each Non-Management Participant to whom any loan has been
made shall have the right to exercise the votes attaching to his or her Pledged
Shares; and (b) all cash dividends and other cash distributions declared
and paid by the Company in respect of any Pledged Shares shall be paid to or to
the order of the Non-Management Participant.


 


PART 3 - 
GENERAL


 


3.1          TRANSFERABILITY:  All benefits and rights accruing to any
Participant in accordance with the terms and conditions of the Plan shall not
be transferable unless specifically provided herein.  During the lifetime of a Participant, all
benefits and rights may only be exercised by the Participant.


 


3.2          EMPLOYMENT:  Nothing contained in the Plan or in any
benefit or right granted hereunder shall confer upon any Participant any right
with respect to service or continuance of service with the Company, or
interfere in any way with the right of the Company to terminate the Participant
service with the Company at any time. 
Participation in the Plan by a Participant is voluntary.


 


3.3          RECORD
KEEPING:  The Company
shall maintain a register in which shall be recorded the name and address of
each Participant and all Participant’s Contributions.


 


3.4          NECESSARY
APPROVALS:  The
Plan, and the obligations of the Company to issue and deliver any Shares in
accordance with the Plan, are subject to the approval of any regulatory
authority having jurisdiction over the securities of the Company.  If any Shares cannot be issued to any
Participant for any reason whatsoever, the obligation of the Company to issue
such Shares shall terminate and any Participant’s Contribution held in trust
for a Participant will be returned to the Participant.


 


3.5          NUMBER
OF SHARES RESERVED:  The maximum number of Shares which may be
reserved for issuance under the Plan shall be 5,000,000 Shares, which number
may only be increased with the approval of the shareholders of the Corporation.


 


3.6          ADJUSTMENTS
IN EVENT OF CHANGE IN SHARES:


 


(a)                                  In
the event of a subdivision, consolidation or reclassification of outstanding
Shares or other capital adjustment, or the payment of a stock dividend thereon,
the number of Shares reserved or 


 


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authorized to be reserved under the Plan shall be increased or reduced
proportionately and such other adjustments shall be made as may be deemed
necessary or equitable by the Committee.


 


(b)                                 In
the event of a change in the Company’s authorized Shares which is limited to a
change in the designation thereof, the shares resulting from any such change
shall be deemed to be Shares under the Plan. 
In the event of any other changes affecting the Shares, such adjustment
shall be made as may be deemed equitable by the Committee to give proper effect
to such event.


 


3.7          PLAN
ADMINSTRATION AND AMENDMENTS TO PLAN:  The Plan will be administered by the
Compensation Committee of the Board of Directors of the Company (the “Committee”)
or by any other committee of the Board of Directors or committee composed of
directors and/or officers of the Company as the Board of Directors may from
time to time designate, and after such designation, references to the Committee
herein shall be deemed to refer to such other committee as the case may be.


 


The Committee
shall have authority to adopt, amend or rescind rules and regulations as
in its opinion may be advisable or required in the administration or operation
of the Plan.  The Committee shall also
have authority to interpret and construe the Plan and the rules, regulations
and documentation utilized under the Plan and may make any and all
determinations deemed necessary or advisable for the administration of the
Plan.  Any interpretation or construction
of any provision of the Plan or the rules, regulations or documentation
utilized under the Plan shall be final, conclusive and binding on the
Participants.  All administrative costs
of the Plan shall be paid by the Company. 
The senior officers of the Company are authorized and directed 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 rules and regulations established for administering
the Plan.


 


The Committee
reserves the right to amend, modify, suspend or terminate the Plan at any time
if and when it is advisable in the absolute discretion of the Committee.  Any amendment to any provision of the Plan
shall also be subject to the approval of any regulatory body having
jurisdiction over the securities of the Company and, if required, to any
shareholder approval requirements prescribed by such regulatory body.


 


3.8          NO
REPRESENTATION OR WARRANTY:  The Company makes no representation or
warranty as to the future market value of any Shares issued in accordance with
the Plan.


 


3.9          INTERPRETATION:  The Plan will be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.


 


Amendments approved by the Board of Directors on April 24,
2002.

Amendments approved by the Shareholders on June 21, 2002.

Amendments approved by the  Board of
Directors on April 23, 2003.

Amendments approved by the  Board of
Directors on March 4, 2008. 

Amendments approved by Shareholders on May 9, 2008.


 


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