NovaGold Resources Inc.: Exhibit 4.3 - Filed by newsfilecorp.com






NovaGold Resources Inc.

Employee Share Purchase Plan

 

 

 

Approved as of May 31, 2007

Effective as of April 1, 2008




Table of Contents

	Section
      I - Definitions 	1
      
	Section
      II - Purpose 	2
      
	Section
      III - Eligibility and Enrollment 	3
      
	Section
      IV - Participant Contributions 	3
      
	Section
      V - Employer Contributions 	5
      
	Section
      VI - Investments 	5
      
	Section
      VII - Sale or Withdrawal 	6
      
	Section
      VIII - Administration 	7
      
	Section
      IX - Amendment and Termination 	9
      
	Section
      X - Miscellaneous Provisions 	9
      







	NovaGold Resources Inc. 
	Employee Share Purchase Plan 


Section I - Definitions

	1.1 	
      As used in the Plan:

	 	 
		
      “Administration Agreement” means any services
      agreement between the Company and an Administrative Agent relating to the
      provision by the Administrative Agent of administrative services in
      connection with the Plan, as the same may be amended from time to
    time;

	 	 
		
      “Administrative Agent” means such person or
      company or persons or companies as may from time to time be appointed or
      designated by the Company to provide administrative services in connection
      with the Plan;

	 	 
		
      “Base Salary” means the regular base salary of a
      Participant on an after-tax basis excluding, for greater certainty, the
      value of other employee benefits, commissions, bonuses, overtime and other
      variable pay;

	 	 
		
      “Board” means the Board of Directors of the
      Company;

	 	 
		
      “Business Day”, with respect to any purchase or
      sale of Shares, means any day of the year, other than a Saturday, Sunday
      or any day on which the Toronto Stock Exchange or American Stock Exchange,
      as the case may be, are required or authorized to close and, for all other
      purposes, means any day of the year, other than a Saturday, Sunday, a
      statutory holiday in British Columbia or any day on which the principal
      Chartered banks located in British Columbia are not open for business
      during normal banking hours;

	 	 
		
      “Brokerage Agent”, means such person or company or
      persons or companies as may from time to time be appointed or designated
      by the Administrative Agent to perform brokerage functions in executing
      securities transactions and to provide custodial services in respect of
      the assets under the Plan;

	 	 
		
      “Committee” means the Compensation Committee of
      the Board or such other committee as may be designated by the Board to
      carry out some or all of the functions assigned to the Committee
      hereunder;

	 	 
		
      “Company” means NovaGold Resources Inc. and any
      successor corporation thereto; “Effective Date” means May 31,
  2007;

	 	 
		
      “Employee” means a full-time employee of the
      Employer, with a scheduled work week of not less than 30 hours and does
      not include contract or seasonal employees unless authorized by the
      Committee.

	 	 
		
      “Employer” means the Company and any Subsidiary of
      the Company designated by the Committee as an Employer for the purposes of
      the Plan;

	 	 
		
      “Employer Contributions” means contributions made
      to the Plan by the Employer pursuant to Section V;



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      “Participant” means an Employee eligible to
      participate in the Plan and who has enrolled in the Plan in accordance
      with Section 3.3;

	 	 
		
      “Participant’s Account” means an account
      established by the Administrative Agent with respect to each Participant
      under the Plan pursuant to Section 8.4;

	 	 
		
      “Participant Contributions” means periodic
      contributions made by a Participant to the Plan by means of payroll
      deduction or in accordance with Section 4.5 and computed as a percentage
      of the Participant’s Base Salary;

	 	 
		
      “Pay Period” means the pay period of the Employer
      applicable for a particular Participant;

	 	 
		
      “Plan” means this Employee Share Purchase Plan, as
      it may be amended from time to time;

	 	 
		
      “Retirement Age” means, for any particular
      Participant, the earliest retirement age under the Participant’s
      applicable government pension plan;

	 	 
		
      “Shareholders” means all Shareholders of the
      Company, whether or not they are Participants;

	 	 
		
