exv10wc





Exhibit
10.(c)



2005 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN

Coeur d’Alene Mines Corporation

Effective May 10, 2005




(Adjusted to Reflect 1-for-10 Reverse Stock Split Effective May 26, 2009)



 









 





Coeur d’Alene Mines Corporation




2005 Non-employee Directors’ Equity Incentive Plan



Article 1. Establishment, Purpose, and Duration




     1.1 Establishment. Coeur d’Alene Mines Corporation, an Idaho corporation (hereinafter referred
to as the “Company”), establishes an incentive compensation plan to be known as the Coeur d’ Alene
Mines Corporation 2005 Non-employee Directors’ Equity Incentive Plan (hereinafter referred to as
the “Plan”), as set forth in this document.



     This Plan permits the grant of Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards.



     This Plan became effective on May 10, 2005 (the “Effective Date”) and was amended effective
May 26, 2009 to reflect adjustments relating to the Company’s one-for-ten reverse stock split of
its common stock and the reduction in the par value of the Company’s common stock from $1.00 per
share to $0.01 per share. The Plan shall remain in effect as provided in Section 1.3 hereof.



     1.2 Purpose of this Plan. The purpose of this Plan is to provide a means whereby Directors of
the Company develop a sense of proprietorship and personal involvement in the development and
financial success of the Company, and to encourage them to devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its shareholders. A
further purpose of this Plan is to provide a means through which the Company may attract able
individuals to serve as Directors of the Company and to provide a means whereby those individuals
upon whom the responsibilities of the successful administration and management of the Company are
of importance, can acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company. As such, Awards may be granted under this Plan to pay a portion of the
Directors’ annual retainer. Additionally, the Directors may have the ability to convert an
additional portion of their annual retainer into equity, subject to the terms and conditions of
this Plan.



     1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall
terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be
granted but Awards previously granted shall remain outstanding in accordance with their applicable
terms and conditions and this Plan’s terms and conditions.



Article 2. Definitions




     Whenever used in this Plan, the following terms shall have the meanings set forth below, and
when the meaning is intended, the initial letter of the word shall be capitalized.



     2.1 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General
Rules and Regulations of the Exchange Act.



 









 





     2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock
Options, SARs, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards, in each case
subject to the terms of this Plan.



     2.3 “Award Agreement” means either (i) an agreement entered into by the Company and a
Participant setting forth the terms and provisions applicable to an Award granted under this Plan,
or (ii) a written or electronic statement issued by the Company to a Participant describing the
terms and provisions of such Award.



     2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



     2.5 “Board” or “Board of Directors” means the Board of Directors of the Company.



     2.6 “Change of Control” means any of the following events: (i) any organization, group, or
person (“Person”) is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing thirty-five percent (35%) or more of the combined voting power of the then
outstanding securities of the Company; or (ii) during any two (2) year period, a majority of the
members of the Board serving at the date of approval of this Plan by shareholders is replaced by
Directors who are not nominated and approved by the Board; or (iii) a majority of the members of
the Board are represented by, appointed by, or affiliated with any Person whom the Board has
determined is seeking to effect a Change in Control of the Company; or (iv) the Company shall be
combined with or acquired by another company and the Board shall have determined, either before
such event or thereafter, by resolution, that a Change in Control will or has occurred.



     2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.



     2.8 “Committee” means the Compensation Committee of the Board or a subcommittee thereof, or
any other Committee designated by the Board to administer this Plan. Such Committee shall be
comprised of outside directors of the Board. The members of the Committee shall be appointed from
time to time by and shall serve at the discretion of the Board.



     2.9 “Company” means Coeur d’Alene Mines Corporation, an Idaho corporation, and any successor
thereto as provided in Article 16 herein.



     2.10 “Director” means any individual who is a member of the Board of Directors of the Company.



     2.11 “Disabled”. If an Award becomes subject to the requirements of Article 12, the term
disabled shall be defined as required under Section 409A of the Code.



     2.12 “Effective Date” has the meaning set forth in Section 1.1.



     2.13 “Employee” means any employee of the Company, its Affiliates, and/or its Subsidiaries.



