Tahoe Resources Inc. - Exhibit 4.1 - Filed by newsfilecorp.com









AMENDED AND RESTATED SHARE OPTION AND INCENTIVE SHARE PLAN


TABLE OF CONTENTS 

	Article
      1 Purpose and Interpretation 	2
      
	     Purpose
      	2
      
	     Definitions
      	2
      
	  	  
	Article
      2 Provisions Applicable to Options and Awards 	7
      
	     Purpose
      of Granting Options and Awards 	7
      
	     Maximum
      Shares Reserved 	7
      
	     Incorporation
      of Terms of the Plan 	7
      
	     Shares
      Not Acquired 	7
      
	     Powers
      of the Board 	7
      
	     Delegation
      of Powers 	8
      
	     Amendment
      of the Plan 	8
      
	     Approvals
      	9
      
	     Withholding
      Tax 	9
      
	     No
      Rights as a Shareholder 	9
      
	     No
      Rights to Options or Awards 	9
      
	     No
      Right to Employment and the Provision of Services 	9
      
	     Adjustment
      of Options and Awards 	10
      
	  	  
	Article
      3 Share Purchase Options 	11
      
	     Eligibility
      	11
      
	     Subscription
      Price 	11
      
	     Term
      of Options 	11
      
	     Vesting
      of Option Rights 	11
      
	     Variation
      of Vesting Periods 	12
      
	     Limitation
      on Right to Exercise 	12
      
	     Right
      to Exercise Options 	12
      
	     Employees
      Not Eligible for Code Stock Options 	13
      
	     Option
      Commitment 	13
      
	     Manner
      of Exercise 	13
      
	     Delivery
      of Shares 	13
      
	  	  
	Article
      4 Awards 	14
      
	     Eligibility
      	14
      
	     Agreements
      Evidencing Awards 	14
      
	     Restricted
      Share Awards 	14
      
	     Deferred
      Share Awards 	14
      
	     Variation
      of Vesting Periods Due to Termination of Employment or Office 	15
      
	  	  
	Article
      5 General 	16
      
	     Transferability
      	16
      
	     No
      Representation or Warranty 	16
      
	     Compliance
      with Rules and Laws 	16
      
	     Notices
      	16
      
	     Corporate
      Action 	17
      
	     Paperless
      Administration 	17
      
	     Governing
      Law 	17
      
	     Adoption
      of Plan 	17
      




	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 









	Share Option and Incentive Share Plan 	Page | 2 



AMENDED AND RESTATED SHARE OPTION AND INCENTIVE SHARE PLAN


ARTICLE 1 
PURPOSE AND INTERPRETATION 


Purpose 

	1.1 	
      The purpose of the plan will be to advance the interests
      of the Corporation by encouraging equity participation in the Corporation
      through the acquisition of Common Shares of the
  Corporation.



Definitions 

	1.2 	
      In the Plan:




	Associate 	means, if used to indicate a
      relationship with any person, 



	 	(i) 	
      a partner, other than a limited partner, of that
      person,

	 	 	 
	 	(ii) 	
      a trust or estate in which that person has a substantial
      beneficial interest or for which that person serves as trustee or in a
      similar capacity,

	 	 	 
	 	(iii) 	
      an issuer in respect of which that person beneficially
      owns or controls, directly or indirectly, voting securities carrying more
      than 10% of the voting rights attached to all outstanding voting
      securities of the issuer, or

	 	 	 
	 	(iv) 	
      a relative, including the spouse, of that person or a
      relative of that person's spouse, if the relative has the same home as
      that person, if used to indicate a relationship with any
  person;




	Award 	
      means an award of Deferred Shares or Restricted Shares;
      

	  	     
	Award Agreement 	
      means a written document by which each Award is
      evidenced; 

	  	     
	Blackout Period 	
      means the period during which the relevant Participant is
      prohibited from trading in Common Shares pursuant to restrictions imposed
      by the Corporation in accordance with its securities trading policies
      governing trades by Directors, Officers and Employees in the Corporation’s
      securities; 

	  	     
	Board and Board of Directors 	
      means the board of directors of the Corporation;
  

	  	     
	Business Day 	
      means a day upon which the TSX is open for the trading of
      securities; 

	  	     
	Cause 	
      means “Cause” as defined in the Participant’s
      employment agreement with the Corporation, or, if not otherwise covered in
      an employment agreement, for purposes of this Plan means a termination of
      a Participant’s continuous service on account of: dishonesty, fraud,
      misconduct, unauthorized use or disclosure of confidential information or
      trade secrets pursuant to any proprietary information agreement or
      otherwise, breach of an employment contract, covenant not to compete or
      similar agreement with the Corporation, conviction or confession of a
      crime punishable by law (except minor violations), or continued failure to
      perform his duties after written notice of such failure, in each such case
      as determined by the Committee in its sole discretion, and its
      determination shall be conclusive and binding. A Participant who agrees to
      resign from his or her affiliation with the Corporation in lieu of being
      terminated for Cause may be deemed, in the sole discretion of the
      Committee, to have been terminated for Cause for purposes of the Plan;
    

	  	     
	Certificate 	
      means a share certificate (or other appropriate document
      or indicia of ownership) representing Common Shares of the
  Corporation; 





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 3 






	Change of Control 	means the occurrence of any one
      of the following events: 




	 	(i) 	
      less than 50% of the Board being composed of Directors
      who were Continuing Directors;

