Blueprint





 







EXHIBIT 4.2


 



ELDORADO GOLD CORPORATION

 



INCENTIVE STOCK OPTION PLAN

 



Effective as of June 21, 2018

 



1.            


Purposes of the Plan





 



1.1          



The purposes of
this Plan are to (a) assist the Company in attracting, retaining
and motivating senior officers, employees and consultants of the
Company and of its related entities; and (b) closely align the
personal interests of such officers, employees and consultants with
those of the shareholders by providing them with the opportunity,
through options, to acquire common shares in the capital of the
Company.





 



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 an
Eligible Person;





 



(b) 

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





 



(c) 

“Business Combination” has the
meaning ascribed to the term in Subsection 10.7
hereof;





 



(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) 

“Consultant” has the same meaning
ascribed to that term under Section 2.22 of NI 45-106 and
shall only include those persons who may participate in an
“Employee Benefit Plan” as set forth in Rule 405 of the
U.S. Securities Act;





 



(i) 

“Eligible Person” means, from time
to time, a full-time or part-time employee of the Company or of a
related entity of the Company, including any officer of the
Company, a Consultant of the Company or of a related entity of the
Company;





 



(j) 

“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;





 



(k) 

“Executive Officer” means an
executive officer of the Company appointed as such by a resolution
of the Board;





 



(l) 

“Grant Date” has the meaning
ascribed to that term in Subsection 5.1 hereof;





 



(m) 

“Insider” means a reporting insider
as defined under National Instrument 55-104 – Insider Reporting Requirements and
Exemptions;






 














 






 

 


 

 



(n) 

“Market Value” of a Share means, on
any given day, the closing trading price per share of the Shares on
the Exchange on the trading day immediately preceding the relevant
date;





 



(o) 

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





 



(p) 

“Option” means an option, granted
pursuant to Section 5 hereof, to purchase a Share;





 



(q) 

“Option Agreement” has the meaning
ascribed to that term in Section 7 hereof;





 



(r) 

“Option Period” has the meaning
ascribed to that term in Subsection 6.3 hereof;





 



(s) 

“Option Price” means the price per
Share at which Shares may be purchased under the Option, as
determined pursuant to Paragraph 5.1(b) hereof and as may be
adjusted in accordance with Section 10 hereof;





 



(t) 

“Optionee” means an Eligible Person
to whom an Option has been granted;





 



(u) 

“Plan” means the Incentive Stock
Option Plan of the Company as set forth herein as the same may be
amended and/or restated from time to time;





 



(v) 

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





 



(w) 

“Securities Regulators” has the
meaning ascribed to that term in Section 11 hereof;





 



(x) 

“security based compensation
arrangement” means





 



(i) 

stock option plans
of the Company for the benefit of employees, insiders, service
providers or any one of such groups;





 



(ii) 

individual stock
options granted to employees, service providers or insiders if not
granted pursuant to a plan previously approved by the
Company’s shareholders;





 



(iii) 

stock purchase
plans where the Company provides financial assistance or where the
Company matches the whole or a portion of the securities being
purchased;





 



(iv) 

stock appreciation
rights involving issuances of securities from treasury of the
Company;





 



(v) 

any other
compensation or incentive mechanism involving the issuance or
potential issuances of securities from treasury of the Company;
and






 














 






 

 


 

 



(vi) 

security purchases
from treasury by an employee, insider or service provider which is
financially assisted by the Company by any means
whatsoever,





 


and for
greater certainty, arrangements which do not involve the issuance
from treasury or potential issuance from treasury of the Company
are not security based compensation arrangements;

 



(y) 

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





 



(z) 

“Shareholder” means a registered
holder of Shares of the
Company;





 



(aa) 

“Take-Over Bid” has the meaning
ascribed to the term in Subsection 10.6 hereof;





 



(bb) 

“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;





 



(cc) 

“TSX” means the Toronto Stock
Exchange; and





 



(dd) 

“U.S. Securities Act” means the
United States Securities Act of 1933, as amended.





 



2.2          



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





 



2.3          



As used in this
Plan,





 



(a) 

unless the context
otherwise requires, words importing the masculine gender shall
include the feminine and neuter genders, 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 appendices and
schedules, and references to a Section, Subsection, paragraph,
Appendix or Schedule by number or letter or both refer to the
Section, Subsection, paragraph, Appendix 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 Compensation
Committee shall, periodically, after consulting with the Executive
Officers, make grants to such Employees and Consultants who are not
Executive Officers as it determines and report to the Board as to
such grants of Options.