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     2.14 ”Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
or any successor act thereto.



     2.15 “Fair Market Value” or “FMV” means a price that is based on the opening, closing, actual,
high, low, or average selling prices of a Share reported on the New York Stock Exchange (“NYSE”) or
other established stock exchange (or exchanges) on the applicable date, the preceding trading day,
or the next succeeding trading day, as determined by the Committee in its discretion. Unless the
Committee determines otherwise, if the Shares are traded over the counter at the time a
determination of its Fair Market Value is required to be made hereunder, its Fair Market Value
shall be deemed to be equal to the average between the reported high and low or closing bid and
asked prices of a Share on the most recent date on which Shares were publicly traded. In the event
Shares are not publicly determined at the time a determination of their value is required to be
made hereunder, the determination of their Fair Market Value shall be made by the Committee in such
manner as it deems appropriate. Such definition(s) of FMV shall be specified in each Award
Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting,
settlement, or payout of an Award.



     2.16 “Freestanding SAR” means an SAR that is granted independently of any Options, as
described in Article 7.



     2.17 “Grant Price” means the price established at the time of grant of an SAR pursuant to
Article 7, used to determine whether there is any payment due upon exercise of the SAR.



     2.18 “Non-employee Director” means a Director who is not an Employee.



     2.19 “Non-employee Director Award” means any Award granted to a Participant who is a
Non-employee Director pursuant to such applicable terms, conditions, and limitations as the Board
or Committee may establish in accordance with this Plan.



     2.20 “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the
requirements of Code Section 422, or that otherwise does not meet such requirements.



     2.21 “Option” means a Nonqualified Stock Option, as described in Article 6.



     2.22 “Option Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.



     2.23 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise
described by the terms of this Plan, granted pursuant to Article 10.



     2.24 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is
granted.



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     2.25 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units
are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of
performance goals, or upon the occurrence of other events as determined by the Committee, in its
discretion), as provided in Article 8.


     2.26 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)
thereof.




     2.27 “Plan” means the Coeur d’Alene Mines Corporation 2005 Non-employee Directors’ Equity
Incentive Plan.



     2.28 “Plan Year” means the calendar year.



     2.29 “Restricted Stock” means an Award of Shares granted to a Participant pursuant to
Article 8.



     2.30 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8,
except no Shares are actually awarded to the Participant on the date of grant.



     2.31 “Share” means a share of common stock of the Company, $0.01 par value per share.



     2.32 “Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the
terms of Article 7 herein.



     2.33 “Subsidiary” means any corporation, partnership, joint venture, limited liability
company, or other entity (other than the Company) in an unbroken chain of entities beginning with
the Company if each of the entities other than the last entity in the unbroken chain owns at least
fifty percent (50%) of the total combined voting power in one of the other entities in such chain.



     2.34 “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to
Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall
similarly be canceled).



Article 3. Administration




     3.1 General. The Committee shall be responsible for administering this Plan, subject to this
Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants,
accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the
Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or
valuations of any such individuals. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Participants, beneficiaries, the Company,
and all other interested individuals.



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     3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary
power to interpret the terms and the intent of this Plan and any Award Agreement or other agreement
or document ancillary to or in connection with this Plan, to determine eligibility for Awards and
to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as
the Committee may deem necessary or proper. Such authority shall include, but not be limited to,
selecting Award recipients, establishing all Award terms and conditions, including the terms and
conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of
payment for grants or rights earned or due under compensation plans or arrangements of the Company,
and, subject to Article 15, adopting modifications and amendments to this Plan or any Award
Agreement, including without limitation, any that are necessary to comply with the laws of the
countries and other jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries
operate or may operate.



     3.3 Delegation. The Committee may delegate to one or more of its members or to one or more
officers of the Company, and/or its Subsidiaries and Affiliates or to one or more agents or
advisors such administrative duties or powers as it may deem advisable, and the Committee or any
individuals to whom it has delegated duties or powers as aforesaid may employ one or more
individuals to render advice with respect to any responsibility the Committee or such individuals
may have under this Plan.