	 	 	 
	 	(ii) 	
      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 of the Corporation 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 (as such terms are defined in the Act)
      to cast or direct the casting of 41% 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);

	 	 	 
	 	(iii) 	
      the shareholders of the Corporation approve all necessary
      resolutions required to permit any person to accomplish the result set
      forth in §(ii) above, even if the securities have not yet been issued to
      or transferred to that Person;

	 	 	 
	 	(iv) 	
      the Corporation sells or otherwise transfers, including
      by way of the grant of a leasehold interest or joint venture interest (or
      one or more subsidiaries of the Corporation sells or otherwise transfers,
      including without limitation by way of the grant of a leasehold interest
      or joint venture interest) property or assets (A) aggregating more than
      50% of the consolidated assets (measured by either book value or fair
      market value) of the Corporation and its subsidiaries as at the end of the
      most recently completed financial year of the Corporation or (B) which
      during the most recently completed financial year of the Corporation
      generated, or during the then current financial year of the Corporation
      are expected to generate, more than 50% of the consolidated operating
      income or cash flow of the Corporation and its subsidiaries, to any other
      Person or Persons (other than one or more Affiliates of the Corporation),
      in such case the Change in Control shall be deemed to occur on the date of
      transfer of the assets representing one dollar more than 50% of the
      consolidated assets in the case of clause (A) or 50% of the consolidated
      operating income or cash flow in the case of clause (B), as the case may
      be; or

	 	 	 
	 	(v) 	
      the shareholders of the Corporation approve all necessary
      resolutions required to permit any person to accomplish the result set
      forth in §(iv) above;




	Code 	
      means the U.S. Internal Revenue Code of 1986, as amended;
      

	  	     
	Code Stock Option 	
      means an Option to purchase Common Shares with the
      intention that such Option qualify as an “incentive stock option”
      as that term is defined in Section 422 of the Code. No Code Stock Option
      may be granted after the tenth anniversary of the date of adoption of the
      Plan; 

	  	     
	Committee 	
      means the Compensation Committee appointed by the Board
      of Directors to administer this Plan. All references in this Plan to the
      Committee means the Board of Directors if no such compensation committee
      has been appointed or if the Board as a whole chooses to address Committee
      matters; 

	  	     
	Common Shares 	
      means the common shares of the Corporation or, in the
      event of an adjustment contemplated in §2.18, such other shares to which a
      Participant may be entitled as a result of such adjustment;
  





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 









  	Share Option and Incentive Share Plan	Page | 4






	Continuing Director 	means: 



	 	(i) 	
      if in respect of the election of Directors, a Director
      who is nominated in the Management Proxy Circular as a Director;
  and

	 	 	 
	 	(ii) 	
      if after the election of Directors, a Director who was
      elected by the shareholders at the last occurring meeting of
      shareholders;




	Corporation 	
      means Tahoe Resources Inc., and for the purposes of
      administering the Plan and the Options issued thereunder includes its
      designated agents and nominees; 

	  	     
	Deferred Shares 	
      means Common Shares subject to Awards that will be issued
      to the Participant upon the passage of time, continued employment by the
      Corporation or upon such other terms and conditions as the Committee may
      determine in its discretion; 

	  	     
	Director 	
      means a person occupying the position of director on the
      Board; 

	  	     
	Disability 	
      for purposes of this Plan means solely because of disease
      or injury, the person is deemed by a qualified physician, selected by the
      Corporation, to be unable to work at his occupation with the Corporation
      and, with respect to a Director, means that, solely because of disease or
      injury, the Director is deemed by a qualified physician, selected by the
      Corporation, to be unable to carry out his responsibilities on the Board;
      

	  	     
	Employee 	
      means an individual who is an employee of the Corporation
      or of a subsidiary of the Corporation; 

	  	     
	Expiry Date 	
      means with respect to an Option, the day on which the
      Option lapses; 

	  	     
	Insider 	
      means: 




	 	(i) 	
      an insider as defined in the Securities Act, other than a
      person who fits within that definition solely by virtue of being a
      director or senior officer of a subsidiary of the Corporation,
  and

	 	 	 
	 	(ii) 	
      an Associate of any person who is an insider by virtue of
      §(i);




	Non-Qualified Stock Option 	
      means an Option to purchase Common Shares granted to a
      person in the United States or to a U.S. Person with the intention that
      such Option not qualify as an “incentive stock option” as
      that term is defined in Section 422 of the Code; 

	  	
       

	Officer 	
      under this Plan means: 




	 	(i) 	
      a chair or vice chair of the Board of Directors, or a
      chief executive officer, chief operating officer, chief financial officer,
      president, vice president, secretary, assistant secretary, treasurer,
      assistant treasurer or general manager,

	 	 	 
	 	(ii) 	
      an individual who is designated as an officer under a
      bylaw or similar authority of the registrant or issuer, or

	 	 	 
	 	(iii) 	
      an individual who performs functions similar to those
      normally performed by an individual referred to in § (i) or §
  (ii);




	Option 	
      means the right to purchase Common Shares granted
      hereunder to a Service Provider; 

	  	     
	Option Commitment 	
      means the notice of grant of an Option provided by the
      Corporation hereunder to a Service Provider in the form determined by the
      Corporation from time to time; 

	  	     
	Option Effective Date 	
      for an Option means the date of grant thereof;
  