 



3.3          



The Chief Executive
Officer of the Company shall periodically make recommendations to
the Compensation Committee as to the grant of Options to Executive
Officers. The Compensation Committee shall, periodically, after
considering the Chief Executive Officer’s recommendations,
make recommendations to the Board as to the grant of options to
Executive Officers. For greater certainty, the Compensation
Committee shall not have the power to make grants of options to
Executive Officers unless explicitly delegated the power to do so
by the full Board.





 



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 Options, 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 may
delegate any or all of its authority, rights, powers and discretion
with respect to the Plan to the Compensation Committee. Upon any
such delegation the Compensation Committee as well as the Board,
shall be entitled to exercise any or all such authority, rights,
power and discretion with respect to the Plan and when used in the
context of this Plan “Board” shall be deemed to include
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          



Effective June 21,
2018, the maximum number of Shares which may be issued under the
Plan from and after June 21, 2018 shall not exceed 47,924,118
Shares, subject to adjustment as provided in
Section 10.





 



4.2          



In no event shall
Options be granted entitling any one Optionee to purchase in excess
of one half of one percent (0.5%) of the issued and outstanding
Shares on a non-diluted basis on the Grant Date of the
Options.





 



4.3          



No Options may be
granted to non-employee directors of the Company or a related
entity of the Company under this Plan.





 



4.4          



Notwithstanding
anything in this Plan to the contrary:





 



(a) 

the maximum number
of Shares issuable pursuant to Options granted under the Plan to
Insiders, together with the number of Shares issuable to Insiders
pursuant to Options granted under any other security based
compensation arrangements, shall not exceed 9% of the Shares issued
and outstanding on a non-diluted basis at the Grant Date of the
Options; and






 














 






 

 


 

 



(b) 

within any one-year
period, the maximum number of Shares issued pursuant to Options
granted under the Plan to Insiders, together with the number of
Shares issued to Insiders pursuant to Options granted under any
other security based compensation arrangements, shall not exceed 9%
of the Shares issued and outstanding on a non-diluted
basis.





 


Any
entitlement to acquire Shares granted pursuant to the Plan or
otherwise prior to the grantee becoming an Insider shall be
excluded for the purpose of the limits set out above.

 



4.5          



Options may be
granted in respect of authorized and unissued Shares. Shares in
respect of which Options have expired, cancelled or otherwise
terminated for any reason (other than exercise of the Options)
shall be available for subsequent Options under the
Plan.





 



4.6          



No fractional
Shares may be purchased or issued under the Plan.





 



5.          




Grants of Options





 



5.1          



Subject to the
provisions of the Plan, the Board shall, in its sole discretion and
from time to time, determine those Eligible Persons to whom Options
shall be granted and the date on which such Options are to be
granted (the “Grant
Date”). The Board shall also determine, in its sole
discretion, in connection with each grant of Options:





 



(a) 

the number of
Options to be granted;





 



(b) 

the Option Price
applicable to each Option, provided that the Option Price shall not
be less than the Market Value per Share on the Grant Date;
and





 



(c) 

the other terms and
conditions (which need not be identical and which, without
limitation, may include non-competition provisions) of all Options
covered by any grant.





 



6.          




Eligibility, Vesting and Terms of Options





 



6.1          



Options may be
granted to Eligible Persons only.





 



6.2          



Subject to the
adjustments provided for in Section 10 hereof, each Option shall
entitle the Optionee to purchase one Share.





 



6.3          



The option period
(the “Option
Period”) of each Option commences on the Grant Date
and expires no later than at 4:30 p.m. Vancouver time on the fifth
anniversary of the Grant Date. If an Option expires during a
Black-Out Period, then, notwithstanding any other provision of the
Plan, the Option shall expire 10 business days after the Black-Out
Period is lifted by the Company.





 



6.4          



Without restricting
the authority of the Board in respect of the terms of Options to be
granted hereunder, the Board may at its discretion, in respect of
any such Option, provide that the right to exercise such Option
will vest in instalments over the life of the Option or on the
achievement of performance vesting targets determined by the Board
at its discretion, with the Option being fully-exercisable only
when such required time 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, and in connection therewith
determine the terms under which vesting of the Options may be
accelerated.