Article 4. Shares Subject to this Plan and Maximum Awards




     4.1 Number of Shares Available for Awards.




(a) Subject to adjustment as provided in Section 4.3, the maximum number of Shares
available for issuance to Participants under this Plan on or after the Effective Date (the
“Share Authorization”) shall be Fifty Thousand (50,000) Shares.




(b) No Participant may receive Awards subject to more than Two Thousand Five Hundred
(2,500) Shares in any Plan Year.



     4.2 Share Usage. Shares covered by an Award shall only be counted as used to the extent they
are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of
Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for
Awards not involving Shares, shall be available again for grant under this Plan. Moreover, if the
Option Price of any Option granted under this Plan is satisfied by tendering Shares to the Company
(by either actual delivery or by attestation), or if an SAR is exercised, only the number of Shares
issued, net of the Shares tendered, if any, will be deemed delivered for purposes of determining
the maximum number of Shares available for delivery under this Plan. The Shares available for
issuance under this Plan may be authorized and unissued Shares or treasury Shares.



     4.3 Adjustments in Authorized Shares. In the event of any corporate event or transaction such
as a merger, consolidation, reorganization, recapitalization, separation, stock



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dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or
property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash dividends) to shareholders of
the Company, or any similar corporate event or transaction, the Committee, in its sole discretion,
in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall
substitute or adjust, as applicable, the number and kind of Shares that may be issued under this
Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding
Awards, the Option Price or Grant Price applicable to outstanding Awards, and other value
determinations applicable to outstanding Awards.




     The Committee, in its sole discretion, may also make appropriate adjustments in the terms of
any Awards under this Plan to reflect or related to such changes or distributions and to modify any
other terms of outstanding Awards. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this Plan.



     Subject to the provisions of Article 15, without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the issuance or assumption of benefits under this
Plan in connection with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.



Article 5. Eligibility and Participation




     5.1 Eligibility. Individuals eligible to participate in this Plan include all Non-employee
Directors.



     5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time
to time, select from all eligible individuals, those individuals to whom Awards shall be granted
and shall determine, in its sole discretion, the nature of, any and all terms permissible by law,
and the amount of each Award.



Article 6. Stock Options




     6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted
to Participants in such number, and upon such terms, and at any time and from time to time as shall
be determined by the Committee, in its sole discretion.



     6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the maximum duration of the Option, the number of Shares to which the
Option pertains, the conditions upon which an Option shall become vested and exercisable, and such
other provisions as the Committee shall determine which are not inconsistent with the terms of this
Plan.



     6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as
determined by the Committee and shall be specified in the Award Agreement. The Option Price shall
be: (i) based on one hundred percent (100%) of the FMV of the Shares on the date of grant, (ii) set
at a premium to the FMV of the Shares on the date of grant, or (iii) indexed to the



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FMV of the Shares on the date of grant, with the index determined by the Committee, in its
discretion; provided, however, the Option Price on the date of grant must be at least equal to one
hundred percent (100%) of the FMV of the Shares on the date of grant.




     6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the
Committee shall determine at the time of grant; provided, however, no Option shall be exercisable
later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for
Options granted to Participants outside the United States, the Committee has the authority to grant
Options that have a term greater than ten (10) years.



     6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall in each instance
approve, which terms and restrictions need not be the same for each grant or for each Participant.



     6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a
notice of exercise to the Company or an agent designated by the Company in a form specified or
accepted by the Committee, or by complying with any alternative procedures which may be authorized
by the Committee, setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment for the Shares.



     A condition of the issuance of the Shares as to which an Option shall be exercised shall be
the payment of the Option Price. The Option Price of any Option shall be payable to the Company in
full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or
attestation) previously acquired Shares having an aggregate FMV at the time of exercise equal to
the Option Price (provided that except as otherwise determined by the Committee, the Shares that
are tendered must have been held by the Participant for at least six (6) months prior to their
tender to satisfy the Option Price or have been purchased on the open market); (c) by a combination
of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole
discretion, including, without limitation, if the Committee so determines, a cashless
(broker-assisted) exercise.



