Exhibit 10.1


 





 


 


 


NOVAGOLD
RESOURCES INC.


 


 


 


 


 


 


 


 


 


 






 


2004 STOCK AWARD PLAN (AS
AMENDED)


 





 






 


 


 


Effective May 11, 2004, as amended
April 26, 2005

(with effective date of amendment of March 10, 2006),

As Further Amended May 31, 2007, As Further Amended March 10, 2009

(with effective date of amendment of May 26, 2009), As Further Amended April 25, 2012,

As Further Amended June 5, 2014, As Further Amended January 25, 2017, as Further Amended January 23, 2019.


 


 


 


 



     


     


    







 


NOVAGOLD RESOURCES INC.


 


2004 STOCK AWARD PLAN (AS AMENDED)


 


Part
1

INTERPRETATION


 


 


	1.01		Definitions In this Plan
                                         the following words and phrases shall have the following meanings, namely:






 


		(a)	“Award” shall mean any award or benefit granted under the Plan, including Options,
SARs and Tandem SARs;



 


		(b)	“Award Agreement” means the written or electronic agreement between the Company
and an Awardee relating to the granting of an Award, in the form or substantially in the form of Exhibit A attached to this Plan,
and containing such terms and conditions as are required by Exchange Policy and Securities Laws;



 


		(c)	“Awardee” shall mean the holder of an outstanding Award;



 


		(d)	“Award Price” means the price at which an Option or a SAR may be granted in
accordance with Exchange Policy and Securities Laws. The Award Price shall not be less than the Fair Market Value of a Share on
the date of grant of the Award;



 


		(e)	“Board” means the board of directors of the Company and includes any committee
of directors appointed by the directors as contemplated by Section 3.01 hereof;



 


		(f)	“Cause” has the meaning ascribed to the phrase “cause” or “just
cause for termination” under the laws of British Columbia;



 


		(g)	“Change of Control” means:



 


		(i)	the acquisition whether directly or indirectly, by a person or company, or any persons or companies
acting jointly or in concert (as determined in accordance with the Securities Act (British Columbia) and the rules and regulations
thereunder) of voting securities of the Corporation which, together with any other voting securities of the Corporation held by
such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities
of the Corporation;



 


		(ii)	an amalgamation, arrangement or other form of business combination of the Corporation with another
company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding
voting securities of the Corporation (including a merged or successor company) resulting from the business combination; or



 


		(iii)	the sale, lease or exchange of all or substantially all of the property of the Corporation to another
person, other than a subsidiary of the Corporation or other than in the ordinary course of business of the Corporation;



 


		(h)	“Company” means NovaGold Resources Inc.;



 


		(i)	“Designated Subsidiary” means an entity (including, for greater certainty, a
partnership) which is controlled by the Company and which has been designated by the Company for purposes of the Plan from time
to time, and for the purposes of this definition, a person (first person) is considered to control another person (second person)
if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue
of:



 


		(i)	ownership of or direction over voting securities in the second person,



 



     


     


    




		(ii)	a written agreement or indenture,



 


		(iii)	being the general partner or controlling the general partner of the second person, or



 


		(iv)	being a trustee of the second person;



 


		(j)	“Director” means any director of the Company or of any of its Designated Subsidiaries;



 


		(k)	“Eligible Consultant” means an individual, other than an Employee that (i) is
engaged to provide on a bona fide basis consulting, technical, management or other services to the Company or any Designated
Subsidiary under a written contract between the Company or the Designated Subsidiary and the individual or a company of which the
individual consultant is an employee (other than services related to a distribution or services that directly or indirectly promote
or maintain a market for the Company’s securities) and (ii) in the reasonable opinion of the Company, spends or will spend
a significant amount of time and attention on the affairs and business of the Company or a Designated Subsidiary;



 


		(l)	“Employee” means any individual in the employment of the Company or any of its
Designated Subsidiaries or any combination or partnership of such companies or of a company providing management or administrative
services to the Company;



 


		(m)	“Exchange” means The Toronto Stock Exchange and any other stock exchange on
which the Shares are listed for trading;



 


		(n)	“Exchange Policy” means the policies, bylaws, rules and regulations of the Exchange
governing the granting of awards by the Company pursuant to Security Based Compensation Arrangements, as amended from time to time;



