Blueprint





 







EXHIBIT 4.1

 



ELDORADO GOLD CORPORATION


 RESTRICTED
SHARE UNIT PLAN

 



for Designated Participants


 amended
and restated as of March 27, 2019

 



1. 


Purposes of the Plan





 



1.1 

The purposes of the
Plan are to:





 



(a) 

promote the
alignment of interests between Designated Participants and the
shareholders of the Company;





 



(b) 

assist the Company
in attracting, retaining and motivating employees and officers of
the Company and of its related entities; and





 



(c) 

provide a
compensation system for Designated Participants that is reflective
of the responsibility, commitment and risk accompanying their
management role over the medium term.





 



2. 


Definitions





 



2.1 

For the purposes of
the Plan, the following terms have the respective meanings set
forth below:





 



(a) 

“Black-Out Period” means that
period during which a trading black-out period is imposed by the
Company to restrict trades in the Company’s securities by a
Designated Participant;





 



(b) 

“Board” means the board of
directors of the Company;





 



(c) 

“Business Combination” has the
meaning ascribed to that term in Subsection 9.7;





 



(d) 

“Cause” means any act, which at
common law in the applicable jurisdiction, would be considered
cause for dismissal without the obligation to provide notice or pay
in lieu of notice;





 



(e) 

“Change of Control”
means:





 



(i) 

an acquisition of
40% or more of the voting rights attached to all outstanding voting
shares of the Company by a person or combination of persons acting
in concert by virtue of an agreement, arrangement, commitment or
understanding, or by virtue of a related series of such events, and
whether by transfer of existing shares or by issuance of shares
from treasury or both; or






 














 






 


 

 



(ii) 

the amalgamation,
consolidation or combination of the Company with, or merger of the
Company into, any other person, whether by way of amalgamation,
arrangement or otherwise, unless (1) the Company is the surviving
person or the person formed by such amalgamation, consolidation or
combination, or into which the Company has merged, is a corporation
and (2) immediately after giving effect to such transaction at
least 60% of the voting rights attached to all outstanding voting
shares of the Company or the corporation resulting from such
amalgamation, consolidation or combination, or into which the
Company is merged, as the case may be are owned by persons who held
the voting rights attached to all outstanding voting shares of the
Company immediately before giving effect to such transaction;
or





 



(iii) 

the direct or
indirect transfer, conveyance, sale, lease or other disposition, by
virtue of a single event or a related series of such events, of 90%
or more of the assets of the Company based on gross fair market
value to any person unless (1) such disposition is to a corporation
and (2) immediately after giving effect to such disposition, at
least 60% of the voting rights attached to all outstanding voting
shares of such corporation are owned by the Company or its related
entities or by persons who held the voting rights attached to all
outstanding voting shares of the Company immediately before giving
effect to such disposition; or





 



(iv) 

at least 50% of the
directors constituting the Board cease to be directors as a result
of, in connection with, or pursuant to a contract relating to (a) a
Change of Control as defined in paragraphs (i), (ii) or (iii), or
(b) an actual or threatened contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies by or on behalf of a person or persons (other than a
solicitation that was approved by directors constituting a majority
of the Board);





 



(f) 

“Company” means Eldorado Gold
Corporation;





 



(g) 

“Compensation Committee” means the
compensation committee of the Board and if there is none, means the
full Board;





 



(h) 

“Designated Participant” means such
employees or officers of the Company or a related entity of the
Company as the Board may designate from time to time as eligible to
participate in the Plan;





 



(i) 

“Disability” means a physical or
mental incapacity of a nature which the Board determines prevents
or would prevent the Designated Participant from satisfactorily
performing the substantial and material duties of his or her
position with the Company or the related entity of the Company, as
the case may be;





 



(j) 

“Distributions” means dividends or
other distributions or proceeds received by the Trustee on the
account of the Shares held in trust by the Trustee for the RSU
Plan, and includes proceeds raised by the Trustee on any sale of
rights issued in connection with a rights offering by the
Company;






 




 








 






 

 


 

 



(k) 

“Exchange” means, if the Shares are
listed on the TSX, the TSX and, if the Shares are not listed on the
TSX, any other principal exchange upon which the Shares are
listed;





 



(l) 

“Grant Date” has the meaning
ascribed thereto in Subsection 5.1;





 



(m) 

“Market Value” of a Restricted
Share Unit or a Share means, on any given date, the closing trading
price per share of the Shares on the Exchange on the trading day
immediately preceding the relevant date, provided that if the
Shares are suspended from trading or have not traded on the
Exchange for an extended period of time, then the market value will
be the fair market value of a Share as determined by the Board in
its sole discretion;





 



(n) 

“NI 45-106” means National
Instrument 45-106 – Prospectus and Registration
Exemptions;





 



(o) 

“Plan” or “RSU Plan” means this Restricted
Share Unit Plan of the Company as set forth herein as the same may
be amended and/or restated from time to time;





 



(p) 

“Redemption Date” means, subject to
Subsection 7.3, in respect of an RSU, the earlier of the last
day of the Restricted Period applicable to the RSU and the date of
termination of employment or engagement of the holder of the RSU,
provided that for U.S. Designated Participants Redemption Date
shall have the meaning set forth in Subsection 7.7
hereof;





 



(q) 

“Redemption Notice” means a notice
of redemption substantially in the form of Schedule B –
Redemption Notice;





 



(r) 

“Regulators” has the meaning
ascribed thereto in Subsection 10.1;





 



(s) 

“related entity” has the meaning
ascribed to that term in Section 2.22 of
NI 45-106;





 



(t) 

“Restricted Period” means a period
as specified by the Board in accordance with Subsection 5.1
after the expiration of which and subject to the terms herein, a
Designated Participant may be or becomes entitled to receive Shares
and/or amount payable on account of the redemption of Restricted
Share Units;





 



(u) 

“Restricted Share Unit Account” has
the meaning ascribed thereto in Subsection 6.1;





 



(v) 