      “Shares” means ordinary common shares in the
      capital of the Company and includes a fraction of such a share of the
      Company;

	 	 
		
      “Stock Exchange” means, in the case of a
      Participant resident in Canada, the Toronto Stock Exchange and, in the
      case of a Participant resident in the United States of America, the
      American Stock Exchange or such other stock exchange on which the Shares
      of the Company are listed as the Board shall from time to time
      prescribe;

	 	 
		
      “Subsidiary” has the meaning ascribed to such term
      under the Securities Act (British Columbia);

	 	 
	1.2 	
      Unless the context otherwise requires, references to the
      masculine shall be deemed to include references to the feminine, and vice
      versa, and references to the singular shall be deemed to include
      references to the plural, and vice versa.

	 	 
	1.3 	
      The headings in this Plan are for ease of reference only
      and shall not affect the interpretation of the provisions herein
      contained. A reference to a section shall, except where expressly stated
      otherwise, mean a section of this Plan, as applicable.

	 	 
	1.4 	
      A reference to writing or written form shall include any
      legible format capable of being reproduced on paper, irrespective of the
      medium used.



Section II - Purpose

The purpose of the Plan is to provide incentives for Employees
to acquire Shares in the Company, which give them a continuing stake in the
Company.

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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 


Section III - Eligibility and Enrollment

		
      Effective date

	 	 
	3.1 	
      The plan is effective May 31, 2007.

	 	 
		
      Eligible Employees

	 	 
	3.2 	
      Each Employee shall be eligible to participate in the
      Plan.

	 	 
		
      Enrollment

	 	 
	3.3 	
      An eligible Employee may give written notice to the
      Company in a form prescribed by the Committee to start participation in
      the Plan. Participation shall commence on the first Business Day of the
      calendar month immediately following the date such notice is received or
      such date as may be approved by the Committee. Such notice shall
      constitute acceptance by the Employee of all the terms and conditions of
      the Plan and of any regulations adopted or to be adopted pursuant to
      Section 8.2. Such notice shall specify the full percentage of Base Salary
      that the Employee elects to contribute under the Plan, subject to the
      limitations set out in Section IV. Subject to Section 4.5, all
      contributions shall be made through payroll deductions.

	 	 
	3.4 	
      The Employer shall, following receipt of notice under
      Section 3.3, commence payroll deductions with the first Pay Period in the
      following calendar month.



Section IV - Participant Contributions

		
      Participant Contributions

	 	 
	4.1 	
      Pursuant to Section 3.3, the Employee shall specify the
      amount of any Participant Contributions he wishes to make. Such amount of
      Participant Contributions must be a whole percentage of the Participant’s
      Base Salary and may not exceed five percent of the Participant’s Base
      Salary. In the event that the Base Salary of a Participant varies at any
      time, future Participant Contributions of such Participant shall be
      automatically adjusted accordingly in order to reflect the same selected
      percentage applied to the Participant’s revised Base Salary.

	 	 
		
      Varying Participant Contributions

	 	 
	4.2 	
      Subject to Section 4.1, the Participant may, twice in any
      calendar year, give notice to the Employer to vary the amount of
      Participant Contributions to be deducted provided that no such notice may
      be given at any time where the Participant is subject to a blackout period
      imposed by the Company.

	 	 
		
      Stopping Participant Contributions

	 	 
	4.3 	
      A Participant may, at any time, give written notice to
      the Employer to stop his Participant Contributions under the Plan on the
      date specified in such notice provided that no
such notice may be given at any time where the Participant is
  subject to a blackout period imposed by the Company. 



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      Paid Leave of Absence

	 	 
	4.4 	
      A Participant on authorized paid leave of absence shall
      continue to make Participant Contributions through payroll deductions, as
      provided in Section 3.4, unless such Participant has given notice in
      writing to the Employee to stop Participant Contributions pursuant to
      Section 4.3.