 


		(o)	“Expiry Date” means not later than five years from the date of grant of the
Award; provided, however, that if at any time the expiry of the term of an Award should be determined to occur either during a
period in which the trading of Shares by the Awardee is restricted under the insider trading policy or other policy of the Company
or within ten business days following such a period, such Expiry Date shall be deemed to be the date that is the tenth business
day following the date of expiry of such restriction;



 


		(p)	“Fair Market Value” means, with respect to any property (including, without
limitation, any Shares), the fair market value of such property determined by such methods or procedures as are established from
time to time by the Board in accordance with Exchange Policy. Unless otherwise determined by the Board, the fair market value of
a Share as of a given date will be (a) the price at which the last recorded sale of a board lot of Shares took place on the Exchange
during the trading day immediately preceding the date in question or (b) if there was no such sale, the price of the last recorded
sale of a board lot of Shares on the Exchange on the most recent preceding date on which such a sale took place;



 


		(q)	“Good Reason” means the occurrence of any one or more of the following without
a Participant’s written consent:



 


		(i)	a material change in the Participant’s position or duties, responsibilities, title or office
in effect immediately prior to a Change of Control, which includes any removal of the Participant from or any failure to re-elect
or re-appoint the Participant to any such position or office;



 


		(ii)	a reduction in the Participant’s overall annual compensation for services provided to the
Corporation in the cumulative amount of 5% or more within a 12 month period;



 


		(iii)	any change to the terms or conditions of the employment of the Participant that would constitute
“constructive dismissal” as that term is defined at common law which the Company fails to remedy within thirty (30)
days of receiving written notice from the Participant of any such change; or



 



     


     


    




		(iv)	the Corporation relocating the Participant to any place other than the location at which the Participant
reported for work on a regular basis immediately prior to a Change of Control or a place within 25 miles of that location;



 


		(r)	“Insider” has the meaning ascribed thereto in Exchange Policy;



 


		(s)	“Joint Actor” means a person acting “jointly or in concert with”
another person as that phrase is interpreted in section 96 of the Securities Act;



 


		(t)	“Nonqualified Stock Option” means an Option granted to a U.S. Participant that
is not intended to qualify as an “incentive stock option” within the meaning of section 422 of the U.S. Internal Revenue
Code of 1986, as amended;



 


		(u)	“Option” means an option to acquire Shares granted under this Plan;



 


		(v)	“Officer” means any senior officer of the Company or of any of its Designated
Subsidiaries;



 


		(w)	“Participant” means a Director, Officer, Employee or Eligible Consultant;



 


		(x)	“Plan” means this stock award plan as from time to time amended;



 


		(y)	“SAR” or “Stock Appreciation Right” means the right to receive
an amount, in Shares, equal to the excess of the Fair Market Value of a specified number of Shares as of the date the SAR is exercised
over the SAR Price for such shares;



 


		(z)	“SAR Price” means the Award Price of a SAR, determined on the grant date of
the SAR, as set forth in the Award Agreement;



 


		(aa)	“Securities Act” means the Securities Act (British Columbia), as amended,
from time to time;



 


		(bb)	“Securities Laws” means the act, policies, bylaws, rules and regulations of
the securities commissions governing the Company, as amended from time to time;



 


		(cc)	“Security Based Compensation Arrangement” has the meaning ascribed thereto in
the TSX Company Manual;



 


		(dd)	“Shares” means common shares of the Company;



 


		(ee)	“Tandem SAR” means a SAR granted in tandem with a related Option which gives
the Awardee the right to surrender to the Company all or a portion of the related Option and to receive a distribution in Shares
in an amount equal to the excess of the Fair Market Value of a specified number of Shares as of the date the SAR is exercised over
the SAR Price for such Shares, which shall be the same price as the Award Price of the related Option. A Tandem SAR will have the
same other terms and provisions as the related Option. To the extent a Tandem SAR is exercised, the related Option will terminate
at the time of such exercise; and



 


		(ff)	“Vested” means that an Award has become exercisable in accordance with the terms
of this Plan and any applicable Award Agreement.



 


	1.02		Gender Throughout this
                                         Plan, words importing the masculine gender shall be interpreted as including the female
                                         gender.