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 5






	Option Rights 	
      means the rights of a Participant to acquire Common
      Shares under an Option held by the Participant; 

	  	     
	Optioned Shares 	
      means Common Shares subject to an Option; 

	  	     
	Outstanding Issue 	
      means the number of Common Shares outstanding on a
      non-diluted basis; 

	  	     
	Participant 	
      means a person who receives and accepts Options or
      Awards; 

	  	     
	Person 	
      means any natural person, corporation, company,
      partnership, firm, voluntary association, joint venture, trust,
      unincorporated organization, authority or any other entity whether acting
      in an individual, fiduciary or other capacity; 

	  	     
	Plan 	
      means this Amended and Restated Share Option and
      Incentive Share Plan; 

	  	     
	Regulatory Approval 	
      means the approval of the TSX and any other securities
      regulatory agency that may have jurisdiction in the circumstances;
  

	  	     
	Reserved for Issuance 	
      refers to Common Shares that may be issued in the future
      pursuant to Options and Awards; 

	  	     
	Retired 	
      means with respect to an Officer or Employee, the
      retirement of the Officer or Employee from his duties with the Corporation
      after (i) reaching the age of sixty years and having at least five years
      of employment with the Corporation and/or its Subsidiaries, or (ii)
      completing twenty years of employment with the Corporation and/or its
      Subsidiaries, and, with respect to a Director, retirement occurs when a
      Director is not nominated for re-election as a Director or if nominated is
      not re-elected 

	  	
      as a Director; 

	  	     
	Restricted Shares 	
      means Common Shares subject to Awards that are issued but
      which will only be delivered to the Participant upon the passage of time,
      continued employment of the Participant by the Corporation or upon such
      other terms and conditions as the Committee may determine in its
      discretion; 

	  	     
	Securities Act 	
      means the Securities Act, R.S.B.C. 1996, c. 418, as
      amended from time to time; 

	  	     
	Service Provider 	
      means: 




	 	(i) 	
      an Employee, Officer, or Director of the Corporation or
      of any of its Subsidiaries; and

	 	 	 
	 	(ii) 	
      an individual, other than an Employee, Director or
      Officer of the Corporation, that is engaged to provide ongoing consulting,
      technical, management or other services on a bona fide basis to the
      Corporation or to a Subsidiary under a written contract between the
      Corporation or the Subsidiary for an initial, renewable or extended period
      of twelve months or more and a company or partnership of which the
      individual consultant is an employee or a shareholder or
  partner;




	Share Compensation Arrangement 	
      means the Plan described herein and any other stock
      option, stock option plan, employee stock purchase plan or any other
      compensation or incentive mechanism involving the issuance or potential
      issuance of Common Shares to one or more Service Providers, including a
      share purchase from treasury which is financially assisted by the
      Corporation by way of a loan, guaranty or otherwise; 

	  	     
	Subscription Price 	
      means the amount payable per Common Share on the exercise
      of an Option, as determined in accordance with §3.2, as such may be
      amended from time to time pursuant to §2.18; 





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 6 






	Subsidiary 	
      means subsidiary as determined under the Business
      Corporations Act (British Columbia); 

	  	     
	Take-Over Bid 	
      has the meaning assigned to that term in the Securities
      Act but excludes an exempt take-over bid as determined under the
      Securities Act; 

	  	     
	TSX 	
      means The Toronto Stock Exchange; and 

	  	     
	Voting Securities 	
      means Common Shares and any other shares entitled to vote
      for the election of Directors and will include any securities, 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.
  





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 7 




ARTICLE 2 
PROVISIONS APPLICABLE TO OPTIONS AND
AWARDS 


Purpose of Granting Options and Awards 

	2.1 	
      The purpose of granting Options and Awards is to attract,
      retain and motivate Service Providers and to compensate them for their
      loyalty and contribution to the Corporation’s long-term growth and
      development, and to encourage them to acquire a proprietary interest in
      the success of the Corporation.



Maximum Shares Reserved 

	2.2 	
      The maximum aggregate number of Common Shares that are
      Reserved for Issuance under Options is 7,500,000 Common Shares and the
      maximum number of Common Shares that are Reserved for Issuance under
      Awards is 3,102,600 Common Shares.

	 	 
	2.3 	
      The maximum aggregate number of Common Shares that, under
      all Share Compensation Arrangements:




	 	(a) 	
      may be Reserved for Issuance, may not exceed 10% of the
      Outstanding Issue;

	 	 	 
	 	(b) 	
      may be issued to Insiders within a one year period, may
      not exceed 10% of the Outstanding Issue at that time;

	 	 	 
	 	(c) 	
      may be issued to any one Insider and his or her
      Associates within a one year period, may not exceed 5% of the Outstanding
      Issue; and

	 	 	 
	 	(d) 	
      may be Reserved for Issuance to non-employee Directors
      may not exceed 5% of the Outstanding Issue at that
time.




	2.4 	
      For the purposes of §2.3:




	 	(a) 	
      Common Shares issuable to an Insider pursuant to a stock
      option or other entitlement that was granted before the person became an
      Insider will be excluded in determining the number of Common Shares
      issuable to Insiders; and

	 	 	 
	 	(b) 	
      Common Shares issuable to a Director pursuant to a stock
      option or other entitlement that was granted before the person became a
      Director, or while the Director was also an Officer; will be excluded in
      determining the number of Common Shares issuable to
  Directors.