“Restricted Share Units” or
“RSUs” means a
bookkeeping entry, denominated in Shares (on a one for one basis),
credited to the Restricted Share Unit Account of a Designated
Participant in accordance with the provisions hereof;






 




 








 






 

 


 

 



(w) 

“RSU Agreement” has the meaning
ascribed thereto in Subsection 5.3;





 



(x) 

“Share” means, subject to
Section 9 hereof, a Common share without par value in the
capital of the Company;





 



(y) 

“Take-Over Bid” has the meaning
ascribed to that term in Subsection 9.6;





 



(z) 

“Trading Day” means any day on
which the Exchange is open for trading of Shares provided that if
the Shares are no longer listed on any stock exchange, means any
day which is a business day in British Columbia;





 



(aa) 

“Trust” means the trust established
in respect of this Plan under the terms of a trust agreement
between the Trustee and the Company;





 



(bb) 

“Trustee” means a qualified trust
company designated by the Board to administer the acquisition of
Shares in the open market for the purposes of the Plan and to hold
Shares purchased in connection with the Plan in trust for the
purposes of the Plan; and





 



(cc) 

“TSX” means the Toronto Stock
Exchange;





 



(dd) 

“U.S. Designated Participant” means
any Designated Participant subject to tax under the United States
Internal Revenue Code of 1986 in respect of compensation from the
Company or its related entity; and





 



(ee) 

“Vested RSU” has the meaning
ascribed to that term in Subsection 7.1.





 



2.2 

Unless otherwise
agreed to in writing by the Board, a reference in respect of
employment or engagement of employees or officers to
“termination”, “termination date”,
“date of termination” or similar terms herein is deemed
to be the day that is the last day of active employment or
engagement with the Company or its related entity, as the case may
be, regardless of any salary continuance or notice period provided
or required under applicable law or the reason for termination of
employment or engagement (whether with or without Cause or with or
without notice). For greater certainty, any such reference to
termination means termination of the last position (whether as an
employee or officer) that the Designated Participant had with the
Company or its related entity, as applicable.





 



2.3 

Unless otherwise
indicated, all dollar amounts referred to in this RSU Plan are in
Canadian funds.





 



2.4 

As used in this
Plan,





 



(a) 

unless the context
otherwise requires, words importing the masculine gender shall
include the feminine and neuter genders, and words importing the
singular shall include the plural and vice versa;





 



(b) 

unless the context
otherwise requires, the expressions “herein”,
“hereto”, “hereof”,” hereunder”
or other similar terms refer to the Plan as a whole, together with
the schedules, and references to a Section, Subsection, paragraph
or Schedule by number or letter or both refer to the Section,
Subsection, paragraph or Schedule, respectively, bearing that
designation in the Plan; and






 




 








 






 

 


 

 



(c) 

the term
“include” (or words of similar import) is not limiting
whether or not non-limiting language (such as “without
limitation” or words of similar import) is used with
reference thereto.





 



3. 


Administration of the Plan





 



3.1 

The Plan shall be
administered by the Compensation Committee.





 



3.2 

The Chief Executive
Officer of the Company or the Chairman of the Board shall
periodically make recommendations to the Compensation Committee as
to the grant of RSUs.





 



3.3 

The Compensation
Committee shall, periodically, after considering the
recommendations of the Chief Executive Officer and the Chairman,
make recommendations to the Board as to the grant of
RSUs.





 



3.4 

In addition to the
powers granted to the Board under the Plan and subject to the terms
of the Plan, the Board shall have full and complete authority to
grant RSUs, to interpret the Plan, to prescribe such rules and
regulations as it deems necessary for the proper administration of
the Plan and to make such determinations and to take such actions
in connection therewith as it deems necessary or advisable. Any
such interpretation, rule, determination or other act of the Board
shall be conclusively binding upon all persons.





 



3.5 

The Board shall
appoint a Trustee:





 



(a) 

to administer the
acquisition of Shares in the open market for the purposes of the
Plan;





 



(b) 

subject to the
terms of the Plan, to hold the Shares acquired in the market in
trust for the Designated Participants entitled to redeem RSUs in
accordance with the terms of the Plan;





 



(c) 

subject to the
terms of the Plan, to hold in trust for, or in respect of Vested
RSUs, pay to, Designated Participants the Distributions received in
respect of the Shares referred to in paragraph 3.5(b) in accordance
with the terms of the Plan;





 



(d) 

upon direction of
the Company, deliver Shares and/or a cash payment to Designated
Participants entitled to redemption of Vested RSUs in accordance
with and subject to the terms of the Plan, pursuant to the terms of
the Plan;





 



(e) 

to record and
provide to the Company all necessary information to permit the
Company to attend to all income tax, social security contributions
withholding and other source deductions and reporting requirements
in respect of the Plan and the Designated Participants, under
applicable income tax legislation social security legislation, or
any income source deduction legislation;






 




 








 






 

 


 

 



(f) 

upon direction of
the Company, attend to the timely filing of a T3 tax return and
other applicable tax returns for the Trust for each calendar year
for which such filing is required and to the payment, when due, of
all taxes payable under such returns, and attend to such other tax
compliance steps within its power as may be requested by the
Company; and





 



(g) 

such other duties
in respect of the administration of the Plan as deemed appropriate
or desirable by the Compensation Committee and as set out in a
trust agreement approved by the Compensation
Committee.





 



3.6 

The Board may
authorize one or more officers of the Company to execute and
deliver and to receive documents on behalf of the
Company.





 



4. 


Shares Subject to the Plan





 



4.1 

The maximum number
of Shares which may be delivered under the Plan shall not exceed
5,000,000 Shares, subject to adjustment as provided in
Section 9.





 



4.2 

The Shares that may
be delivered pursuant to the Plan may be acquired subsequently to
or in anticipation of a redemption hereunder in the open market to
satisfy the redemption requirements under the Plan.