 














 






 

 


 

 



6.5          



Any Optionee whose
employment or engagement is terminated:





 



(a) 

by the Company or a
related entity of the Company, as applicable, for any reason other
than for Cause or in the case of a Consultant, breach of contract,
at any time in the 12 months following a Change of Control of
the Company, or





 



(b) 

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





 


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

 



6.6          



Subject to Section
8, an Option which is not subject to vesting, may be exercised (in
each case rounded down to the nearest full Share) at any time
during the Option Period. Subject to Section 8, an Option which is
subject to vesting, may once vested in accordance with the vesting
terms, be exercised (in each case rounded down to the nearest full
Share) at any time during the Option Period.





 



6.7          



An Option is
personal to the Optionee and is non-assignable and non-transferable
otherwise than by will or by the laws governing the devolution of
property in the event of death of the Optionee.





 



7.          




Option Agreement





 



7.1          



Upon the grant of
an Option, the Company and the Optionee shall enter into an option
agreement, in a form set out in Appendix A or in such form as
approved by the Board (the “Option Agreement”), subject to the
terms and conditions of the Plan, which agreement shall set out the
Optionee’s agreement that the Options are subject to the
terms and conditions set forth in the Plan as it may be amended or
replaced from time to time, the Grant Date, the name of the
Optionee, the Optionee’s position with or relationship to the
Company or a related entity of the Company, as applicable, the
number of Options, the Option Price, the expiry date of the Option
Period and any vesting or other terms and conditions as the Board
may deem appropriate.





 



8.            


Termination of Employment, Engagement or Directorship





 



8.1          



With respect to
Optionees that are Executive Officers:






 














 






 

 


 

 



(a) 

in the event such
Optionee’s employment or engagement terminates for any reason
other than death or for Cause, the Optionee may exercise any Option
granted hereunder to the extent such Option was exercisable and had
vested on the date of termination no later than 365 days after such termination or such
later date within the Option Period first established by the Board
for such Option as the Board may fix; provided, however, that in no
event shall any Option be exercisable following the expiration of
the Option Period applicable thereto; and





 



(b) 

in the event such
Optionee’s employment or engagement is terminated for Cause,
each Option held by the Optionee that has not been effectively
exercised prior to such termination shall lapse and become null and
void immediately upon such termination.





 



8.2          



With respect to
Optionees that are not Executive Officers:





 



(a) 

in the event such
Optionee’s employment or engagement terminates for any reason
other than death or for Cause, the Optionee may exercise any Option
granted hereunder to the extent such Option was exercisable and had
vested on the date of termination no later than 30 days after such termination or such
later date within the Option Period first established by the Board
for such Option as the Board may fix; provided, however, that in no
event shall any Option be exercisable following the expiration of
the Option Period applicable thereto; and





 



(b) 

in the event such
Optionee’s employment or engagement is terminated for Cause,
each Option held by the Optionee that has not been effectively
exercised prior to such termination shall lapse and become null and
void immediately upon such termination.





 



8.3          



In the event of the
death of an Optionee, either while in the employment or engagement
of the Company, the Optionee’s estate may, within 365 days
from the date of the Optionee’s death, exercise any Option
granted hereunder to the extent such Option was exercisable and had
vested on the date of the Optionee’s death; provided,
however, that no Option shall be exercisable following the
expiration of the Option Period applicable thereto. The
Optionee’s estate shall include only the executors or
administrators of such estate and persons who have acquired the
right to exercise such Option directly from the Optionee by bequest
or inheritance.





 



8.4          



The Board may also
in its sole discretion increase the periods permitted to exercise
all or any of the Options covered by any Grant following a
termination of employment or engagement as provided in Subsections
8.1, 8.2 or 8.3 above, if allowable under applicable law; provided,
however, that in no event shall any Option be exercisable following
the expiration of the Option Period applicable
thereto.





 



8.5          



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





 



8.6          



Unless otherwise
agreed to in writing by the Board in accordance with this Section,
any reference to “termination”, “date of termination” or similar
references in the Plan:






 














 






 

 


 

 



(a) 

in the case of an
employee, is deemed to be the last day of active employment with
the Company or its related entity, as applicable, regardless of any
salary continuance or notice period provided or required under
applicable law or the reason for termination of employment (whether
with or without Cause or with or without notice); and





 



(b) 

in the case of a
Consultant, is deemed to be to the date that the relevant agreement
pursuant to which the Consultant is engaged by the Company or any
related entity of the Company, as applicable it
terminated;





 


it
being understood that any such reference means termination from the
last position that the Eligible Person had with the Company or any
related entity of the Company, as applicable (whether Options were
granted under this Plan or any previous equity incentive
plan).