Incorporation of Terms of the Plan 

	2.5 	
      Subject to specific variations approved by the Board, all
      terms and conditions set out herein relating to Options will be
      incorporated into and form part of an Option and all terms and conditions
      set out herein relating to Awards will be incorporated into and form part
      of an Award.



Shares Not Acquired 

	2.6 	
      Any Common Shares not acquired under an Option or Award
      which has expired or been cancelled or terminated may be made the subject
      of a further Option or Award, as the case may be, pursuant to the
      provisions of this Plan.



Powers of the Board 

	2.7 	
      The Board will be responsible for the general
      administration of the Plan and the proper execution of its provisions, the
      interpretation of the Plan and the determination of all questions arising
      hereunder. Without limiting the generality of the foregoing, the Board has
      the power to:




	 	(a) 	
      allot Common Shares for issuance in connection with
      Options and Awards granted under the Plan;





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 8 






	 	(b) 	
      grant Options and Awards hereunder; and

	 	 	 
	 	(c) 	
      subject to §2.9, §2.10 and §2.11, Regulatory Approval or
      any shareholder approval required under applicable laws, rules and
      regulations, amend, suspend, terminate or discontinue the Plan, or revoke
      or alter any action taken in connection therewith, except that no
      amendment or suspension of the Plan will, without the written consent of
      the affected Participants, alter or impair any Option or Award granted
      under the Plan.



Delegation of Powers 

	2.8 	
      Save and except as otherwise provided herein, the Board’s
      powers and duties hereunder are delegated to the Committee, which will
      exercise the powers and discharge the duties of the Board in respect of
      the Plan to the same extent as the Board is hereby authorized so to
    do.



Amendment of the Plan 

	2.9 	
      Subject to any specific limitations contained in the
      Plan, and notwithstanding the provisions of §2.8, the Board reserves the
      right, in its absolute discretion, to amend, modify or terminate the Plan
      at any time.

	 	 
	2.10 	
      Notwithstanding §2.9, the Board may not, without approval
      of the holders of a majority of the issued and outstanding Common Shares
      present and voting in person or by proxy at a meeting of holders of such
      securities, amend the Plan or an Option or Award
to:




	 	(a) 	
      increase the number of Common Shares Reserved for
      Issuance under the Plan;

	 	 	 
	 	(b) 	
      make any amendment that would reduce the Subscription
      Price of an outstanding Option (including a cancellation and reissue of an
      Option at a reduced Subscription Price);

	 	 	 
	 	(c) 	
      amend or delete §3.3 to allow for the term of any Option
      to be longer than the 5 year period described therein;

	 	 	 
	 	(d) 	
      permit assignments, or exercises other than by the
      Participant, of Options beyond that contemplated by §3.6, except for an
      amendment that would permit the assignment of an Option for estate
      planning or estate settlement purposes;

	 	 	 
	 	(e) 	
      amend the Plan to provide for other types of compensation
      through equity issuance, unless the change to the Plan or an Option
      results from the application of §2.18;

	 	 	 
	 	(f) 	
      amend or delete §2.3;

	 	 	 
	 	(g) 	
      amend or delete §2.9, §2.10 and§2.11; and

	 	 	 
	 	(h) 	
      amend or delete §4.1.




	2.11 	
      The Board may make the following amendments to the Plan,
      an Option or an Award without obtaining shareholder
  approval:




	 	(a) 	
      amendments to the terms and conditions of the Plan
      necessary to ensure that the Plan complies with the applicable regulatory
      requirements, including without limitation the rules of the TSX or any
      national securities exchange or system on which the Common Shares are then
      listed or reported, or by any regulatory body having jurisdiction with
      respect thereto;

	 	 	 
	 	(b) 	
      making adjustments to outstanding Options in the event of
      certain corporate transactions as contemplated by §2.18;

	 	 	 
	 	(c) 	
      to change to the vesting or termination provisions of (i)
      an Option which does not entail an extension of the term of an Option
      beyond the 5 year period described in §3.3, (ii) an Award, or (iii) the
      Plan;





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 9 






	 	(d) 	
      amendments to the provisions of the Plan respecting
      administration of the Plan and eligibility for participation under the
      Plan;

	 	 	 
	 	(e) 	
      amendments to the provisions of the Plan respecting the
      terms and conditions on which Options or Awards may be granted pursuant to
      the Plan; and

	 	 	 
	 	(f) 	
      amendments to the Plan that are of a “housekeeping
      nature”.



Approvals 

	2.12 	
      This Plan will be subject to shareholder approval and
      acceptance if necessary by the TSX in compliance with all conditions
      imposed by the TSX. Any Options or Awards granted prior to such acceptance
      will be conditional upon such acceptance being given and any conditions
      complied with and no Options or Awards may be exercised unless such
      acceptance is given and such conditions are complied with.

	 	 
	2.13 	
      In addition, in connection with Code Stock Options
      granted under the Plan, the Board will obtain shareholder approval of a
      Plan amendment to the extent required by Section 422 of the Code, and any
      change or adjustment to an outstanding Code Stock Option will not, without
      the consent of the Participant, be made in such a manner so as to
      constitute a “modification” that would cause such Code Stock Option to
      fail to qualify as an Code Stock Option.