 



4.3 

The Board will
cause and fund the Trustee to arrange for the purchase of a
sufficient number of Shares to satisfy the redemption of
outstanding RSUs granted under the Plan. Any Shares acquired in excess of
the number of Shares required to satisfy redemptions, including
without limitation any Shares that become excess Shares upon
cancellation of an RSU as provided herein shall remain in trust
until the Plan is terminated and, upon termination of the Plan,
such Shares shall be returned to treasury for cancellation. For
greater certainty, no Shares or any Distributions or any interest
thereon will be transferred by the Trustee to the Company or a
related entity of the Company. Subject to Subsections 7.5 and
7.6, unless and until
the RSU granted to a Designated Participant vests and is redeemed
in accordance with the terms herein, the Designated Participant
does not have any right, title or interest in any Shares held by
the Trustee or any proceeds in respect thereof.





 



5. 


Grants of RSUs





 



5.1 

Subject to the
provisions of the Plan, the Board shall have the right to grant, in
its sole discretion and from time to time, to any Designated
Participants RSUs as a discretionary grant in consideration of
services to the Company with such terms and conditions as the Board
may determine. The Board shall also determine, in its sole
discretion, in connection with each grant of RSUs:





 



(a) 

the date on which
such RSUs are to be granted (the “Grant Date”);






 




 








 






 

 


 

 



(b) 

the number of RSUs
to be granted;





 



(c) 

the terms under
which an RSU shall vest;





 



(d) 

the Restricted
Period, provided that the Restricted Period with respect to a grant
of RSUs shall not exceed that period commencing on January 1
coincident with or immediately preceding the grant and ending on
November 30 of the third year following the calendar year in which
such RSUs were granted; and





 



(e) 

any other terms and
conditions (which need not be identical) of all RSUs covered by any
grant.





 



5.2 

If the RSUs are
inadvertently granted during a Black-Out Period, then the Grant
Date shall be deemed to be the first Trading Day following the end
of the Black-Out Period and any adjustment to the terms as may be
required by applicable law shall be made to such
terms.





 



5.3 

Upon the grant of
an RSU, the Designated Participant and the Company shall enter into
an RSU agreement (“RSU
Agreement”) in a form set out in Schedule A1 (for time
based vesting), Schedule A2 (for performance based vesting) or in
such other form as approved by the Board, which shall set out the
name of the Designated Participant, the number of RSUs, the
Restricted Period, the vesting terms, the Grant Date, and such
other terms and conditions as the Board may deem
appropriate.





 



5.4 

An RSU is personal
to the Designated Participant and is non-assignable and
non-transferable other than by will or by the laws governing the
devolution of property in the event of death of the Designated
Participant.





 



6. 


Accounts





 



6.1 

An account, to be
known as a “Restricted Share
Unit Account”, shall be maintained by or on behalf of
the Company for each Designated Participant and shall be credited
with such number of RSUs as are granted to a Designated Participant
from time to time. Each Designated Participant’s Restricted
Share Unit Account shall indicate the number of RSUs which have
been credited to such account from time to time together with the
Restricted Period, vesting terms and, if applicable, any
accumulated Distributions or other rights applicable to such RSU as
expressly provided for herein.





 



6.2 

RSUs that have not
vested in accordance with the Plan prior to the earlier of the last
day of the Restricted Period and the date the relevant termination
event referred to in Section 8 occurred, or that are redeemed
in accordance with the Plan, shall be cancelled and a notation to
such effect shall be recorded in the Designated Participant’s
Restricted Share Unit Account and the Designated Participant will
have no further right, title or interest in such RSUs and, for
greater certainty, in any related payment (cash or Share) or other
right, including any right to Distributions, except in the case of
Vested RSUs that have been redeemed but the payment has not been
paid to the Designated Participant, the right to receive the
payment applicable to the redeemed Vested RSU less any amounts that
may be withheld or deducted hereunder.






 




 








 






 

 


 

 



7. 


Vesting, Redemption and Payment of Restricted Share
Units





 



7.1 

Unless otherwise
specified by the Board, subject to the remaining provisions of this
Section 7, RSUs granted to a Designated Participant shall vest in
accordance with the vesting schedule established by the Board at
the time of the grant or on the achievement of performance vesting
targets as determined by the Board in its sole discretion and in
each case as set out in the Designated Participant's RSU Agreement.
RSUs may not be redeemed until the required period or periods have
elapsed or the performance targets have been met as determined by
the Board in its sole discretion, as the case may be. Except where
the context requires otherwise, each RSU which is vested pursuant
to this Section 7, Subsection 8.5 or as a result of action by the
Board to accelerate the vesting period or waive the vesting terms
pursuant to its authority under Subsections 8.4, 9.6 or 9.7 shall
be referred to herein as a “Vested RSU”.





 



7.2 

Unless previously
redeemed in accordance with Subsection 7.3, subject to
Subsection 11.1, all Vested RSUs shall be redeemed by the
Company on the Redemption Date of the Vested RSU and subject to the
remaining provisions of this Section 7 (including any
withholding requirements) and Section 8, each Designated
Participant shall receive, with respect to all RSUs that are Vested
RSUs, at the election
of the Board in its sole discretion:





 



(a) 

a cash payment
equal to the Market Value of such Vested RSUs as of the Redemption
Date; or





 



(b) 

such number of
Shares delivered by the Trustee, as are equal to the number of such
Vested RSUs; or





 



(c) 

any combination of
the foregoing, such that the cash payment plus such number of
Shares delivered by the Trustee, have a value equal to the Market
Value of such Vested RSUs as of the Redemption Date;





 


in each
case as soon as practicable following the Redemption Date, and in
any event, for non-US Designated Participants, no later than
December 31 of the third calendar year following the calendar year
in which the RSUs were granted, and for US Designated Participants,
no later than 30 days following the Redemption Date.

 



7.3 

Provided that the
RSU has vested, a Designated Participant may elect early redemption
of a Vested RSU by filing a Redemption Notice with the Corporate
Secretary specifying the Redemption Date, which shall not be less
than 5 days after the date the Redemption Notice is received by the
Company, but may not be later than the earlier of the last day of
the Restricted Period applicable to the Vested RSU and the date of
termination of employment or engagement of the holder of the Vested
RSU, which Redemption Notice acknowledges that such Vested RSUs are
to be redeemed. A Redemption Notice shall specify how many Vested
RSUs held by the Designated Participant at the time the Redemption
Notice is filed are to be redeemed, and Subsection 7.2 shall
apply mutatis mutandis to any such early redemption.