 



8.7          



For greater
certainty (and subject to Subsections 6.5 and 8.6), an Option that
has not become vested on the date that the relevant termination
event referred to in this Section 8 occurred, shall not be or
become exercisable and shall be cancelled.





 



8.7          



If the date
pursuant to which any Option would cease to be exercisable pursuant
to Subsections 8.1, 8.2 or 8.3, in respect of the termination,
other than for Cause, of any Eligible Person, occurs during a
Black-Out Period, then, notwithstanding any other provision of the
Plan, the Option shall continue to be exercisable on or before the
date that is 10 business days after the Black-Out Period is lifted
by the Company.





 



9.          




Exercise of Options





 



9.1          



Subject to the
provisions of the Plan, an Option may be exercised from time to
time by delivery to the Company at its head office of a written
notice of exercise addressed to the Chief Executive Officer, the
President, the Chief Financial Officer or the Corporate Secretary
of the Company specifying the number of Shares with respect to
which the Option is being exercised, together with the appropriate
form of payment (to be determined by the Company) for the aggregate
of the Option Prices to be paid for the Shares to be purchased.
Certificates for such Shares shall be issued and delivered to or to
the direction of the Optionee within a reasonable time following
the receipt of such notice and payment.





 



10.          




Adjustment on Alteration of Share Capital





 



10.1          



In the event of a
subdivision, consolidation or reclassification of outstanding
Shares or other capital adjustment, the number of Shares reserved
or authorized to be reserved under the Plan, the number of Shares
receivable on the exercise of an Option and the Option Price
therefor 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.





 



10.2          



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),
any Share receivable on the exercise of an Option shall be
converted into the securities, property or cash which the Optionee
would have received upon such amalgamation, consolidation,
combination or merger if the Optionee had exercised his or her
Option immediately prior to the effective date of such
amalgamation, consolidation, combination or merger and the Option
Price shall be adjusted as may be deemed necessary or equitable by
the Board in its sole discretion and such adjustment shall be
binding for all purposes of the Plan.






 














 






 

 


 

 



10.3          



In the event of a
change in 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.





 



10.4          



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





 



10.5          



No adjustment
provided in this Section 10 shall require the Company to issue a
fractional Share and the total adjustment with respect to each
Option shall be limited accordingly.





 



10.6          



If, at any time
when an Option granted under the Plan remains unexercised, 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 Optionee as soon as
practicable and the Board may, in a fair and equitable manner, at
its option, require the acceleration of the time for the exercise
of the Options granted under the Plan and of the time for or waiver
of the fulfillment of any conditions or restrictions on such
exercise (including without limitation, vesting
requirements).





 



10.7          



Notwithstanding any
other provision herein, if because of a proposed merger,
amalgamation 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, at its option determine the manner in which all unexercised
option rights granted under the Plan shall be treated including,
for example, requiring the acceleration of the time for the
exercise of such rights by the Optionees and of the time for or the
waiver of the fulfillment of any conditions or restrictions on such
exercise (including without limitation, vesting requirements) or
providing that any Share which would be receivable prior to the
effective time of the Business Combination on the exercise of an
Option be replaced with the securities, property or cash which the
Optionee would have received if the Optionee had exercised his or
her Option immediately prior to the effective time of the Business
Combination and make any necessary adjustment, including
adjustments to the Option Price, as may be deemed necessary or
equitable by the Board in its sole discretion. All determinations
of the Board under this Subsection 10.7 shall be binding for all
purposes of the Plan. Any adjustments made by the Board in the
context of a Business Combination are subject to TSX
approval.





 



10.8          



In order to permit
Optionees to participate in a proposed Take-Over Bid or a proposed
Business Combination that could result in a Change of Control, the
Board may make appropriate provisions for the exercise of Options
(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.






 














 






 

 


 

 



11.          