	 	 
		
      Unpaid Leave of Absence/Long Term Disability/Workers’
      Compensation




	4.5 	a) 	
      In the event a Participant goes on unpaid maternity or
      other unpaid leave approved by the Participant’s Employer, such
      Participant may continue to make Participant Contributions based on the
      Base Salary in effect immediately prior to the leave by way of post-dated
      cheques remitted to the Employer. Such Participant may continue
      contributions under the Plan for up to one year from the first day of any
      such approved leave of absence. 

	  	  	
       

		b) 	
      In the event a Participant goes on approved long term
      disability leave or Workers’ Compensation Leave, such Participant may
      continue to make Participant Contributions based on the Base Salary in
      effect immediately prior to the leave by way of post-dated cheques
      remitted to the Employer. Such Participant may continue contributions
      under the Plan for up to two years from the first day of such approved
      leave of absence. 

	  	  	
       

		c) 	
      Should the Employer not receive such cheques prior to the
      commencement of the Participant’s leave of absence in (a) or (b) above,
      such Participant shall be deemed to have given notice in writing to the
Employer to have stopped Participant Contributions.




		
      Restarting Participant Contributions

	 	 
	4.6 	
      A Participant who has stopped Participant Contributions
      pursuant to Section 4.3 or 4.5 is not permitted to restart Participant
      Contributions for a period of six calendar months (hereinafter “Suspension
      Period”) from the date that contributions are suspended.

	 	 
	4.7 	
      A Participant may give notice to the Employer subsequent
      to the Suspension Period to restart Participant Contributions under the
      Plan, but may not make up Participant Contributions that have been
      missed.

	 	 
		
      Timing

	 	 
	4.8 	
      Unless a later date is specified in the relevant
      notice:




	 	a) 	
      The Employer shall, commencing with the first Pay Period
      following receipt of a notice under Section 4.2, vary the amount of
      Participant Contributions as specified in the
notice;



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



	 	b) 	
      The Employer shall, commencing with the first Pay period
      following receipt of a notice under Section 4.3 or on such later date as
      may be specified in such notice, ensure that no further deductions of
      Participant Contributions are made by it under the Plan;

	 	 	 
	 	c) 	
      The Employer shall, commencing with the first Pay Period
      following receipt of a notice under Section 4.7 to re-start deductions
      under the Plan, restart such Participant
Contributions.




	4.9 	
      Termination of Employment, Retirement

	 	 
		
      In the event of the termination of employment for any
      reason, retirement or death of a Participant, or in the event the Plan is
      terminated pursuant to Section 9.2, Participant Contributions shall be
      automatically stopped. The rights of a Participant on termination of
      employment shall be determined in accordance with Section
  10.2.



Section V - Employer Contributions

		
      Employer Contributions

	 	 
	5.1 	
      An Employer Contribution shall be awarded by the Employer
      to a Participant, in respect of the Participant Contributions, on the next
      Business Day following the end of the Pay Period applicable to the related
      Participant Contributions.

	 	 
	5.2 	
      The Employer Contribution to be awarded for any Pay
      Period shall equal fifty percent (50%) of the related Participant
      Contributions.

	 	 
	5.3 	
      The Employer Contribution is deemed to be a taxable
      benefit to the Employee and thus is subject to, and the Employer shall be
      entitled to withhold and remit, income tax, CPP and any other applicable
      statutory deductions in accordance with applicable law.

	 	 
		
      Conditions for Payment

	 	 
	5.4 	
      Employer Contributions shall be awarded to a Participant
      with respect to Participant Contributions only if the Participant is still
      an Employee at the time the Employer Contribution is to be awarded,
      provided that for such purpose, a Participant who is on paid leave as
      provided in Section 4.4, on maternity leave or other authorized unpaid
      leave as provided in Section 4.5, shall be considered to be an
      Employee.



Section VI - Investments

		
      Remittance of Contributions

	 	 
	6.1 	
      Participant Contributions withheld through payroll
      deduction by the Employer in each Pay Period (as well as Participant
      Contributions paid by way of post-dated cheques remitted to the Employer)
      together with any Employer Contributions in respect of such Pay Period
      shall be remitted by the Employer to the Brokerage Agent as soon as
      practicable following the end of such Pay Period (hereinafter “Award
      Date”).