 


Part
2

PURPOSE OF PLAN


 


	2.01		Purpose The purpose of
                                         this Plan is to attract and retain Employees, Eligible Consultants, Officers or Directors
                                         to the Company and to motivate them to promote the success of the Company’s business
                                         by aligning their financial interests to those of the Company and to long-term shareholder
                                         value.






 






     


     


    

 


Part
3

GRANTING OF STOCK AWARD


 


	3.01		Administration This Plan shall be administered by the Board or, if the Board so elects, by a committee (which may
consist of only one person) appointed by the Board from its members.






 


	3.02		Committee’s Recommendations
                                         The Board may accept all or any part of recommendations of the committee or may refer
                                         all or any part thereof back to the committee for further consideration and recommendation.






 


	3.03		Grant by Resolution The Board, on its own initiative or, a committee of the Board duly appointed for the purpose
of administering this Plan, may, by resolution, designate all eligible persons who are Employees, Eligible Consultants, Officers
or Directors, or corporations employing or wholly owned by such Employee, Eligible Consultant, Officer or Director, to whom an
Award should be granted and specify the terms of such Award which shall be in accordance with Exchange Policy and Securities Laws.
Awards that are intended to be “qualified performance-based compensation” within the meaning of section 162(m) of the
U.S. Internal Revenue Code (“Section 162(m)”) shall be granted by a committee consisting of two or more “outside
directors” as defined under Section 162(m).






 


	3.04		Award Types. Awards granted hereunder may be Options, SARs or Tandem SARs, at the discretion of the Board and as
reflected in the terms of the Award Agreement.






 


	3.05		Terms of Award The resolution of the Board shall specify the number of Shares that should be placed under Award to
each such Employee, Eligible Consultant, Officer or Director, the Award Price of each such Award, and the period during which such
Award may be exercised.






 


	3.06		Stock Options Options may be granted to Participants at any time as determined by the Board. The Board shall determine
the number of Shares subject to each Option. Options granted under the Plan shall be Nonqualified Stock Options.









 


	3.07		Stock Appreciate Rights Stock Appreciation Rights may be granted to Participants at any time as determined by the
Board. A SAR may be granted in tandem with an Option granted under this Plan or on a free-standing basis. A SAR may be exercised
upon such terms and conditions and for the term as the Board, in its sole discretion, determines, provided, however, that the term
shall not exceed the Option term in the case of a Tandem SAR or five years in the case of a free-standing SAR. Upon exercise of
a SAR, the Participant shall be entitled to receive payment from the Company in an amount determined by multiplying the excess
of the Fair Market Value of a Share on the date of exercise over the Award Price of the SAR by the number of Shares with respect
to which the SAR is exercised. The payment shall be made in Shares, the number of which shall be calculated by dividing the payment
amount by the Fair Market Value of the Shares on the exercise date.






 


	3.08		Award Agreement Every Award granted under this Plan shall be evidenced by an Award Agreement and, where not expressly
set out in the Award Agreement, the provisions of such Award Agreement shall conform to and be governed by this Plan. In the event
of any inconsistency between the terms of any Award Agreement and this Plan, the terms of this Plan shall govern.



 





Part
4

CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF AN AWARD


 


	4.01		Exercise Price The exercise price of an Award granted under this Plan shall not be less than the Award Price at the
time of granting the Award.



 





	4.02		Expiry Date Each Award shall, unless sooner terminated, expire on a date to be determined by the Board, and as set
forth in the Award Agreement on the date of grant, which will not be later than the Expiry Date.






 


	4.03		Different Exercise Periods, Prices and Number The Board may, in its absolute discretion, upon granting an Award under
this Plan, and subject to the provisions of Section 6.03 hereof, specify a particular time period or periods following the date
of granting the Award during which the Awardee may exercise his Award, may designate the Award Price in respect of which such Awardee
may exercise his Award during each such time period and may determine and impose terms upon which each Award shall become Vested.






 



     


     


    




 


	4.04		Number of Shares , To One Person The number of Shares reserved for issuance to any one person pursuant to Awards
granted under this Plan shall not exceed 5% of the outstanding Shares at the time of granting of the Award, and no one person may
be granted any Award or Awards for more than Ten Million (10,000,000) Shares (subject to adjustment as provided for in Part 6),
in the aggregate in any calendar year.