 




 








 






 

 


 

 



7.4 

The Company shall not be required to
deliver fractional Shares on account of the redemption of RSUs. If
any fractional interest in a Share would, except for this
provision, be deliverable on account of the redemption of RSUs,
such fractional interest shall be rounded down to the next whole
number of such Shares.





 



7.5 

Upon the redemption
of any Vested RSU, a Designated Participant shall be entitled to be
paid and shall be paid as soon as practicable following redemption,
a pro rata share of any Distributions that have been paid to the
Trustee on account of the Shares held by the Trustee in respect of
the Vested RSUs being redeemed and that have not previously been
distributed to the Designated Participant, less any withholding
taxes, social security contributions and other source deductions
applicable thereon and less the pro rata portion of any taxes paid
by the Trustee in respect of such Distributions. For greater
certainty, the Distributions on a Vested RSU to which a Designated
Participant is entitled under and subject to this Subsection will
be the Distributions that are paid to the Trustee on the Share
which was acquired for and is represented by the Vested RSU being
redeemed for the period commencing on the date of the grant of the
Vested RSU to the Designated Participant and ending on the
redemption of the Vested RSU of the Designated
Participant.





 



7.6 

Once an RSU becomes
vested, a Designated Participant shall be entitled to be paid a pro
rata share of any Distributions that have been paid to the Trustee
on Shares held by the Trustee in respect of the Vested RSUs of the
Designated Participant and that have not been previously
distributed to the Designated Participant, less any withholding
taxes, social security contributions and other source deductions
applicable thereon and less the pro rata portion of any taxes paid
by the Trustee in respect of the Distributions. For greater
certainty, the Distributions on a Vested RSU to which a Designated
Participant is entitled under and subject to this Subsection will
be the Distributions that are paid to the Trustee on the Share
which was acquired for and is represented by the RSU that has
vested for the period commencing on the date of the grant of the
Vested RSU to the Designated Participant and ending on the
redemption of the Vested RSU of the Designated Participant.
Payments required to be made under this Subsection shall be made as
soon as practicable and in any event not later than the end of the
calendar year during which the Designated Participant payment
entitlement arises under this Subsection.





 



7.7 

The Redemption Date
for RSUs held by U.S. Designated Participants shall be the date on
which such RSUs become Vested RSUs, provided that the Redemption
Date shall not be later than the earlier of the last day of the
Restricted Period and the date of termination of employment or
engagement. Notwithstanding anything to the contrary in Sections
7.5 and 7.6, for U.S. Designated Participants the payment of
Distributions with respect to Vested RSUs will occur at the time of
the payment on redemption of the Vested RSUs but in any event not
later than the end of the calendar year in which the Redemption
Date occurs. Subsection 7.3 shall not apply to RSUs held by U.S.
Designated Participants.






 




 








 






 

 



8. 

Termination of
Employment and Engagement





 



8.1 

Any Designated
Participant whose employment or engagement with the Company or its
related entity is terminated for any reason whatsoever including
resignation, retirement or Disability, but excluding termination in
the circumstances described in Subsections 8.2 and 8.3, shall
be entitled to have any outstanding RSUs of the Designated
Participant redeemed on the Redemption Date applicable to the RSUs
to the extent such RSUs had vested on the termination date and had
not yet been redeemed and the redemption amount paid to the
Designated Participant in accordance with the terms
herein.





 



8.2 

In the event of the
death of a Designated Participant, either while in the employment
or engagement of the Company, the Designated Participant’s
estate shall be entitled to have any outstanding RSUs of the
Designated Participant redeemed on the Redemption Date applicable
to the RSUs to the extent such RSUs had vested on the date of the
Designated Participant’s death and had not yet been redeemed
and the redemption amount paid to the Designated
Participant’s estate in accordance with the terms herein. The
Designated Participant’s estate shall include only the
executors or administrators of such estate and persons who have
acquired the right to redeem such Vested RSUs directly from the
Designated Participant by bequest or inheritance.





 



8.3 

Notwithstanding any
other provision herein, in the event a Designated
Participant’s employment or engagement is terminated for
Cause, unless the Board, in its sole discretion, determines
otherwise, all outstanding RSUs, whether or not vested, and any and
all rights to a payment with respect to such outstanding RSUs,
including all rights to payment of any Distributions hereunder,
shall be forfeited and cancelled effective as of the termination
date. Any Distributions relinquished and cancelled under this
Subsection less the pro rata portion of any taxes paid by the
Trustee in respect of such Distributions shall be paid to a charity
registered under the Income Tax
Act (Canada) as the Company directs.





 



8.4 

Except as otherwise
determined by the Board and following a termination of employment
or engagement, as the case may be, all rights with respect to RSUs
that are not vested as of the termination date, and any and all
rights to a payment with respect to such outstanding RSUs,
including all rights to payment of any Distribution hereunder, are
relinquished and cancelled. The Board may in its sole discretion
accelerate the vesting period, or otherwise waive the vesting
terms. Any Distributions relinquished and cancelled under this
Subsection less the pro rata portion of any taxes paid by the
Trustee in respect of such Distributions shall be paid to a charity
registered under the Income Tax
Act (Canada) as the Company directs.





 



8.5 

Notwithstanding
Subsection 8.4, above, where any Designated
Participant’s employment or engagement with the Company or
its related entity is terminated:





 



(a) 

by the Company or
its related entity, for any reason other than for Cause, at any
time in the 12 months
following a Change of Control of the Company, or






 




 








 






 

 



(b) 

by the Designated
Participant, if the Company or its related entity makes a material
adverse change in the location, salary, duties or responsibilities
assigned to the Designated Participant, at any time in the
12 months following a
Change of Control of the Company and the Designated Participant has
provided notice in writing to the Company within 30 days of such
material adverse change to terminate employment, engagement or
directorship,





 


then
any outstanding RSUs that have not yet vested on the date of
termination shall be deemed to have vested on such
date.