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      Acquisition of Shares

	 	 
	6.2 	
      The Administrative Agent shall direct the Brokerage Agent
      to purchase Shares on behalf of the Participants with all Participant
      Contributions and Employer Contributions on the open market, through the
      facilities of the Stock Exchange, if applicable, bi-monthly on such dates
      to be designated by the Company from time to time and if any such day is
      not a Business Day, on the next succeeding Business Day.

	 	 
	6.3 	
      Contributions shall not earn any interest pending their
      use to purchase Shares.

	 	 
		
      Share Purchase Price

	 	 
	6.4 	
      The price of the Shares purchased with the Participant
      Contributions and Employer Contributions in respect of a given purchase
      date shall correspond to their market price at the time of purchase,
      provided however that where the Brokerage Agent has purchased Shares under
      the Plan at various prices in connection with any particular purchase
      date, the purchase price of all Shares acquired on such purchase date
      shall be deemed to be the weighted average price paid for all Shares that
      are purchased under the Plan in respect of such purchase date.

	 	 
		
      Registration of Shares

	 	 
	6.5 	
      All the Shares purchased by the Brokerage Agent on behalf
      of a Participant pursuant to the provisions of this Section VI may be
      registered in the name of the Brokerage Agent or its nominee, on behalf
      of, and as agent for, such Participant or may, in accordance with Section
      7.2, be registered in the name of the Participant. All rights and
      privileges with respect to the Shares held in a Participant’s Account,
      including voting rights, shall be exercised solely by the Participant
      through the Brokerage Agent.

	 	 
		
      Dividends

	 	 
	6.6 	
      The Company is not a dividend paying company at this
      time. If in the future the Company commences paying dividends,
      Participants will be entitled to receive any dividends declared and paid
      in connection with Shares held in the Participant’s
  Account.



Section VII - Sale or Withdrawal

		
      Right to Sell or Withdraw

	 	 
	7.1 	
      A Participant has the right to sell or withdraw shares
      from their account four times within any calendar year.

	 	 
	7.2 	
      Subject to Section 7.1, a Participant may at any time
      give notice to the Administrative Agent to sell some or all of the Shares
      in the Participant’s Account in which case, the Administrative Agent shall
      direct the Brokerage Agent upon receipt of such notice to proceed to sell
      the number of Shares so specified on the open market, through the
      facilities of the Stock Exchange, if applicable, and pay to the
      Participant an amount equal to the net proceeds of such sale, after
      deduction of any applicable brokerage fees and expenses associated with the sale of such Shares. A
      Participant may at any time give notice to the Administrative Agent to
      withdraw (by way of certificate or transfer) some or all of the Shares in
      his Participant’s Account, in which case, the Administrative Agent shall
      direct the Brokerage Agent upon receipt of such notice to proceed to
      transfer and deliver to the Participant those Shares that have been
      withdrawn at the Participant’s direction. The Participant will be
      responsible for paying any fees for issuance of share certificates or
      transfer requests. The Administrative Agent may direct that Shares in the
      Participant’s Account be sold to cover any such fees. The Participant
      shall receive the cash equivalent for any fractional Shares credited to
      his or her Account.



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      Termination of Employment, Plan
  Termination

	 	 
	7.3 	
      In the event of the termination of employment for any
      reason, retirement or death of a Participant, or in the event the Plan is
      terminated pursuant to Section 9.2, the Administrative Agent shall, as
      directed by the Participant, the Participant’s beneficiary or the legal
      representatives of the Participant’s estate, as applicable, direct the
      Brokerage Agent to transfer and deliver, or sell all the Shares in the
      Participant’s Account and deliver the net proceeds to the Participant, the
      Participant’s beneficiary or the legal representatives of the
      Participant’s estate, as applicable, after deduction of any applicable
      brokerage fees and expenses associated with the sale or withdrawal of
      those Shares. The Participant, beneficiary or legal representatives of the
      Participant’s estate, as applicable, shall provide the Administrative
      Agent with directions in accordance with this Section 7.3 within 90 days
      of the termination of employment, retirement or death of a Participant or
      Plan termination, as applicable. If no direction is received by the
      Administrative Agent within such time period, the Administrative Agent
      shall direct the Brokerage Agent to transfer and deliver the Shares in the
      Participant’s Account to the Participant, the Participant’s beneficiary or
      the legal representatives of the Participant’s estate, as applicable. The
      Participant will be responsible for paying any fees for issuance of share
      certificates or transfer requests. The Administrative Agent may direct
      that Shares in the Participant’s Account be sold to cover such fees. The
      Participant shall receive the cash equivalent for any fractional Shares
      credited to his or her Account.