 





	4.05		Termination of Employment If a Director, Officer, Employee or Eligible Consultant ceases to be so engaged by the
Company for any reason other than death, such Director, Officer, Employee or Eligible Consultant shall have such rights to exercise
any Vested Award not exercised prior to such termination within the lesser of six months from the date of the termination, unless
otherwise extended by the Board, in its absolute discretion, or the Expiry Date of the Award; provided that if the termination
is for just cause the right to exercise the Vested Award shall terminate on the date of termination unless otherwise determined
by the Directors. Subject to Section 6.05, all non-Vested Awards shall terminate on the date of termination.



 





	4.06		Death of Awardee If a Director, Officer, Employee or Eligible Consultant dies prior to the expiry of his Award, his
legal representatives may, within the lesser of one year from the date of the Awardee’s death or the Expiry Date of the Award,
exercise that portion of a Vested Award granted to the Director, Officer, Employee or Eligible Consultant under this Plan which
remains outstanding.






 


	4.07		Assignment No Award granted under this Plan or any right thereunder or in respect thereof shall be transferable or
assignable otherwise than by will or pursuant to the laws of succession except that, if permitted by all applicable Securities
Laws and the rules and policies of the Exchange, an Awardee shall have the right to assign any Award granted to him hereunder to
a trust or similar legal entity established by such Awardee.






 


	4.08		Notice Awards shall be exercised only by written notice to the Company in accordance with the terms and conditions
of this Plan and the applicable Award Agreement.






 


	4.09		Payment Vested Awards may
                                         be exercised at any time in whole or in part prior to their lapse or termination. Payment
                                         in respect of the exercise of an Option may be made in cash or by check, or the Board
                                         may, in its discretion and to the extent permitted by law, allow such payment to be made
                                         through a broker-assisted cashless exercise mechanism or by such other method as the
                                         Board may determine to be appropriate.






 


	4.10		Securities Laws Notwithstanding any other provision contained in this Plan, no holder may exercise any Award granted
under this Plan and no Shares may be issued upon exercise of an Award unless such exercise and issuance are in compliance with
all applicable Securities Laws.






 


Part
5

RESERVE OF SHARES FOR AWARDS


 


	5.01		Sufficient Authorized Shares to be Reserved Whenever the Memorandum or Articles of the Company limit the number of
authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of Awards granted under
this Plan. Shares that were the subject of Awards that have lapsed or terminated shall thereupon no longer be in reserve and may
once again be subject to an Award granted under this Plan.






 


	5.02		Shares Subject to the Plan Subject to adjustment as provided in Part 6, the shares to be offered under the Plan shall
consist of shares of the Company’s authorized but unissued common shares. The aggregate number of Shares to be delivered
upon the exercise of all Awards granted under the Plan shall not exceed 10% of the issued and outstanding Shares of the Company
at the time of granting of Awards (on a non-diluted basis).






 


	5.03		Maximum Number of Shares Reserved The maximum number of Shares issuable to Insiders pursuant to the Plan, together
with any Shares issuable pursuant to any other Security Based Compensation Arrangement, at any time, shall not exceed 10% of the
total number of outstanding Shares. The maximum number of Shares issued to Insiders pursuant to the Plan, together with any Shares
issued pursuant to any other Security Based Compensation Arrangement, within any one year period, shall not exceed 10% of the total
number of outstanding Shares.






 



     


     


    




Part
6

CHANGES IN AWARDS


 


	6.01		Share Consolidation or Subdivision In the event that the Shares are at any time subdivided or consolidated, the number
of Shares reserved for granting of Awards and the price payable for any Shares that are then subject to Awards shall be adjusted
accordingly.





 


	6.02		Stock Dividend In the event that the Shares are at any time changed as a result of the declaration of a stock dividend
thereon, the number of Shares reserved for granting of Awards and the price payable for any Shares that are then subject to Awards
may be adjusted by the Board to such extent as they deem proper in their absolute discretion.






