Exhibit 4.1


 


APPROVED BY SHAREHOLDERS ON MAY 9, 2008


 


AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN


 


1.             Purpose


 


The Purpose of
this stock option plan (“Plan”) is to encourage ownership of common shares (the
“Shares”) of Agnico Eagle Mines Limited (the “Corporation”) by directors,
officers, employees and service providers being those persons who are primarily
responsible for the management and profitable growth of the Corporation’s
business, by providing additional incentive for superior performance by such
persons and to enable the Corporation to attract and retain valued directors,
officers, employees and service providers.


 


2.             Interpretation


 


For the purpose
of this Plan, the following terms shall have the following meanings:


 


“Black Out Period” means any period during
which a policy of the Corporation prevents an insider of the Corporation from
trading in the Shares;


 


“Committee”
means the Compensation Committee appointed by the Board of Directors of the
Corporation;


 


“Consultant”
means an individual (including an individual whose services are contracted
through a personal holding corporation) engaged to provide ongoing management
or consulting services for the Corporation or a subsidiary of the Corporation;


 


“Eligible Assignee”
means, in respect of any Eligible Person, such person’s Spouse, minor children
and minor grandchildren, a trust governed by a registered retirement savings
plan of an Eligible Person, an Eligible Corporation or an Eligible Family
Trust;


 


“Eligible Corporation”
means a corporation controlled by an Eligible Person and of which all other
shareholders are Eligible Assignees;


 


“Eligible Family Trust”
means a trust of which the Eligible Person is a trustee and of which all
beneficiaries are Eligible Assignees;


 


“Eligible Person”
means, subject to all applicable laws, any employee, officer, director of or
Consultant to the Corporation or any subsidiary of the Corporation;


 


“Market Price”
shall have the following meaning:


 


(a)                                  “Market Price”, in respect of options to be granted with an
Exercise Price denominated in Canadian dollars, shall mean, at any date, the
closing sale price for board lots of the Shares on the TSX on such day.  If the Shares did not trade on the TSX on
such day, Market Price shall be the closing sale price for board lots of the
Shares on the NYSE on such day 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 on such day, Market Price shall be the closing
sale price for board lots of the Shares on such stock exchange in Canada on
which the Shares are listed on such day 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 average
of the bid and ask prices for board lots of the Shares at the close of trading
on the TSX on such date; or


 


 

















 


(b)                                 “Market Price”, in respect of options to be granted with an
Exercise Price denominated in United States dollars, shall mean, at any date,
the closing sale price for board lots of the Shares on the NYSE on such
day.  If the Shares did not trade on the
NYSE on such day, Market Price shall be the closing sale price for board lots
of the Shares on the TSX on such day converted into United States dollars at
the rate at which Canadian dollars may be exchanged into United States dollars
using the Noon Buying Rate.  If the
Shares do not trade on such day on either such stock exchange, the Market Price
shall be the average of the bid and ask prices for board lots of the Shares at
the close of trading on the NYSE on such day.


 


If such Shares are not listed and posted
for trading on any stock exchange, the Market Price in respect thereof shall be
the fair market value of such Shares as determined by the Committee in its sole
discretion;


 


“Non-Management Eligible
Person” shall have the meaning ascribed thereto in section 8;


 


“Noon Buying Rate”
means the noon buying rate in the City of New York for cable transfers in
Canadian dollars as certified for customs purposes by the Federal Reserve Bank
of New York, or, in the event such rate is not quoted or published by the
Federal Reserve Bank of New York, shall be the exchange rate determined by
reference to such other publicly available service for displaying exchange
rates as may be determined by the Committee;


 


“NYSE” means the
New York Stock Exchange;


 


“OBCA” means the
Business Corporations Act (Ontario), as
amended from time to time;


 


“Spouse” shall
have the meaning given to it in the Income Tax Act
(Canada);


 


“subsidiary”
shall have the meaning given to it in the Securities Act
(Ontario); and


 


“TSX” means The
Toronto Stock Exchange.


 


3.             Administration


 


The Plan shall be
administered by the Committee, which shall consist of not fewer than three
directors of the Corporation.  Vacancies
on the Committee, howsoever caused, shall be filed by the Board of Directors of
the Corporation.  The Committee shall
have full authority to interpret the Plan and to make any such rules and
regulations and establish such procedures as it deems appropriate for the
administration of the Plan, taking into consideration the recommendations of
management.  The decisions of the
Committee shall be binding and conclusive for all purposes and upon all
persons.