 



9. 


Adjustment on Alteration of Share Capital





 



9.1 

In the event of a
subdivision, consolidation or reclassification of outstanding
Shares or other capital adjustment, or the payment of a stock
dividend thereon, then the number of Shares equal to an RSU shall
be increased or reduced proportionately and such other adjustments
shall be made as may be deemed necessary or equitable by the Board
in its sole discretion and such adjustment shall be binding for all
purposes.





 



9.2 

In the event of a
change to the Company’s currently 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 within
the meaning of the Plan.





 



9.3 

Unless the Board
otherwise determines in good faith, if the Company amalgamates,
consolidates or combines with or merges with or into another body
corporate, whether by way of amalgamation, arrangement or otherwise
(the right to do so being hereby expressly reserved), then the
obligation to deliver a Share pursuant to the redemption of a RSU
under Subsection 7.2 may be satisfied by the delivery of the
securities, property and/or cash which the Designated Participant
would have received upon such amalgamation, consolidation,
combination or merger if the Designated Participant’s RSU was
redeemed immediately prior to the effective date of such
amalgamation, consolidation, combination or merger.





 



9.4 

Unless the Board
otherwise determines in good faith, if the Company amalgamates,
consolidates or combines with or merges with or into another body
corporate, whether by way of amalgamation, arrangement or otherwise
(the right to do so being hereby expressly reserved) or a
successful take-over bid is made for all or substantially all of
the Shares, then for the purposes of determining the cash payment
to be made to a Designated Participant on the redemption of a RSU
under Subsection 7.2, the cash payment shall be equal to the fair
market value on the Redemption Date of the securities, property
and/or cash which the Designated Participant would have received
upon such amalgamation, consolidation, combination or merger if the
Designated Participant’s RSU was redeemed immediately prior
to the effective date of such amalgamation, consolidation,
combination or merger or take-over, as determined in good faith by
the Board in its sole discretion and such determination shall be
binding for all purposes of the Plan.






 




 








 






 

 


 

 



9.5 

In the event of any
other change affecting the Shares, then if deemed necessary or
equitable by the Board in its sole discretion to properly reflect
such change, an adjustment may be made which shall be binding for
all purposes of the Plan.





 



9.6 

If, at any time
when an RSU granted under the Plan has not been redeemed, an offer
(“Take-Over
Bid”) to purchase all or substantially all of the
Shares of the Company is made by a third party by means of a
take-over bid circular, the Company shall use its best efforts to
bring such offer to the attention of the Designated Participant as
soon as practicable and the Board may, in a fair and equitable
manner, in its sole discretion, require the acceleration of the
vesting or redemption of the RSU granted under the Plan and of the
satisfaction of or waiver of the fulfillment of any conditions or
restrictions on such redemption (including without limitation,
vesting requirements).





 



9.7 

Notwithstanding any
other provision herein, if because of a proposed merger,
amalgamation, compulsory acquisition or other corporate arrangement
or reorganization, the exchange or replacement of Shares in the
Company for securities, property or cash in or from another company
is imminent (“Business
Combination”), the Board may, in a fair and equitable
manner in its sole discretion, determine the manner in which all
outstanding RSUs shall be treated including, for example, requiring
the acceleration of the vesting and redemption of the RSU by the
Designated Participant and of the satisfaction of or waiver of the
fulfillment of any conditions or restrictions on such redemption
(including without limitation, vesting requirements) or providing
that any Share which would be receivable by a Designated
Participant in respect of a redemption of an RSU prior to the
effective time of the Business Combination be replaced with the
securities, property or cash which the Designated Participant would
have received if the Designated Participant had redeemed his or her
RSU immediately prior to the effective time of the Business
Combination and received Shares, and make any adjustment as may be
deemed necessary or equitable by the Board in its sole discretion
(including consideration of tax law implications). All
determinations of the Board under this Subsection shall be
binding for all purposes of the Plan.





 



9.8 

In order to permit
Designated Participants to participate in a proposed Take-Over Bid
or a proposed Business Combination that could result in a Change of
Control, the Board may in its sole discretion make appropriate
provisions for the redemption of RSUs (whether vested or not)
conditional upon the Shares resulting therefrom being taken up and
paid for under the Take-Over Bid or the completion of the Business
Combination, as applicable.





 



9.9 

No adjustment
provided in this Section 9 shall require the Company to
deliver a fractional RSU or Share or cash payment in lieu thereof
and the total adjustment with respect to each RSU or Share shall be
limited accordingly.





 



10. 


Regulatory Approval





 



10.1 

Notwithstanding any
of the provisions contained in the Plan, Designated
Participant’s RSU Agreement or any term of an RSU, the
Company’s obligations hereunder including obligations to
grant RSUs, deliver Shares hereunder or make payments to a
Designated Participant hereunder shall be subject to:






 




 








 






 

 


 

 



(a) 

compliance with all
applicable laws, regulations, rules, orders of governmental or
regulatory authorities, including without limitation, any stock
exchange on which the Shares are listed (“Regulators”);





 



(b) 

compliance with the
Company’s insider trading policy; and





 



(c) 

receipt from the
Designated Participant of such covenants, agreements,
representations and undertakings, including as to future dealings
in such RSUs, as the Company determines to be necessary or
advisable in order to safeguard against the violation of the
securities laws of any jurisdiction.





 


If the
Board determines that compliance with all applicable laws,
regulations, rules, orders referenced above (including a
consideration of tax law implications) require changes to the terms
of an RSU, such change shall be determined in good faith by the
Board in its sole discretion.

 



10.2 

Notwithstanding any
provisions in the Plan, Designated Participant’s RSU
Agreement or any term of an RSU, if any amendment, modification or
termination to the provisions hereof or any RSU made pursuant
hereto are required by any Regulator, a stock exchange or a market
as a condition of approval to a distribution to the public of any
Shares or to obtain or maintain a listing or quotation of any
Shares, the Board is authorized to make such amendments as
determined appropriate and in good faith by the Board (including
consideration of tax law implications) and thereupon the terms of
the Plan, Designated Participant’s RSU Agreement and any
RSUs, shall be deemed to be amended accordingly without requiring
the consent or agreement of any Designated Participant or holder of
an RSU.