Withholding Tax 

	2.14 	
      If the Corporation determines that under the requirements
      of applicable taxation laws it is obliged to withhold for remittance to a
      taxing authority any amount as a condition of the issuance of any Common
      Shares pursuant to any Option or Award, the Corporation may, prior to and
      as a condition of issuing the Common Shares, require the Participant to
      pay to the Corporation such amount as the Corporation is obliged to remit
      to such taxing authority in respect of the issuance of the Common Shares.
      Any such payment will be due no later than the date as of which any amount
      with respect to the issuance of the Common Shares must be remitted by the
      Corporation to such taxing authority. Payment may be in cash or, with the
      prior approval of and upon conditions established by the Committee, by
      withholding or tendering of Common Shares, valued at the closing trading
      price of the Common Shares on the TSX for the previous day prior to the
      date in question.



No Rights as a Shareholder 

	2.15 	
      No Participant will have any of the rights of a
      shareholder of the Corporation with respect to Common Shares subject to
      Options or Awards until the issuance of such shares. Except as otherwise
      provided herein, no adjustments will be made for dividends, distributions
      or other rights (whether ordinary or extraordinary, and whether in cash,
      securities or other property) for which the record date is prior to the
      date such shares are issued.



No Rights to Options or Awards 

	2.16 	
      No Service Provider will have any claim to be granted any
      Option or Award under the Plan, and there is no obligation for uniformity
      of treatment of Service Providers or beneficiaries of Options and Awards
      under the Plan. The terms and conditions of Options and Awards need not be
      the same with respect to any Participant or with respect to different
      Participants.



No Right to Employment and the Provision of Services


	2.17 	
      Nothing contained in the Plan will confer upon a
      Participant any right with respect to employment or provision of services
      with the Corporation or a Subsidiary, or interfere in any way with the
      right of the Corporation or a Subsidiary to terminate the Participant’s
      employment or service at any time. Participation in the Plan by a
      Participant will be at the discretion of the
Committee.





	TAHOE RESOURCES INC. 	APPROVED
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  	Share Option and Incentive Share Plan	Page | 10 




Adjustment of Options and Awards 

	2.18 	
      The number of Common Shares subject to an Option or Award
      will be subject to adjustment in the events and in the manner
      following:




	 	(a) 	
      in the event that the Board determines that any dividend
      or other distribution (whether in the form of cash, Common Shares, other
      securities or other property), recapitalization, stock split, reverse
      stock split, reorganization, merger, consolidation, combination, issuance
      of warrants or other rights to purchase Common Shares or other securities
      of the Corporation or other similar corporate transaction or event, to, or
      which affects, all holders of common shares pro rata, affects the Common
      Shares such that an adjustment is determined by the Board to be
      appropriate in order to prevent dilution or enlargement of the benefits or
      potential benefits intended to be made available under the Plan, then the
      Board may, in such manner as it may deem equitable, adjust any or all
      of:




	 	(i) 	
      the number and type of Common Shares (or other securities
      or other property) that thereafter may be made the subject of Options or
      Awards,

	 	 	 
	 	(ii) 	
      the number and type of Common Shares (or other securities
      or other property) that may be acquired upon the exercise of outstanding
      Options or which will be subject to outstanding Awards, and

	 	 	 
	 	(iii) 	
      the Subscription Price with respect to outstanding
      Options;




	 	(b) 	
      an adjustment will take effect at the time of the event
      giving rise to the adjustment, and the adjustments provided for in this
      section are cumulative;

	 	 	 
	 	(c) 	
      the Corporation will not be required to issue fractional
      shares in satisfaction of its obligations hereunder and accordingly any
      fractional interest in a Common Share or other security that would, except
      for the provisions of this §2.18, be deliverable upon the exercise of an
      Option or vesting of an Award will be cancelled and not be deliverable by
      the Corporation; and

	 	 	 
	 	(d) 	
      if any questions arise at any time with respect to the
      Subscription Price or number of Common Shares or other securities
      deliverable upon exercise of an Option or pursuant to the vesting of an
      Award in any of the events set out in this §2.18, such questions will be
      conclusively determined by the Corporation’s Auditors, or, if they decline
      to so act, any other firm of Chartered Accountants, in Vancouver, British
      Columbia that the Corporation may designate and who will have access to
      all appropriate records, and such determination will be binding upon the
      Corporation and all Participants.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 11 




ARTICLE 3 
SHARE PURCHASE OPTIONS 


Eligibility 

	3.1 	
      Options may be granted to Service
  Providers.



Subscription Price 

	3.2 	
      The Subscription Price per Optioned Share will be the
      following:




	 	(a) 	
      the closing price for the Common Shares on the TSX on the
      last trading day before the date of grant of the Option; or

	 	 	 
	 	(b) 	
      if the Common Shares are not listed on the TSX, then as
      calculated in §(a) above by reference to the price on any other stock
      exchange on which the Common Shares are listed (if more than one, then
      using the exchange on which a majority of Common Shares are
  traded).



If the Common Shares are not listed on a stock exchange, the
Subscription Price will be that determined by the directors using good faith
discretion by applying any reasonable valuation method, which may be an
independent third party valuation; provided, that any such determination for an
Option or Award subject to Code Section 409A shall be made in compliance with
the regulations under Code Section 409A.