 


4.             Number of Shares Reserved


 


The maximum
number of Shares which may be reserved for issuance under the Plan shall be
19,000,000 Shares, subject to adjustment in accordance with section 10 which
number may only be increased with the approval of the shareholders of the
Corporation.  The maximum number of
Shares which may be reserved for issuance to any one person pursuant to options
(under the Plan or otherwise), warrants, share purchase plans or other
compensation arrangements shall not exceed 5% of the total issued and
outstanding Shares.  Any Shares subject
to an option granted under the Plan which for any reason is cancelled or
terminated without having been exercised shall again be available to be granted
under the Plan.  All Shares issued
pursuant to the exercise of options granted under the Plan will be so issued as
fully paid common shares of the Corporation.


 


5.             Expiry Date


 


Options granted
under the Plan must expire not later than five years after the date the option
was granted.  Each option shall be
subject to earlier termination as provided in paragraph 7(d) of the Plan.


 


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6.             Participation


 


Options shall be
granted under the Plan only to Eligible Persons as shall be designated from
time to time by the Committee, Eligible Corporations and Eligible Family Trusts
and shall be subject to the rules and regulations of any stock exchange
upon which the Shares are listed for trading.


 


7.             Terms and Conditions of Options


 


The terms and conditions
of options granted under the Plan shall be set forth in written option
agreements between the Corporation and the optionees.  Such terms and conditions shall include the
following and such other provisions, not inconsistent with the Plan, as may be
deemed advisable by the Committee:


 


(a)                                  Exercise Price:  The exercise price of an option granted under
the Plan shall be fixed by the Committee which price shall not be less than the
Market Price of the Shares on the trading day immediately preceding the date of
the grant.  The Committee may also
determine that the exercise price per Share may escalate at a specified rate
dependent upon the year in which any option to purchase Shares may be exercised
by the optionee.


 


(b)                                 Payment:  The full purchase price of Shares purchased
under the option shall be paid in cash upon the exercise thereof in the
currency in which the Exercise Price is denominated.  A holder of an option shall have none of the
rights of a shareholder until the Shares are issued to him or her.


 


(c)                                  Exercise of Options:  The Committee may determine when an option
will become exercisable and may determine that the option shall be exercisable
in instalments on such terms as to timing of vesting or otherwise as the
Committee deems advisable provided that options granted under the Plan shall
vest not more quickly than, in equal instalments (computed in each case to the
nearest full share), on each of the date of grant of the Option and each
anniversary of the date of grant of the Option up to and including the second
last anniversary date of the grant. 
Except as provided in paragraph 7(d) hereof, no option may be
exercised unless that optionee is then an Eligible Person.  The Plan shall not confer upon the optionee
any right with respect to continuation of employment by the Corporation.


 


(d)                                 Termination of Options:  Any option granted pursuant hereto, to the
extent not validly exercised, will terminate on the earliest of the following
dates:


 


                     (i)     the date of expiration specified in the
option agreement, being not later than five years after the date the option was
granted;


 


                  (ii)     subject to subparagraph (d)(iv) below,
30 days after the date an optionee ceases to be an Eligible Person for any
reason whatsoever other than death;


 


               (iii)     six months after the date of the optionee’s
death during which period the option may be exercised only by the optionee’s
legal representative or the person or persons to whom the deceased optionee’s
rights under the option shall pass by will or the applicable laws of descent
and distribution, and only to the extent that the optionee would have been
entitled to exercise it at the time of his death; and


 


              (iv)     where the optionee is a director of the
Corporation and ceases to be an Eligible Person by reason of his or her retirement
or resignation from the Board of Directors of the Corporation, four years from
the date of such retirement or resignation, subject to any resolution that may
be passed by the Board of Directors of the Corporation on the recommendation of
the Committee shortening such term, and provided that in no event shall any
option granted pursuant hereto expire later than five years after the date the
option was granted.


 


 


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(e)                                  Assignment to Eligible Assignees:  Subject to obtaining approval in advance from
the Corporation and from each stock exchange on which shares of the Corporation
are listed and which reserves the right to approve such assignments, Eligible
Persons may assign options granted to them under the Plan to Eligible Assignees
and Eligible Assignees may, in turn, assign such options to other Eligible
Assignees or the original optionee.  The
original optionee under the Plan must be an Eligible Person at the time of the
assignment.  Notwithstanding any such
assignment, all options granted under the Plan shall be deemed to be the option
of the original optionee for the purposes of applying the rules and
policies of the stock exchanges on which shares of the Corporation are
listed.  No consideration may be given to
any assignee in connection with any assignment of options granted under the
Plan.  Subject to the foregoing, no
options shall be transferable by the optionee other than by will or the laws of
descent and distribution and shall be exercisable during the optionee’s
lifetime only by him or her.