 


	6.03		Effect of a Take-Over Bid
                                         If a bona fide offer (an “Offer”) for Shares is made to the Awardee
                                         or to shareholders of the Company generally or to a class of shareholders which includes
                                         the Awardee, which Offer, if accepted in whole or in part, would result in the offeror
                                         becoming a control person of the Company, within the meaning of subsection 1(1) of the
                                         Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify
                                         each Awardee of full particulars of the Offer, whereupon all Options or SARs subject
                                         to such Award will become Vested and the Award may be exercised in whole or in part by
                                         the Awardee so as to permit the Awardee to tender the Shares received upon such exercise,
                                         pursuant to the Offer. However, if:






 


		(a)	the Offer is not completed within the time specified therein; or



 


		(b)	all of the Shares tendered by the Awardee pursuant to the Offer are not taken up or paid for by
the offeror in respect thereof,



 


			then the Shares received upon such exercise,
or in the case of clause (b) above, the Shares that are not taken up and paid for, may be returned by the Awardee to the Company
and reinstated as authorized but unissued Shares and with respect to such returned Shares, the Award shall be reinstated as if
it had not been exercised and the terms upon which such Awards were to become Vested pursuant to this section shall be reinstated.
If any Shares are returned to the Company under this Section 6.03, the Company shall immediately refund the exercise price to the
Awardee for such Shares.





 
 	6.04		Acceleration of Expiry Date If an Offer is made by an offeror at any time when an Award granted under the Plan remains
unexercised, in whole or in part the Directors may, upon notifying each Awardee of full particulars of the Offer, declare all
Shares issuable upon the exercise of Awards granted under the Plan, Vested, and declare that the Expiry Date for the exercise
of all unexercised Awards granted under the Plan is accelerated so that all Awards will either be exercised or will expire prior
to the date upon which Shares must be tendered pursuant to the Offer.






 


	6.05		Effect of a Change of Control With respect to grants made prior to January 23, 2019, if a Change of Control occurs,
all Shares subject to each such outstanding Award will become Vested, whereupon such Award may be exercised in whole or in part
by the Awardee. With respect to grants made on or after January 23, 2019, if the employment of an Awardee is terminated by the
Company other than for Cause or if the Awardee resigns for Good Reason, in each case, within 12 months following a Change of Control,
all of the Awardee’s Awards shall vest immediately prior to the Awardee’s date of termination.






 


Part
7

EXCHANGE’S RULES AND POLICIES APPLY


 


	7.01		Exchange’s Rules and Policies Apply This Plan and the granting and exercise of any Awards hereunder are also
subject to such other terms and conditions as are set out from time to time in the rules and policies on security based compensation
awards of the Exchange and any securities commission having authority and such rules and policies shall be deemed to be incorporated
into and become a part of this Plan. In the event of an inconsistency between the provisions of such rules and policies and of
this Plan, the provisions of such rules and policies shall govern.






 



     


     


    




Part
8

AMENDMENT OF PLAN


 


	8.01		Board May Amend The Board of Directors shall have the power to, at any time and from time to time, either prospectively
or retrospectively, and without shareholder approval, amend, suspend or terminate the Plan or any Award granted under the Plan,
including, without limiting the generality of the foregoing, changes of a clerical or grammatical nature and changes regarding
the vesting of Awards; provided however that:






 


		(a)	such amendment, suspension or termination is in accordance with applicable laws and the rules of
any stock exchange on which the Shares are listed;



 


		(b)	no such amendment, suspension or termination shall be made at any time to the extent such action
would materially adversely affect the existing rights of an Awardee with respect to any then outstanding Award, as determined by
the Board of Directors acting in good faith, without his or her consent in writing;



 


		(c)	the Board of Directors shall obtain shareholder approval of the following:



 


		(i)	any amendment to the maximum number of Shares specified in subsection 5.02 in respect of which
Awards may be granted under the Plan (other than pursuant to Part 6);



 


		(ii)	any amendment that would reduce the Award Price of an outstanding Award (other than pursuant to
Part 6); and



 


		(iii)	any amendment that would extend the term of any Award granted under the Plan beyond the Expiry
Date.



 


	8.02		Powers of the Board Following Termination of the Plan. If the Plan is terminated, the provisions of the Plan and
any administrative guidelines and other rules and regulations adopted by the Board of Directors and in force on the date of termination
will continue in effect as long as any Award or any rights pursuant thereto remain outstanding and, notwithstanding the termination
of the Plan, the Board of Directors shall remain able to make such amendments to the Plan or the Award as they would have been
entitled to make if the Plan were still in effect.