 



11. 


Miscellaneous





 



11.1 

If a Restricted
Share Unit is to be redeemed during a Black-Out Period imposed by
the Company, then, notwithstanding any other provision of the Plan,
the Restricted Share Unit shall be redeemed immediately after the
Black-Out Period is lifted by the Company.





 



11.2 

The Plan shall not
confer upon any Designated Participant any right with respect to a
continuation of employment with or engagement by, the Company or a
related entity of the Company nor shall it interfere in any way
with the right of the Company or the related entity to terminate
any Designated Participant’s employment or engagement at any
time.





 



11.3 

For greater
certainty, no interest shall accrue to, or be credited to, the
Designated Participant on any amount payable under the
Plan.






 




 








 






 

 


 

 



11.4 

RSUs are not Shares
and the grant of RSUs does not entitle a Designated Participant to
any rights as a shareholder of the Company nor to any rights to the
Shares or any securities of the Company. Except as expressly
provided for in Subsections 7.5 and 7.6, no holder of any RSU
shall be entitled to receive and no adjustment shall be made for
any Distributions or any other rights declared on the
Shares.





 



11.5 

The Company makes
no representation or warranty as to the future market value of any
RSUs or Shares granted or delivered in accordance with the
provisions of the Plan.





 


11.6 (a) If
the Company or any of its related entities shall be required to
withhold any amounts by reason of any federal, provincial, state,
local or other laws of any jurisdiction concerning taxes, social
security contributions or other source deductions in connection
with the grants, redemption, Distributions or other payments
hereunder the Company or any such related entity may deduct and
withhold such amount or amounts from any payment made by the
Company or the related entity to a Designated Participant, whether
or not such payment is made pursuant to this Plan.  In addition, or as an alternative
to such withholding from payments, the Company or any related
entity of the Company having a withholding obligation as described
above may require a Designated Participant, as a condition of the
grant or redemption of an RSU, to pay to the Company or related
entity, or to the Trust, as the case may be, an amount not
exceeding the total of the withholding obligation of the Company or
related entity arising in respect of the issuance or delivery of
Shares or cash payment to the Designated Participant hereunder, or
to reimburse the Company or the related entity for such
amount.

 



(b) 

If the Trustee
shall be required to withhold any amounts by reason of any federal,
provincial, state, local or other rules or regulations of any
jurisdiction concerning taxes, social security contributions or
other source deductions in connection with the redemption of RSUs,
Distributions, distribution of Shares or other property or other
payments hereunder, the Trustee may deduct and withhold such amount
or amounts from any payment made by the Trustee to a Designated
Participant. In addition, or as an alternative to such withholding
from payments, the Trustee may require a Designated Participant, as
a condition of the redemption of an RSU, payment of Distributions,
or distribution of Shares or other property pay to the Trustee an
amount not exceeding the total of the withholding obligation of the
Trustee arising in respect of the issuance or delivery of Shares or
cash payment to the Designated Participant hereunder, or to
reimburse the Trustee for such amount.





 



(c) 

Under no
circumstances shall the Company, any related entity or the Trustee
be responsible for funding the payment of any tax or amount on
account of social security or other source deductions on behalf of
any Designated Participant or for providing any tax advice to any
Designated Participant.





 



12. 


Effective Date, Amendment and Termination





 



12.1 

The Plan is
effective as of March 16, 2011 and amended and restated as of
October 25, 2012, February 21, 2013, February 20, 2014, July 26,
2018 and March 27, 2019.






 




 








 






 

 


 

 



12.2 

Except as set out
below, the Board may (without Shareholder approval) amend, modify
or terminate any outstanding RSU, including, but not limited to,
substituting another award of the same or of a different type or
changing the date of redemption; provided, however that, the
Designated Participant’s consent to such action shall be
required unless the Board determines that the action, when taken
with any related action, would not materially and adversely affect
the Designated Participant or is specifically permitted
hereunder.





 



12.3 

The Board may
amend, suspend or terminate the Plan at any time. No action by the
Board to terminate the Plan pursuant to this Section 12 shall
affect any RSUs granted pursuant to the Plan prior to such
action.





 



12.4 

In the event that
the Plan is terminated, any assets, excluding the Shares (which are
to be returned to treasury for cancellation in accordance with
Subsection 4.3), but including any assets resulting from the
exchange or replacement of the Shares in connection with a
Take-over Bid or Business Combination, held by the Trustee that are
not required to satisfy obligations to Designated Participants with
respect to outstanding RSUs or to pay any tax liabilities
applicable to the Trust, will be paid to a charity registered under
the Income Tax Act (Canada)
as the Company directs and no Designated Participant will have any
right, title or interest in such assets.








 








 





 



RESTRICTED SHARE UNIT PLAN OF ELDORADO GOLD
CORPORATION

 



SCHEDULE A1

 



DESIGNATED PARTICIPANT’S AGREEMENT FOR TIME BASED
VESTING

 



1. 

Agreement: This agreement
(“Agreement”)
has been entered into by Eldorado Gold Corporation (the
“Company”) and
the Designated Participant as defined below.





 



2. 

Acknowledgment: The Designated
Participant acknowledges having received a copy of the Restricted
Share Unit Plan as amended and/or restated from time to time (the
“Plan”) and that
he or she has read and understands the Plan and agrees that the
terms therein (including any amendments thereto since the date of
grant) govern the grant hereunder.





 



3. 

Grant: Subject to the terms and
conditions of the Plan, the Company grants the Designated
Participant the Restricted Share Units (“RSUs”) set out below on the terms
and conditions set out below.





 



(a) 

Name of Designated
Participant: ______________ (the “Designated
Participant”)





 



(b) 

Date of grant:
_______________





 



(c) 

Number of RSUs:
_______________





 



(d) 

Vesting Terms:
_______________ [insert vesting terms]





 



(e) 

Restricted Period:
_______________ [see paragraph 5.1(d) of Plan]





 



(f) 

Other Terms:
_______________ [insert other terms if applicable]





 



4. 