Factors to be considered in establishing fair market value of
an Option or Award subject to Code Section 409A shall include as applicable: the
value of tangible and intangible assets of the Corporation; the present value of
anticipated future cash flows of the Corporation; the market value of stock or
equity interests in similar corporations and other entities engaged in trades or
businesses substantially similar to those engaged in by the Corporation; the
value of which can be readily determined through nondiscretionary; objective
means (such as through trading prices on an established securities market or an
amount paid in an arm’s length private transaction); recent arm’s length
transactions involving the sale or transfer of Corporation stock or equity
interests; and other relevant factors such as control premiums or discounts for
lack of marketability and whether the valuation method is used for other
purposes that have a material economic effect on the service recipient, its
stockholders, or its creditors. 

The use of a valuation method shall take into consideration all
available information material to the value of the Corporation at the time of
the grant of the Option or Award and the fair market value shall be established
not longer than 12 months prior to the date of the grant of the Option or Award.


Term of Options 

	3.3 	
      Except as described in this §3.3, the term of an Option
      will be such period after the Option Effective Date of the Option, not
      exceeding 5 years, as the Committee determines at the time of granting of
      the Option. However, if the Expiry Date for an Option occurs during a
      Blackout Period applicable to the relevant Participant, or within five
      Business Days after the expiry of a Blackout Period applicable to the
      relevant Participant, the Expiry Date for that Option will be the date
      that is the 10th Business Day after the expiry date of the Blackout Period
      notwithstanding that such date may have the effect of extending the period
      of the Option beyond the 5 years described above.



Vesting of Option Rights 

	3.4 	
      Options granted at a particular time may be exercised
      only:




	 	(a) 	
      after the Option Commitment is received by the
      Participant from the Corporation’s Corporate Secretary; and

	 	 	 
	 	(b) 	
      in accordance with the vesting rights related to the
      Option as prescribed by the Corporation in the Option
  Commitment.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 12 




Variation of Vesting Periods 

	3.5 	
      In the event of a Change of Control of the Corporation or
      a Take-Over Bid being made for Common Shares, the Committee may in its
      discretion provide in the case of a particular Participant that the
      Options held by that Participant may be exercised by the Participant in
      full or in part at any time before the applicable vesting period for those
      Options.



Limitation on Right to Exercise 

	3.6 	
      No Option may be exercised after the Participant, if a
      Director, has ceased to be a Director or if an Employee or other Service
      Provider, has left the employ or service of the Corporation, except as
      follows:




	 	(a) 	
      in the case of death of a Participant, all unvested
      rights of the Participant under the Option will be deemed to have become
      fully vested immediately before the time of such Participant's death, and
      the personal representatives of the Participant will be entitled to
      exercise the Option at any time by the earlier of (i) the Expiry Date of
      the Option, and (ii) the first anniversary of the date on which the
      Participant died;

	 	 	 
	 	(b) 	
      in the case of a Participant who becomes Retired, all
      unvested Option Rights will be deemed to have become fully vested
      immediately before the time that the Participant Retired, and the Options
      held by the Participant will be exercisable by the earlier of (i) the
      Expiry Date of the Option, or (ii) if a Non-qualified Stock Option, the
      first anniversary of the date on which the Participant Retired, or, if a
      Code Stock Option, as provided in the Termination Section of the Option
      Commitment for Code Stock Options;

	 	 	 
	 	(c) 	
      in the case of a Participant becoming unable to work due
      to illness, injury or disability whether or not such Participant is
      entitled to or in receipt of disability benefits, all Option Rights will
      vest, and the Options held by the Participant will be exercisable on the
      same terms as if the Participant had continued to be a Service Provider;
      provided that, if such Option is a Code Stock Option, the Option will be
      exercisable as provided in the Termination Section of the Option
      Commitment for Code Stock Options;

	 	 	 
	 	(d) 	
      in the case of a Participant resigning his office, or
      terminating his employment or service, or being dismissed without Cause,
      the Option Rights that have accrued to such Participant up to the time of
      resignation or termination will be exercisable by the earlier of (i) the
      Expiry Date of the Option and (ii) the 30th day after the date of
      resignation or termination; and

	 	 	 
	 	(e) 	
      in the case of a Participant being dismissed from office,
      employment or service for Cause, the Option and all Option Rights that had
      accrued to the Participant to the date of termination will terminate
      immediately unless otherwise determined by the
Board.



Notwithstanding the provisions of §(d), the Committee may, with
the Participant’s consent, extend the time period during which an Option may be
exercised to no longer than the first to occur of the Expiry Date for the Option
and the end of an agreed upon severance period (but not later than the period
permitted under Code Section 409A) and may permit an Option to be exercised in
respect of any Option Rights that vest during any agreed upon severance period.


Right to Exercise Options 

	3.7 	
      Subject to §3.6(a) or as permitted by applicable
      regulatory authorities in connection with a transfer to a registered
      retirement savings plan or registered retirement income fund established
      by or for the Participant or under which the Participant is the
      beneficiary, an Option may be exercisable only by the Participant to whom
      it is granted.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 13 




Employees Not Eligible for Code Stock Options 

	3.8 	
      Individuals who are not Employees of the Corporation or
      of one of its subsidiaries and who are not subject to taxation in the
      United States, may not be granted Code Stock Options. For purposes of this
      §3.8 “subsidiary” will have the meaning attributed to that term for
      purposes of Section 424(f) of the Code.