 


Part
9

MISCELLANEOUS


 


	9.01		Other Plans Not Affected This Plan is in addition to any other existing plans and shall not in any way affect the
policies or decisions of the Board in relation to the remuneration of Directors, Officers, Employees and Eligible Consultants.






 


	9.02		No Rights Until Award Exercised An Awardee shall be entitled to the rights pertaining to share ownership, such as
to dividends, only with respect to Shares that have been fully paid for and issued to him upon exercise of an Award.






 


	9.03		No Right to Employment This Plan will not confer upon any Awardee any right with respect to continuation of such
Awardee’s employment, consulting or other service relationship with the Company, and will not interfere in any way with the
Company’s right to terminate such Awardee’s employment, consulting or other service relationship at any time, with
or without cause.






 


	9.04		Tax Withholding The Company or a Designated Subsidiary may withhold from any amount payable to a Participant, either
under this Plan, or otherwise, such amount as may be necessary so as to ensure that the Company or the Designated Subsidiary will
be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of
tax or other required deductions, including on the amount, if any, includable in the income of a Participant. The Company shall
also have the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling on behalf
of a Participant any Shares which would otherwise be issued or provided to a Participant hereunder. For the purposes of assisting
a Participant who is a U.S. citizen or a U.S. resident for U.S. federal income tax purposes in paying all or a portion of the U.S.
federal and state taxes to be withheld or collected upon exercise of an Award, the Board, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit a U.S. Participant, subject to applicable laws, to satisfy such tax
obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise of such
Award having a Fair Market Value equal to the amount of such taxes or (b) delivering to the Company Shares (other than Shares issuable
upon exercise of such Award) having a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on
or before the date that the amount of tax to be withheld is determined.






 



     


     


    







 


	9.05		No Trust Fund Neither this Plan nor any Award will create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and an awardee or any other person. To the extent that any awardee acquires
a right to receive payments from the Company pursuant to an Award, such right will be no greater than the right of any unsecured
general creditor of the Company.



 


	9.06		Governing Law The validity, construction and effect of this Plan and any Award Agreement will be determined in accordance
with the internal laws, and not the law of conflicts, of the Province of British Columbia and the laws of Canada applicable therein.



 













	9.07		Effective Date This Plan
                                         shall become effective upon the later of the date of acceptance for filing of this Plan
                                         by the Exchange and the approval of this Plan by the shareholders of the Company; provided,
                                         however, that Awards may be granted under this Plan prior to the receipt of approval
                                         of the Exchange. In the event that this Plan is not adopted by the shareholders of the
                                         Company within 12 months after approval by the Board, this Plan will terminate.



 





EFFECTIVE DATE OF AMENDMENT: June 5, 2014,
as further amended January 25, 2017, as further amended January 23, 2019.


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 





Exhibit A





NOVAGOLD RESOURCES INC. AWARD AGREEMENT


 


This Award Agreement
is entered into between NovaGold Resources Inc. (the “Company”) and the Awardee named below pursuant to the
2004 Stock Award Plan (the “Plan”), a copy of which is attached hereto, and confirms that:


 


		1.	on [insert grant date] (the “Grant Date”);



 


		2.	[insert name] (the “Awardee”);



 


		3.	was granted the [insert type of Award] (the “ Award”) [insert particulars of
Award] of the Company;



 


		4.	for the price (the “Award Price”) of $l
per Award;



 


		5.	which shall be exercisable (“Vested”) on l
, 200l;



 


		6.	terminating on the [insert date] (the “Expiry Date”);



 


all on the terms and subject to the conditions
set out in the Plan. For greater certainty, once Awards have become Vested, they continue to be exercisable until the termination
or cancellation thereof as provided in this Award Agreement and the Plan.


 


By signing this Award
Agreement, the Awardee consents to Solium Capital maintaining and administering the award in accordance with the terms and conditions
of the Plan.


 


By signing this Award
Agreement, the Awardee acknowledges that the Awardee has read and understands the Plan and agrees to the terms and conditions of
the Plan and this Award Agreement.


 


IN WITNESS WHEREOF
the parties hereto have executed this Award Agreement as of the l day of l,
200l.


 


 


	 	 	NOVAGOLD RESOURCES INC.
	 	 	 
	 	 	Per:	 
	AWARDEE	 	 	Authorized Signatory