Section VIII - Administration

		
      Administration

	 	 
	8.1 	
      The Plan shall be administered by the
Committee.

	 	 
		
      Regulations and Delegation

	 	 
	8.2 	
      The Committee may make, amend and repeal at any time and
      from time to time such regulations not inconsistent herewith, as it may
      deem necessary or advisable generally for the proper administration and
      operation of the Plan. In particular, the Committee may delegate to any
      persons, group of persons, including Employees of the Company, or to the
      Administrative Agent, such administrative duties and powers as it sees
      fit.



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      Interpretation

	 	 
	8.3 	
      The Committee shall have the power to interpret the
      provisions of the Plan from time to time. All decisions and
      interpretations of the Committee respecting the Plan and all rules and
      regulations made from time to time pursuant hereto shall be binding and
      conclusive on the Company and all Participants and their respective legal
      representatives and on all Employees eligible to participate under the
      Plan.

	 	 
		
      Participant Accounts

	 	 
	8.4 	
      The Administrative Agent shall maintain, or cause to be
      maintained, one or more separate accounts for each Participant. The
      Administrative Agent shall credit to the account of a Participant all
      Participant Contributions made by such Participant, all Employer
      Contributions awarded, and all Shares acquired under the Plan and shall
      deduct from such account all Shares sold or withdrawn by the
      Participant.

	 	 
		
      Participant Account Statements

	 	 
	8.5 	
      The Administrative Agent shall provide a statement of
      account to each Participant setting out the activity relating to the
      Participant’s Account on an annual basis containing such information as
      the Committee may prescribe from time to time.

	 	 
	8.6 	
      Except as otherwise provided in this plan, the Employer
      shall pay all costs of administering the plan, including without
      limitation all the fees and expenses of the Administrative Agent. All
      brokerage fees relating to the acquisition of Shares under the Plan shall
      be borne by the Company. All brokerage and other fees relating to the sale
      or withdrawal of Shares shall be paid by the relevant
  Participants.

	 	 
		
      Shareholder Information; Right to Vote

	 	 
	8.7 	
      If the holders of Shares are entitled to vote at a
      meeting of Shareholders of the Company, each Participant shall have the
      right to vote, in such manner as such Participant shall desire, the whole
      shares which are held on his behalf by the Brokerage Agent at the record
      date of the relevant meeting. Fractional Shares shall not be voted. At the
      direction of the Company, the Administrative Agent shall furnish records
      to the Company’s Transfer Agent as of the record date indicating the
      number of whole shares each Participant is entitled to vote. The Company’s
      Transfer Agent shall arrange to mail or deliver to each Participant who
      holds the relevant Shares in his or her account a copy of such Shareholder
      materials together with a form in which the Participant’s instructions may
      be provided to the Company’s Transfer Agent for the Shares as to how such
      Participant’s Shares are to be voted. If a duly completed and signed
      instruction form is received by the Company’s Transfer Agent for the
      Shares in time for the Shares to be voted, the Brokerage Agent, as the
      registered holder of the Shares, will cause the Shares to be voted
      according to the Participant’s instructions. A Participant who wishes to
      vote his or her Shares in person and who obtains a proxy for such Shares
      from the registered owner, shall be entitled, subject to complying with
      the requirements of applicable law, to attend the meeting of Shareholders,
      register with a representative of the Company’s Transfer Agent, obtain a ballot, and vote. The Brokerage
      Agent shall not exercise any voting rights in respect of any Shares for
      which it has not received voting instructions.