Regulatory Approval





 



11.1       



Notwithstanding any
of the provisions contained in the Plan, Option Agreement or any
term of the Option, the Company’s obligations hereunder,
including obligations to grant Options and issue Shares and to issue and
deliver certificates for such securities to an Optionee pursuant to
the exercise of an Option shall be subject to:





 



(a) 

compliance with all
applicable laws, regulations, rules, orders of governmental or
regulatory authorities in Canada and the United States or any other
applicable jurisdiction (“Securities
Regulators”);





 



(b) 

compliance with the
requirements of the Exchange;





 



(c) 

compliance with the
Company’s insider trading policy; and





 



(d) 

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





 



11.2       



The Company shall
in no event be obligated to take any action in order to comply with
any laws, regulations, rules, orders or requirements.





 



11.3   



Notwithstanding any
provisions in the Plan, Option Agreement or any term of the Option,
if any amendment, modification or termination to the provisions
hereof or any Option made pursuant hereto are required by any
Securities Regulators, 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 and thereupon the terms of
the Plan, any Options, including any option agreement made pursuant
hereto, shall be deemed to be amended accordingly without requiring
the consent or agreement of any Optionee or shareholder
approval.





 



12.   



Terms and Conditions of Options Granted to U.S.
Participants





 



12.1  



This Section 12
applies only to U.S. Participants. In this Section 12, the
following words and phrases shall have the following
meanings:





 



(a) 

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





 



(b) 

“Disability” means, with respect to
any U.S. Participant, that such U.S. Participant is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or that has lasted, or can be expected
to last, for a continuous period of not less than twelve (12)
months. The preceding definition of the term
“Disability” is intended to comply with, and will be
interpreted consistently with, sections 22(e)(3) and 422(c)(6) of
the Code.






 














 






 

 


 

 



(c) 

“Fair Market Value” means, with
respect to any property (including, without limitation, any Share),
the fair market value, as of a given date, of such property,
determined by such methods or procedures as are established from
time to time by the Board. Unless otherwise determined by the
Board, the fair market value of a Share as of a given date will be
the closing board lot sale price per share of a Share on the
Exchange on the trading day immediately preceding such
date.





 



(d) 

“Grant Date” means, with respect to
any Option, the date on which the Board grants the
Option.





 



(e) 

“Incentive Stock Option” means an
Option that is intended to qualify as an “incentive stock
option” pursuant to section 422 of the Code.





 



(f) 

“Nonqualified Stock Option” means
an Option that is not an Incentive Stock Option.





 



(g) 

“Option” means an option to acquire
Shares granted under this Plan.





 



(h) 

“Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations
beginning with the Company, if each corporation (other than the
last corporation) in such chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. The preceding
definition of the term “Subsidiary” is intended to comply
with, and will be interpreted consistently with, section 424(f) of
the Code.





 



(i) 

“U.S. Employee” means a person who
is an employee of the Company (or of any Subsidiary) for purposes
of section 422 of the Code.





 



(j) 

“U.S. Participant” means an
Optionee who is a citizen of the United States or a resident of the
United States, in each case as defined in section 7701(a)(30)(A)
and section 7701(b)(1)of the Code.





 



(k) 

“10% Shareholder” means any person
who owns, taking into account the constructive ownership rules set
forth in section 424(d) of the Code, more than ten percent (10%) of
the total combined voting power of all classes of stock of the
Company (or of any Parent or Subsidiary).





 



12.2  



Notwithstanding any
other provision of this Plan to the contrary, the aggregate number
of Shares available for Incentive Stock Options shall not exceed
47,924,118 Shares, subject to adjustment pursuant to Article 10 of
this Plan and subject to the provisions of sections 422 and 424 of
the Code.





 



12.3    



Each option
agreement with respect to an Option granted to a U.S. Participant
shall specify whether the related Option is an Incentive Stock
Option or a Nonqualified Stock Option. If no such specification is
made in an option agreement, the related Option will
be:






 














 






 

 


 

 



(a) 

an Incentive Stock
Option if all of the requirements under the Code that must be
satisfied in order for such Option to qualify as an Incentive Stock
Option are satisfied; or





 



(b) 

in all other cases,
a Nonqualified Stock Option.





 



12.4  



In addition to the
other terms and conditions of this Plan (and notwithstanding any
other term or condition of this Plan to the contrary), the
following limitations and requirements will apply to an Incentive
Stock Option:





 



(a) 

An Incentive Stock
Option may be granted only to a U.S. Employee.





 



(b) 

The aggregate Fair
Market Value of the Shares (determined as of the applicable Grant
Date) with respect to which Incentive Stock Options are exercisable
for the first time by any U.S. Participant during any calendar year
(pursuant to this Plan and all other plans of the Company and of
any Parent or Subsidiary) will not exceed one hundred thousand
dollars (U.S.$100,000) or any other limitation subsequently set
forth in section 422(d) of the Code. To the extent that such
limitation is exceeded, the options in excess of such limitation
will be treated as Nonqualified Stock Options.