Option Commitment 

	3.9 	
      Upon grant of an Option, the Corporation will provide to
      the Service Provider an Option Commitment detailing the terms of the
      Service Provider’s Option, and upon the acceptance and acknowledgement of
      such terms by the Service Provider (in the manner prescribed by the
      Corporation, including through a third party administrator’s electronic
      portal), the Service Provider will be a Participant under this Plan and
      will have the right to purchase the Optioned Shares at the Subscription
      Price set out in the Option Commitment.



Manner of Exercise 

	3.10 	
      A Participant who wishes to exercise his or her Option
      may do so by following the exercise procedures (as may be amended from
      time to time) as prescribed by the Corporation in the Option Commitment
      and which are in effect at the time of exercise, which may include
      submitting to the Corporation:




	 	(a) 	
      a notice of exercise provided in a manner consistent with
      §5.6;

	 	 	 
	 	(b) 	
      cash, a cheque or some other form of guaranteed payment
      for the aggregate Subscription Price for the Optioned Shares being
      acquired; and

	 	 	 
	 	(c) 	
      should the Common Shares be listed on the TSX or another
      recognized exchange at the time an Option is exercised, then payment may
      also be made through a special sale and remittance procedure pursuant to
      which the Participant shall concurrently provide irrevocable written
      instructions or instructions through electronic means acceptable to the
      Corporation (1) to a brokerage firm or another third party administrator
      acceptable to or designated by the Corporation to effect the immediate
      sale of the purchased shares and remit to the Corporation, out of the sale
      proceeds available on the settlement date, sufficient funds to cover the
      aggregate exercise price payable for the purchased shares plus all
      applicable withholding taxes, and (2) to the Corporation to deliver the
      purchased shares directly to such brokerage firm in order to complete the
      sale.



Delivery of Shares 

	3.11 	
      Not later than five Business Days after receipt of the
      notice of exercise and payment for the Optioned Shares being acquired, the
      Corporation will direct its transfer agent to deliver the appropriate
      number of Optioned Shares to the Participant.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 14




ARTICLE 4 
AWARDS 


Eligibility 

	4.1 	
      Recipients of Awards will be limited to Service Providers
      who are designated from time to time by the Committee in the Committee’s
      sole discretion. Participation will be voluntary.



Agreements Evidencing Awards 

	4.2 	
      Each Award granted under the Plan will be evidenced by a
      document in such form and will contain such terms and conditions as the
      Committee in its sole discretion deems appropriate. The terms of the Award
      Agreements may change from time to time, and the terms of separate Award
      Agreements need not be identical, but each Award Agreement will include
      the following:




	 	(a) 	
      an Award may be awarded in consideration for past or
      future service actually rendered to the Corporation or a
  Subsidiary;

	 	 	 
	 	(b) 	
      subject to other limitations herein, Common Shares
      awarded under an Award Agreement will vest in accordance with a vesting
      schedule set forth in the Award Agreement; and

	 	 	 
	 	(c) 	
      the Committee may grant Awards in tandem with or, subject
      to pre-clearance with the TSX and, if necessary, subject to written
      consent of the Participant, in substitution for any other Award or Awards
      granted under this Plan or any award granted under any other plan of the
      Corporation. By accepting an Award pursuant to the Plan, a Participant
      thereby agrees that the Award will be subject to all of the terms and
      conditions of the Plan and the applicable Award
  Agreement.



Restricted Share Awards 

	4.3 	
      Restricted Share Awards will be governed by the
      following:




	 	(a) 	
      the Committee may grant Restricted Shares to Directors
      and Officers in such amounts and subject to such terms and conditions as
      the Committee may determine in its sole discretion; and

	 	 	 
	 	(b) 	
      promptly after a Participant accepts a Restricted Share
      Award, the Corporation will issue in the Participant’s name the Common
      Shares covered by the Award. Upon the issuance of such Common Shares, the
      Participant will have the rights of a shareholder with respect to the
      Restricted Shares, subject to any restrictions and conditions as the
      Committee in its discretion may include in the applicable Award Agreement.
      Unless the Committee otherwise determines, any Common Shares issued
      evidencing Restricted Shares will remain in the possession of the
      Corporation or its designated agent until such shares are free of any
      restrictions specified in the applicable Award Agreement, and the
      Participant will execute a transfer power in favour of the Corporation to
      allow for the transfer or cancellation of such shares in the event the
      Participant fails to satisfy the restrictions. The Participant shall
      determine whether or not to make an election under Code Section 83, and,
      if made, shall provide a copy of such timely election to the
      Corporation.




	4.4 	
      Restricted Shares may not be, other than by will or by
      the laws of descent and distribution, sold, exchanged, transferred,
      assigned, pledged, hypothecated or otherwise disposed of (including
      through the use of any cash-settled instrument) except as specifically
      provided in the applicable Award Agreement. The Committee at the time of
      grant will specify the date or dates on which the non-transferability of
      the Restricted Shares will lapse.



Deferred Share Awards 

	4.5 	
      Deferred Share Awards will be governed by the
      following:




	 	(a) 	
      the Committee may grant Deferred Shares to Participants
      in such amounts and subject to such terms and conditions as the Committee
      determines in its sole discretion; and





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 









  	Share Option and Incentive Share Plan	Page | 15 






	 	(b) 	
      promptly after a Participant accepts a Deferred Share
      Award, the Corporation will reserve for issue to the Participant the
      number of Common Shares covered by the Award. The Common Shares reserved
      for issue to the Participant will be issued and delivered to the
      Participant in accordance with the restrictions and conditions specified
      by Code Section 409A and by the Committee in the applicable Award
      Agreement.