Representations: The Designated
Participant acknowledges that the Company makes no representation
or warranty as to the future value of any RSU granted in accordance
with the provisions of the Plan.





 



5. 

Withholding Obligations: The Designated
Participant acknowledges and agrees that the Company or a related
entity of the Company or the Trustee may be required to withhold
from the undersigned's cash compensation or entitlements under the
Plan and remit to the Canada Revenue Agency or the tax agency of
the country in which the Designated Participant resides or is
otherwise subject to tax, income taxes, social security
contributions and other required source deductions in respect of
entitlements under the Plan. Under no circumstances shall the
Company, a related entity to the Company or Trustee be responsible
for the payment of any tax, social security contributions or any
other source deductions on behalf of any Designated
Participant.






 




 








 






 

 


 

 



6. 

Tax Advice: The Designated Participant
hereby acknowledges that the grant and redemption of RSUs may be
subject to tax under applicable federal, provincial, state or other
laws of any jurisdiction, that no representation has been made and
he or she has not received any advice from the Company as to tax or
legal ramifications of the grant or redemption of RSUs hereunder
and that he or she has been advised to seek independent tax advice
as he or she deems necessary.





 



7. 

Consent to Use of Personal Information:
The Designated Participant agrees that the Company may collect and
use personal information for any purpose that is permitted by law
to be made without the consent of the Designated Participant, or is
required by law, or by the by-laws, rules, regulations or policies
or any regulatory organization governing the Company and that the
Company may further use or disclose such information for the
following purposes:





 



(a) 

to comply with
securities and tax regulatory requirements;





 



(b) 

to provide the
Trustee with information needed to carry out its duties for the
purposes of the Plan and under the trust agreement with the
Trustee;





 



(c) 

to provide the
Designated Participant with information; and





 



(d) 

to otherwise
administer the Plan.





 



8. 

Compliance with Laws and Policies: The
Designated Participant acknowledges and agrees that the undersigned
will, at all times, act in strict compliance with any and all
applicable laws and any policies of the Company applicable to the
Designated Participant in connection with the Plan.





 



9. 

Terms and Conditions: This Agreement is
subject to the terms and conditions set out in the Plan, and such
terms and conditions are incorporated herein by this reference and
agreed to by the Designated Participant. In the case of any
inconsistency between this Agreement and the Plan, the Plan shall
govern. Unless otherwise indicated, all defined terms shall have
the respective meanings attributed thereto in the
Plan.






 


[Remainder
of page intentionally left blank]


 




 








 






 


 

 


Effective
as of the _____ day of ___________________, 20____.


 


 


	
 

	
 

	


ELDORADO GOLD CORPORATION


 


 


 




	
 

	
 

	
 

	

Per:

	
 


	
 

	
 

	
 

	
 

	

Authorized
Signatory






 



Acknowledged and Agreed to:


 


	
 

	
 

	
 


	
 

	

)


)


)

	
 


	

Signature
of Designated Participant

	

)

	

Signature
of Witness


	
 

	

)


)


)

	
 


	

Name
and Title of Designated Participant

	

)

	

Name of
Witness







 


 




 








 





 



RESTRICTED SHARE UNIT PLAN OF ELDORADO GOLD
CORPORATION

 



SCHEDULE A2

 



DESIGNATED PARTICIPANT’S AGREEMENT FOR

 



PERFORMANCE BASED VESTING


 

 



1. 

Agreement: This agreement
(“Agreement”)
has been entered into by Eldorado Gold Corporation (the
“Company”) and
the Designated Participant as defined below.





 



2. 

Acknowledgment: The Designated
Participant acknowledges having received a copy of the Restricted
Share Unit Plan as amended and/or restated from time to time (the
“Plan”) and that
he or she has read and understands the Plan and agrees that the
terms therein (including any amendments thereto since the date of
grant) govern the grant hereunder.





 



3. 

Grant: Subject to the terms and
conditions of the Plan, the Company grants the Designated
Participant the Restricted Share Units (“RSUs”) set out below on the terms
and conditions set out below.





 



(a) 

Name of Designated
Participant: ______________ (the “Designated
Participant”)





 



(b) 

Date of grant:
____________





 



(c) 

Initial Number of
RSUs: _____________





 



(d) 

Final Number of
RSUs:





 


The
final number of RSUs that are earned and redeemed may be higher or
lower than the number of RSUs initially granted, depending on
Eldorado’s relative 3-year TSR performance over the
Performance Period against the S&P/TSX Global Gold Index
(Index) and Absolute TSR performance, as follows:

 



 


As
shown in the table below, payouts will range from 0% for a 3-year
Relative TSR of less than 75% of the Index, to 200% of Target for a
3-year Relative TSR greater than or equal to 150% of the
Index.


 




 








 






 

 



 






(e) 

Restricted
(Performance) Period: _________________





 



(f) 

Other Terms –
Adjustment to Final Number of RSUs:





 


Notwithstanding the
terms of the Plan, if the Designated Participant’s employment
is terminated due to retirement or if the Designated Participant is
terminated (without Cause) following a Change of Control prior to
the completion of the Performance Period, the RSUs will be treated
as follows:

 


	

Reason
for Termination of Employment

	

Treatment
of RSUs


	

● Retirement

	

In the
event of the retirement of a Designated Participant, the Final
Number of RSUs to be received by the Designated Participant will be
equal to A* (B/C) where:


 


A = the
Final Number of RSUs that the Designated Participant would be
entitled to under Section 3(d) above, had they remained employed
until the end of the Performance Period


 


and


 


B= the
number of days from and including the commencement of the
Performance Period to and including the date of retirement of the
Designated Participant;


 


and


 


C= the
number of days from and including the commencement of the
Performance Period to and including the last day of the Performance
Period.