 



(c) 

The exercise price
per Share payable upon exercise of an Incentive Stock Option will
be not less than one hundred percent (100%) of the Fair Market
Value of a Share on the applicable Grant Date; provided, however,
that the exercise price per Share payable upon exercise of an
Incentive Stock Option granted to a U.S. Participant who is a 10%
Shareholder on the applicable Grant Date will be not less than one
hundred ten percent (110%) of the Fair Market Value of a Share on
the applicable Grant Date. Under no circumstances shall the
exercise price of an Option be less than the closing board lot sale
price per share of a Share on the Exchange on the trading day
immediately preceding the Grant Date.





 



(d) 

No Incentive Stock
Option may be granted more than ten (10) years after the earlier of
(i) the date on which the Board adopts the most recent amendment
and restatement of the Plan or (ii) the date on which the
shareholders of the Company approve such most recent amendment and
restatement of the Plan.





 



(e) 

An Incentive Stock
Option will terminate and no longer be exercisable no later than
the earlier of the term set by the Board and five (5) years after
the applicable Grant Date.





 



(f) 

If a U.S.
Participant who has been granted an Incentive Stock Option ceases
to be a U.S. Employee, then, in order to retain its status as an
Incentive Stock Option for U.S. federal tax purposes such Option
must be exercised within the time limits set forth below. Failure
to exercise such Incentive Stock Options within the following time
limits will result in the Option ceasing to be an Incentive Stock
Option.






 














 






 

 


 

 



(i) 

If a U.S.
Participant who has been granted an Incentive Stock Option ceases
to be a U.S. Employee due to the death of such U.S. Participant,
such Incentive Stock Option may be exercised (to the extent such
Incentive Stock Option was exercisable on the date of death) by the
estate of such U.S. Participant, or by any person to whom such
Incentive Stock Option was transferred in accordance with
Subsection 6.8, for a period of one (1) year after the date of
death (but in no event beyond the term of such Incentive Stock
Option).





 



(ii) 

If a U.S.
Participant who has been granted an Incentive Stock Option ceases
to be a U.S. Employee due to the Disability of such U.S.
Participant, such Incentive Stock Option may be exercised (to the
extent such Incentive Stock Option was exercisable on the date of
Disability) by such U.S. Participant for a period of one (1) year
after the date of Disability (but in no event beyond the term of
such Incentive Stock Option).





 



(iii) 

If a U.S.
Participant who has been granted an Incentive Stock Option ceases
to be a U.S. Employee for any reason other than the death or
Disability of such U.S. Participant or termination for Cause, such
Incentive Stock Option may be exercised (to the extent such
Incentive Stock Option was exercisable on the date of termination)
by such U.S. Participant for a period of three (3) months after the
date of termination (but in no event beyond the term of such
Incentive Stock Option). If an Option ceases to be an Incentive
Stock Option by virtue of this paragraph, it will be treated as a
Nonqualified Stock Option and the provisions in Subsection 8.1 or
8.2, as applicable, will apply with respect to the period during
which the Option may be exercised.





 


For
purposes of this Subsection 12.4(f), the employment of a U.S.
Participant who has been granted an Incentive Stock Option will not
be considered interrupted or terminated upon (a) sick leave,
military leave or any other leave of absence approved by the
Administrator that does not exceed ninety (90) days in the
aggregate; provided, however, that if reemployment upon the
expiration of any such leave is guaranteed by contract or
applicable law, such ninety (90) day limitation will not apply, or
(b) a transfer from one office of the Company (or of any Parent or
Subsidiary) to another office of the Company (or of any Parent or
Subsidiary) or a transfer between the Company and any Parent or
Subsidiary.

 


For
greater certainty, under no circumstances shall the above time
limits apply to extend the time limits applicable under Section
8.

 



(g) 

An Incentive Stock
Option granted to a U.S. Participant may be exercised during such
U.S. Participant’s lifetime only by such U.S.
Participant.





 



(h) 

An Incentive Stock
Option granted to a U.S. Participant may not be transferred,
assigned, pledged, hypothecated or otherwise disposed of by such
U.S. Participant, except by will or by the laws of descent and
distribution.