 


(f)                                    Applicable Laws or Regulations:  The Corporation’s obligation to sell and
deliver Shares under each option is subject to the compliance by the
Corporation and any optionee with applicable securities laws and the
requirements of regulatory authorities having jurisdiction and is also subject
to the acceptance for listing of the Shares which may be issued in exercise
thereof by each stock exchange upon which Shares of the Corporation are listed
for trading.


 


(g)                                 Maximum Number of Options Granted Per Fiscal Year:  The maximum number of options which may be
granted under the Plan in any fiscal year of the Corporation may not exceed 2%
of the total issued and outstanding Shares immediately prior to the grant of
such options.


 


8.             Loans to Non-Management Eligible
Persons


 


Subject to Section 20
of the OBCA or any successor or similar legislation and other applicable laws,
the Corporation may, at any time and from time to time, lend money (on a
non-recourse or limited recourse basis or otherwise) or provide guarantees or
other support arrangements to assist an Eligible Person who is not a director
or officer of the Corporation (a “Non-Management Eligible Person”) to fund
all or a part of the purchase price for Shares being purchased pursuant to an
option granted to a Non-Management Eligible Person under the Plan on such terms
and conditions as the Corporation may determine, provided that each loan made
to such Non-Management Eligible Person shall become due and payable in full on
the date a Non-Management Eligible Person becomes a director or officer of the
Corporation.


 


9.             Compulsory Acquisition or Going
Private Transaction


 


If and whenever
there shall be a compulsory acquisition of the Shares of the Corporation following
a takeover bid or issuer bid pursuant to Part XV of the OBCA or any
successor or similar legislation, then following the date upon which the
takeover bid or issuer bid expires, an optionee shall be entitled to receive,
and shall accept, for the same exercise price, in lieu of the number of Shares
to which such optionee was theretofore entitled to purchase upon the exercise
of his or her options, the aggregate amount of cash, shares, other securities
or other property which such optionee would have been entitled to receive as a
result of such bid if he or she had tendered such number of Shares to this
bidder.


 


10.          Certain Adjustments


 


In the event:


 


(a)                                  of any change in the Shares
through subdivision, consolidation, reclassification, amalgamation, merger or
otherwise;


 


(b)                                 of any stock dividend to
holders of Shares;


 


(c)                                  that any rights are granted to
all holders of Shares to purchase Shares at prices substantially below fair
market value;


 


 


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(d)                                 of any distribution of
evidences of indebtedness or assets of the Corporation (excluding dividends
paid in the ordinary course) to all holders of Shares; or


 


(e)                                  that as a result of any
recapitalization, merger, consolidation or otherwise, the Shares are converted into
or exchangeable for any other securities;


 


then in any such
case, subject to prior approval of the relevant stock exchanges, the number or
kind of shares reserved for issuance and available for options under the Plan,
the number or kind of shares subject to outstanding options and the exercise
price per option shall be proportionally adjusted by the Committee to prevent
substantial dilution or enlargement of the rights granted to, or available for,
holders of options as compared to holders of Shares.


 


11.          Black Out Period


 


Notwithstanding
anything contained in the Plan or any option issued under the Plan, if the date
on which an option expires occurs during, or within 10 days after the last day
of a Black Out Period or other trading restriction imposed by the Corporation,
in each case, that is applicable to the holder of the option, the date of
termination or expiry of such option will be the last day of that 10-day
period.


 


12.          Amendment and Discontinuance of Plan


 


The Board of
Directors of the Corporation may, insofar as permitted by law and subject to
any required approval of any stock exchange or other authority, from time to
time amend or revise the terms of the Plan or discontinue the Plan at any time;
provided, however, that no amendment or revisions may, without the consent of
the optionee, in any manner adversely affect the rights of the optionee under
any option theretofore granted under the Plan. 
Notwithstanding the foregoing, without approval of the shareholders, no
such amendment or revision shall:


 


(a)                                  increase the maximum number of
Shares reserved for issuance under the Plan;


 


(b)                                 reduce the exercise price for
any option;


 


(c)                                  extend the term of an option
held by an insider of the Corporation;


 


(d)                                 increase any limit on grants
of options to insiders of the Corporation set out in the Plan; or


 


(e)                                  amend section 7(e) or the
definitions of “Eligible Assignee”, “Eligible Corporation”, “Eligible Family
Trust” or “Eligible Person”.


 


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