 


The
Performance Period will be the period set out in Section 3(e)
above, provided that, in the event that there is a Change of
Control following the date of retirement but prior to the expiry of
the Performance Period and the Shares are not listed on the TSX
after such Change of Control, the Performance Period shall be
deemed to have ended on the date of the Change of Control and the
Market Value of the RSUs shall be the higher of the Market Value as
determined under the Plan and the Market Value on the date of the
Change of Control and payment for the redemption of such RSUs shall
be in cash.


 


	


●


Termination of
Employment (other than for Cause) following a Change of Control in
the circumstances identified in Sections 8.5(a) and (b) of the
Plan





	

In the
event that the Designated Participant is terminated in the
circumstances described in Section 8.5 of the Plan, the Designated
Participant will be entitled to the Final Number of RSUs that they
would have been entitled to under Section 3(d) above had they been
employed until the end of the Performance Period.


 


The
Performance Period will be the period set out in Section 3(e)
above, provided that, in the event that there is a Change of
Control prior to the expiry of the Performance Period and the
Shares are not listed on the TSX after such Change of Control, the
Performance Period shall be deemed to have ended on the date of the
Change of Control and the Market Value of the RSUs shall be the
higher of the Market Value as determined under the Plan and the
Market Value on the date of the Change of Control and payment for
the redemption of such RSUs shall be in cash.


 






 


 


 




 








 






 

 



4. 

Representations: The Designated
Participant acknowledges that the Company makes no representation
or warranty as to the future value of any RSU granted in accordance
with the provisions of the Plan.





 



5. 

Withholding Obligations: The Designated
Participant acknowledges and agrees that the Company or a related
entity of the Company or the Trustee may be required to withhold
from the undersigned's cash compensation or entitlements under the
Plan and remit to the Canada Revenue Agency or the tax agency of
the country in which the Designated Participant resides or is
otherwise subject to tax, income taxes, social security
contributions and other required source deductions in respect of
entitlements under the Plan. Under no circumstances shall the
Company, a related entity to the Company or Trustee be responsible
for the payment of any tax, social security contributions or any
other source deductions on behalf of any Designated
Participant.





 



6. 

Tax Advice: The Designated Participant
hereby acknowledges that the grant and redemption of RSUs may be
subject to tax under applicable federal, provincial, state or other
laws of any jurisdiction, that no representation has been made and
he or she has not received any advice from the Company as to tax or
legal ramifications of the grant or redemption of RSUs hereunder
and that he or she has been advised to seek independent tax advice
as he or she deems necessary.





 



7. 

Consent to Use of Personal Information:
The Designated Participant agrees that the Company may collect and
use personal information for any purpose that is permitted by law
to be made without the consent of the Designated Participant, or is
required by law, or by the by-laws, rules, regulations or policies
or any regulatory organization governing the Company and that the
Company may further use or disclose such information for the
following purposes:





 



(a) 

to comply with
securities and tax regulatory requirements;





 



(b) 

to provide the
Trustee with information needed to carry out its duties for the
purposes of the Plan and under the trust agreement with the
Trustee;





 



(c) 

to provide the
Designated Participant with information; and





 



(d) 

to otherwise
administer the Plan.






 




 








 






 

 



8. 

Compliance with Laws and Policies: The
Designated Participant acknowledges and agrees that the undersigned
will, at all times, act in strict compliance with any and all
applicable laws and any policies of the Company applicable to the
Designated Participant in connection with the Plan.





 



9. 

Terms and Conditions: This Agreement is
subject to the terms and conditions set out in the Plan, and such
terms and conditions are incorporated herein by this reference and
agreed to by the Designated Participant. Except with respect to the
terms of Section 3(f) above, in the case of any inconsistency
between this Agreement and the Plan, the Plan shall govern. Unless
otherwise indicated, all defined terms shall have the respective
meanings attributed thereto in the Plan.






 

 


Effective
as of the _____ day of ___________________, 20____.


 


 


	
 

	
 

	


ELDORADO GOLD CORPORATION


	
 

	
 

	
 

	

Per:

	
 


	
 

	
 

	
 

	
 

	

Authorized
Signatory






 



Acknowledged and Agreed to:


 


	
 

	
 

	
 


	
 

	

)


)


)

	
 


	

Signature
of Designated Participant

	

)

	

Signature
of Witness


	
 

	

)


)


)

	
 


	

Name
and Title of Designated Participant

	

)

	

Name of
Witness







 

 


 


 




 








 





 


 

 



RESTRICTED SHARE UNIT PLAN OF ELDORADO GOLD
CORPORATION

 



SCHEDULE B

 



REDEMPTION NOTICE

 




To:            


Eldorado Gold Corporation (the “Company”)





 


   
Attention: Corporate Secretary

 


I
hereby advise the Company that:

 


I wish
the Company to redeem _______________ of the vested RSUs credited
to the account of ____________________ [insert name of Designated
Participant] under the Company’s Restricted Share Unit Plan
as amended from time to time (the “Plan”) on _________________
(insert Redemption Date, which shall be a date no earlier than 5
days after the date this Redemption Notice is received by the
Company and not later than the earlier of the last day of the
Restricted Period applicable to any vested RSU and the date of
termination of my employment or engagement with the
Company1.

 


I
hereby acknowledge and agree that the redemption requested is
subject to the terms and conditions set out in the Plan, and such
terms and conditions are incorporated herein by this reference. In
the case of any inconsistency between this Notice and the Plan, the
Plan shall govern. Unless otherwise indicated, all defined terms
shall have the respective meanings attributed thereto in the
Plan.


 


	
 

	
 

	
 


	

Date

	
 

	

(Signature
of Designated Participant or in the case of an Estate, the
Designated Participant’s legal representative)







 


	
 

	
 

	
 


	
 

	
 

	

(Print
Name of Designated Participant in Block Letters or in the case of
an Estate, the Designated Participant’s legal representative
and the name of the Designated Participant on whose behalf the
legal representative is acting2)






 


 

 



1 

The Redemption Date
must comply with the Plan requirements. This form is not applicable to U.S. Designated
Participants.








2


The signature of the legal representative is to be
supported by the appropriate documents duly appointing the legal
representative.