Variation of Vesting Periods Due to Termination of
Employment or Office 

	4.6 	
      Unless otherwise provided in the Award Agreement, if a
      Participant’s employment and/or office with the Corporation and any of its
      Subsidiaries is terminated due to the Participant becoming Retired or
      Disabled or due to death or a Change in Control, there will be immediate
      vesting of all of the Participant’s rights to receive Common Shares under
      his Award upon the effective date such employment or office is
      terminated.

	 	 
	4.7 	
      Subject to §4.8,




	 	(a) 	
      for any termination of employment or office other than
      for those reasons specified in §4.6, only the Awards that have vested
      before the termination date will be payable, and

	 	 	 
	 	(b) 	
      any Awards that have not vested before the termination
      date will expire on the termination date.




	4.8 	
      Notwithstanding the provisions of §4.7, for any
      termination of employment or office other than for those reasons specified
      in §4.6, the Committee may, with the Participant’s consent, accelerate
      vesting of the Participant’s Awards so that such Awards become payable,
      subject to compliance with all applicable tax and securities
  laws.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 16 




ARTICLE 5 
GENERAL 


Transferability 

	5.1 	
      The benefits and Option Rights or Awards accruing to a
      Participant under the Plan will not be transferable by the Participant
      other than in the manner provided for in the Plan.



No Representation or Warranty 

	5.2 	
      The Corporation makes no representation or warranty as to
      the future market value of Common Shares.



Compliance with Internal Revenue Code Section 409A 

	5.3 	
      To the extent required to avoid penalties under Internal
      Revenue Code Section 409A, the Plan Administrator intends any Option or
      Award issued under the Plan to be exempt from or otherwise to comply in
      all respects with Code Section 409A and related regulations and intends to
      interpret and administer any Option or Award issued under the Plan in
      accordance with Code Section 409A. Notwithstanding any provision to the
      contrary, all taxes associated with participation in the Plan, including
      any liability imposed under Code Section 409A, shall be borne by the
      Participant.



Compliance with Rules and Laws 

	5.4 	
      The Corporation’s obligation to issue and deliver Common
      Shares under any Option or Award is subject
to:




	 	(a) 	
      the satisfaction of all requirements under applicable
      securities law in respect thereof and obtaining all regulatory approvals
      as the Corporation will determine to be necessary or advisable in
      connection with the authorization, issuance or sale thereof;

	 	 	 
	 	(b) 	
      the admission of such Common Shares to listing on any
      stock exchange in Canada or the United States on which Common Shares may
      then be listed; and

	 	 	 
	 	(c) 	
      the receipt from the Participant of such representations,
      agreements and undertakings as to future dealings in such Common Shares as
      the Corporation determines to be necessary or advisable in order to
      safeguard against the violation of the securities laws of any
      jurisdiction.




	5.5 	
      In this connection, the Corporation will take all
      reasonable steps to obtain such approvals and registrations as may be
      necessary for the issuance of such Common Shares in compliance with
      applicable securities laws and for the listing of such Common Shares on a
      stock exchange in Canada or the United States on which the Common Shares
      are then listed.



Notices 

	5.6 	
      All notices are to be given:




	 	(a) 	
      by the Participant to the Corporation in a manner
      prescribed by the Corporation (as may be amended from time to time),
      including through a third party administrator’s electronic portal, and any
      notice given by the Participant will not be effective until actually
      received by the Corporation in the above noted manner; and

	 	 	 
	 	(b) 	
      any notice to be given to the Participant will be
      sufficiently given if delivered (i) through a third party administrator’s
      electronic portal as established by the Corporation at the time such
      notice is given, (ii) personally, or (iii) by postage prepaid mail to the
      last address of the Participant on the records of the Corporation, and
      such notice will be effective upon transmission or delivery or if mailed
      five days after mailing.





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017 










  	Share Option and Incentive Share Plan	Page | 17




Corporate Action 

	5.7 	
      Nothing contained in this Plan or any Option or Award
      granted will be construed so as to prevent the Corporation or any
      Subsidiary of the Corporation from taking corporate action which is deemed
      by the Board to be appropriate or in the best interest of the Corporation,
      whether or not such action would have an adverse effect on this Plan or on
      any Award or Option granted.



Paperless Administration 

	5.8 	
      In the event that the Corporation establishes, for itself
      or using the services of a third party, an automated system for the
      documentation, granting or exercise of Options or Awards, such as a system
      using an internet website or interactive voice response, then the
      paperless documentation, granting or exercise of Options or Awards by a
      Participant may be permitted through the use of such an automated
      system.



Governing Law 

	5.9 	
      This Plan is established under the laws of British
      Columbia and the rights of all parties and the construction and effect of
      each provision of this Plan will be according to the laws of British
      Columbia, the federal laws of Canada applicable in British Columbia, and,
      to the extent applicable, the United States Internal Revenue
  Code.



Adoption of Plan 

	5.10 	
      This Plan was adopted on the 20th day of April, 2010, and
      amended effective (i) March 7, 2013 upon the receipt of shareholder
      approval on May 9, 2013 and (ii) March 9, 2017.



TAHOE RESOURCES INC. 

 

	Per: 	/s/ Ronald W. Clayton 	 
	  	Ronald W. Clayton, President and
      CEO 	 


 





	TAHOE RESOURCES INC. 	APPROVED
      – MARCH 9, 2017