 



12.5   



In the event that
this Plan is not approved by the shareholders of the Company as
required by Section 422 of the Code within twelve (12) months
before or after the date on which this Plan is adopted by the
Board, any Incentive Stock Option granted under this Plan will
automatically be deemed to be a Nonqualified Stock
Option.






 














 






 

 


 

 



12.6  



Any adjustment,
amendment or termination of outstanding Options granted to U.S.
Participants will occur only if such actions are undertaken in
accordance with Code Section 409A on a basis consistent with the
regulations thereunder.





 



12.7  



All Options and
Shares issued pursuant to the Plan will be issued pursuant to the
registration requirements of the U.S. Securities Act or an
exemption from such registration requirements.





 



13.



Miscellaneous





 



13.1       



An Optionee
entitled to Shares as a result of the exercise of an Option shall
not be deemed for any purpose to be, or to have rights as, a
shareholder of the Company by such exercise, except to the extent
Shares are issued therefor and then only from the date such Shares
are issued. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to
the date such Shares are issued pursuant to the exercise of
Options.





 



13.2      



If the Company or
any of its related entities, as applicable, 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 respect of the
issuance or delivery of the Options or Shares to the Optionee, the
Company or the related entity may deduct and withhold such amount
or amounts from any payment made by the Company or the related
entity to such Optionee, 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 with a withholding obligation as described above may require
an Optionee, as a condition of exercise of an Option, to pay to the
Company or related entity, 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
the Options or Shares to the Optionee, or to reimburse the Company
or related entity for such amount. Under no circumstances shall the
Company or any related entity be responsible for funding the
payment of any tax, social security contributions or other source
deductions on behalf of the Optionee or for providing any tax
advice to them.





 



14.        




Amendment and Termination





 



14.1       



The Plan is
effective as of June 21, 2018. Any amendments made are effective as
of the date amended.





 



14.2       



The Board may,
subject to Shareholder approval, amend the Plan at any time.
Notwithstanding the foregoing, the Board is specifically authorized
to amend or revise the terms of the Plan without obtaining
Shareholder approval in the following circumstances:





 



(a) 

to change the
termination provisions of the Options or Plan which does not extend
beyond the original expiry date;






 














 






 

 


 

 



(b) 

to add a cashless
exercise feature, payable in cash or securities, whether or not the
feature provides for a full deduction of the number of underlying
securities from the reserved Shares; and





 



(c) 

other amendments of
a housekeeping nature, including the correction or rectification of
any ambiguities, defective or inconsistent provisions, errors,
mistakes or omissions herein and updating provisions herein to
reflect changes in the governing laws, including tax laws, and the
TSX requirements.





 


Except
as otherwise permitted by the TSX, amendments to this provision as
well as amendments to the number of Shares issuable under the Plan
(including an increase to a fixed maximum number of Shares or a
fixed maximum percentage of Shares, as the case may be, or a change
from a fixed maximum number of shares to a fixed maximum
percentage), may not be made without obtaining approval of the
Shareholders in accordance with TSX requirements. For greater
certainty, an increase does not include reloading after exercise
under a fixed maximum number or percentage provided the fixed
maximum or percentage is not increased and the Plan otherwise
permits reloading.

 



14.3     



The Board may
suspend or terminate the Plan at any time. No action by the Board
to terminate the Plan pursuant to this Section 14 shall affect any
Options granted hereunder pursuant to the Plan prior to
termination.





 



14.4     



Except as set out
below, the Board may (without Shareholder approval) amend, modify
or terminate any outstanding Option, including, but not limited to,
substituting another award of the same or of a different type or
changing the date of exercise; provided, however that, the
Optionee’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 Optionee or
is specifically permitted hereunder.





 


The
exercise price of any outstanding Options may not be reduced and
the original Option Period extended unless Shareholder approval is
obtained by way of a resolution passed by a majority of the votes
cast by the Shareholders at a meeting of Shareholders. The Option
Price of any outstanding Options may not be reduced and the
original term of the Option Period may not be extended to the
benefit of Insiders unless disinterested Shareholder approval is
obtained in accordance with TSX requirements.




256815.00007/91955158.6








 







APPENDIX A

 



INCENTIVE STOCK OPTION PLAN

 



OPTION AGREEMENT

 



1. 

This Option
Agreement is entered into between Eldorado Gold Corporation (the
“Company”) and
the Optionee as defined below.





 



2. 