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      No Share Value Guarantee

	 	 
	8.8 	
      The Company makes no representation or warranty as to the
      future market value of any Shares acquired under the Plan. None of the
      Company, the Administrative Agent or the Brokerage Agent shall have any
      liability to any Participant in connection with any purchase or sale of
      Shares under the Plan including, without limitation, any liability arising
      out of any delay in executing any purchase or sale of Shares under the
      Plan or on account of the purchase price paid or proceeds received in
      connection with any such purchase or sale.



Section IX - Amendment and Termination

		
      Amendment

	 	 
	9.1 	
      The Committee may amend or suspend at any time, and from
      time to time, all or any of the provisions of the Plan at its sole and
      complete discretion, except that no such amendment shall operate so as to
      deprive a Participant of any Shares credited to a Participant’s Account
      prior to the date thereof. Notwithstanding the foregoing, if any provision
      of the Plan contravenes any applicable law or regulation or any rule,
      regulation, by-law or policy of any regulatory authority or stock exchange
      having jurisdiction or authority over the Company or the Plan, then the
      Committee may amend such provision, retroactively or prospectively, to the
      extent required to bring such provision into compliance
  therewith.

	 	 
		
      Plan Termination

	 	 
	9.2 	
      The Committee reserves the right, in its sole and
      complete discretion, to terminate the Plan, in whole or in part, at any
      time provided that no such termination shall operate so as to deprive a
      Participant of any Shares credited to a Participant’s Account prior to the
      date thereof. In the event that the Plan is terminated, in whole or in
      part, no further Employer Contributions shall be awarded to Participants
      affected by such termination.



Section X - Miscellaneous Provisions

		
      Participant’s Rights not Transferable

	 	 
	10.1 	
      Except as provided herein or as required by applicable
      legislation, the rights of a Participant pursuant to the provisions of the
      Plan are non-assignable and non-transferable, in whole or in part. No
      attempted assignment or transfer thereof, otherwise than in accordance
      with the provisions hereof, shall be effective.

	 	 
		
      No Effect on Employment

	 	 
	10.2 	
      Participation in the Plan by an Employee shall be
      voluntary. The terms of employment of an Employee shall not be affected by
      his or her participation in the Plan. Nothing contained in the Plan or in any documentation pertaining
      thereto shall confer upon any Participant any right with respect to
      continuance of employment by the Employer or interfere in any way with the
      right of the Employer to terminate the employment of any Participant.
      Under no circumstances shall any person, who is or has at any time been a
      Participant, be able to claim from the Employer or any related person any
      sum or other benefit to compensate for loss of any rights or benefits
      under or in connection with this Plan or by reason of his or her
      participation herein. For greater certainty, a period of notice or payment
      in lieu thereof, if any, upon termination of employment, wrongful or
      otherwise, shall not be considered as extending the period of employment
      for purposes of the Plan.



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	NovaGold Resources Inc. 
	Employee Share Purchase Plan 



		
      Jurisdiction

	 	 
	10.3 	
      This Plan shall be construed, enforced and administered
      in accordance with the laws of the Province of British Columbia and laws
      of Canada applicable therein.

	 	 
		
      Withholdings

	 	 
	10.4 	
      The Company may withhold or cause to be withheld from any
      amount payable to a Participant, either under this Plan or otherwise, such
      amount as may be required by law to be withheld with respect to any tax or
      other required deductions and may, without limiting the generality of the
      foregoing, cause to be sold Shares in a Participant’s Account to the
      extent required in order to effect any such withholding or other required
      deduction.

	 	 
		
      Information to be Provided

	 	 
	10.5 	
      Each Participant and other person entitled to benefits
      under the Plan shall, upon request, furnish information required by the
      Employer, Committee or the Administrative Agent in order to administer the
      Plan including, without limitation, to make the payments under Section
      7.3.

	 	 
		
      Severability

	 	 
	10.6 	
      If any provision or part of the Plan is determined to be
      void or unenforceable in whole or in part, such determination shall not
      affect the validity or enforcement of any other provision or part of the
      Plan.



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