The Optionee
acknowledges having received a copy of the Company’s
Incentive Stock Option Plan effective as of June 21, 2018, as
amended or amended and/or restated from time to time (the
“Plan”), a copy
of which is attached hereto, that he or she has read and
understands the Plan and that the terms therein (including any
amendments thereto since the Grant Date) govern the grant
hereunder.





 



3. 

Subject to the
terms and conditions of the Plan, the Company grants the Optionee
the options set out below on the terms and conditions set out
below.






	
 

	

Grant
Date:

	
 

 


	
 

	

Optionee:

	
 

	

 


(the
“Optionee”)


	
 

	

 


Optionee’s
Position


with/relationship
to


the
Company or


related
entity:

	
 

 


	
 

	

Number
of Options:

	
 

 


	
 

	

 


Option
Price


($ per
Share):

	

 


$


	
 

	

Vesting
Period:

	
 

 


	
 

	

 


Vesting
Performance


Targets:

	
 

 


	
 

	

 


Expiry
Date of


Option
Period:

	
 

 






 



4. 

Subject to the
Plan, each Option that has vested entitles the Optionee to purchase
one Share at any time up to 4:30 p.m. Vancouver time on the expiry
date of the Option Period.





 



5. 

This Option
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 Optionee. In the case of any
inconsistency between this Option Agreement and the Plan, the Plan
shall govern. Unless otherwise indicated, all defined terms shall
have the respective meanings attributed thereto in the
Plan.






 




 








 






 

 


 

 



6. 

The Optionee
acknowledges that the Company makes no representation or warranty
as to the future value of any Option granted hereunder or Shares
issuable thereto.





 



7. 

The Optionee
acknowledges and agrees that the Optionee will, at all times, act
in strict compliance with any and all applicable laws and any
policies of the Company applicable to the Optionee in connection
with the Plan.





 



8. 

The Optionee
acknowledges that if the Company or any of its related entities, as
applicable, are 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 respect of the issuance or delivery of the Options or
Shares to the Optionee, the Company or the related entity may
deduct and withhold such amount or amounts from any payment made by
the Company or the related entity to such Optionee, whether or not
such payment is made pursuant to this Plan. The Optionee also
acknowledges that under no circumstances shall the Company or any
related entity of the Company be responsible for funding the
payment of any tax, social security contributions or other source
deductions on behalf of the Optionee or for providing any tax
advice to the Optionee.





 



9. 

The Optionee hereby
acknowledges that the Options and Shares issued on exercise 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 or a related
entity of the Company as to tax or legal ramification of the grant
of Options hereunder or Shares issuable thereto and that he or she
has been advised to seek independent tax advice as he or she deems
necessary.





 



10. 

[OPTION - Insert if
Optionee is a U.S. Participant and US Employee as defined in
Section 12 of the Plan and ISOs are being granted]
[Unless this grant notice specifies
otherwise, Options that meet the requirements of Code Section 422
and applicable regulations will be Incentive Stock Options
(“ISOs”). U.S. Participants should refer to Section 12
of the Plan for provisions relating to ISOs. In addition, U.S.
Participants should consult with their personal tax advisor with
regard to the tax consequences relating to the exercise of an ISO
and the subsequent sale of Shares, including the holding period
requirement with respect to Shares received upon exercise of an ISO
in order to retain favourable ISO tax treatment, and the possible
alternative minimum tax implications as a result of exercise of an
ISO (the latter will depend on the individual tax situation of the
Optionee). OR





 


Insert
if Optionee is a U.S. Participant and Nonqualified Stock Option is
being granted:

 



These Options are Nonqualified Stock Options.]


 




 








 






 

 


 

 



By signing this agreement, the Optionee acknowledges that he, she,
or his or her authorized representative has read and understands
the Plan.

 


IN
WITNESS WHEREOF the parties hereto have executed this Option
Agreement as of the _____ day of _______________,
_____.


 


 


	
 

	
 

	


ELDORADO GOLD CORPORATION


	
 

	
 

	
 

	

Per:

	
 

 

 


	
 

	
 

	
 

	
 

	

Authorized
Signatory






 



Acknowledged and Agreed to:


 


	
 

	
 

	
 


	
 

	

)


)


)

	
 


	

Signature
of Optionee

	

)

	

Signature
of Witness


	
 

	

)


)


)

	
 


	

Name
and Title of Optionee

	

)

	

Name of
Witness