     Subject to any governing rules or regulations, as soon as practicable after receipt of written
notification of exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon
the Participant’s request, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option(s).



Unless otherwise determined by the Committee, all payments under all of the methods

indicated above shall be paid in United States dollars.




     6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem
advisable, including, without limitation, minimum holding period requirements and restrictions
under applicable federal securities laws, under the requirements of



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any stock exchange or market upon which such Shares are then listed and/or traded, or under any
blue sky or state securities laws applicable to such Shares.




     6.8 Termination of Directorship. Each Participant’s Award Agreement shall set forth the extent
to which the Participant shall have the right to exercise the Option following termination of the
Participant’s services to the Company as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may
reflect distinctions based on the reasons for termination.



     6.9 Transferability of Options. An NQSO granted under this Article 6 may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, all NQSOs granted to a Participant under this
Article 6 shall be exercisable during his or her lifetime only by such Participant.



Article 7. Stock Appreciation Rights




     7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to
Participants at any time and from time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.



     Subject to the terms and conditions of this Plan, the Committee shall have complete discretion
in determining the number of SARs granted to each Participant and, consistent with the provisions
of this Plan, in determining the terms and conditions pertaining to such SARs.



     The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and
shall be specified in the Award Agreement. The Grant Price shall be: (i) based on one hundred
percent (100%) of the FMV of the Shares on the date of grant, (ii) set at a premium to the FMV of
the Shares on the date of grant, or (iii) indexed to the FMV of the Shares on the date of grant,
with the index determined by the Committee, in its discretion; provided, however, the Grant Price
on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares
on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the
related Option.



     7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify
the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.



     7.3 Term of SAR. The term of an SAR granted under this Plan shall be determined by the
Committee, in its sole discretion, and except as determined otherwise by the Committee and
specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th)
anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants
outside the United States, the Committee has the authority to grant SARs that have a term greater
than ten (10) years.



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     7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes.



     7.5. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its
related Option is then exercisable.



     7.6 Settlement of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to
receive payment from the Company in an amount determined by multiplying:



     (a) The excess of the FMV of a Share on the date of exercise over the Grant Price; by



     (b) The number of Shares with respect to which the SAR is exercised.



     At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or
any combination thereof, or in any other manner approved by the Committee in its sole discretion.
The Committee’s determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.



     7.7 Termination of Directorship. Each Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise the SAR following termination of the Participant’s
services to the Company, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with
Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect
distinctions based on the reasons for termination.



     7.8 Transferability of SARs. An SAR granted under the Plan may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, all SARs granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.



     7.9 Other Restrictions. The Committee shall impose such other conditions and/or restrictions
on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem
advisable or desirable. These restrictions may include, but shall not be limited to, a requirement
that the Participant hold the Shares received upon exercise of an SAR for a specified period of
time.



Article 8. Restricted Stock and Restricted Stock Units




     8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions
of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted
Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall
determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are
actually awarded to the Participant on the date of grant.



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     8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/ or
Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted
Stock Units granted, and such other provisions as the Committee shall determine.



     8.3 Transferability. Restricted Stock and/or Restricted Stock Units shall not be transferable
other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or
in part, to attachment, execution, or levy of any kind; and any purported transfer in violation
hereof shall be null and void. Additionally, no domestic relations order purporting to authorize a
transfer of an Award shall be recognized as valid.



     8.4 Other Restrictions. The Committee shall impose such other conditions and/ or restrictions
on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may
deem advisable including, without limitation, a requirement that Participants pay a stipulated
purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based
upon the achievement of specific performance goals, time-based restrictions on vesting following
the attainment of the performance goals, time-based restrictions, and/or restrictions under
applicable laws or under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the Shares by the
Company upon vesting of such Restricted Stock or Restricted Stock Units.



     To the extent deemed appropriate by the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company’s possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied or lapse.



     Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock Award shall become freely transferable by the Participant after all conditions and
restrictions applicable to such Shares have been satisfied or lapse, and Restricted Stock Units
shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole
discretion shall determine.



     8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to
Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to this Plan
may bear a legend such as the following or as otherwise determined by the Committee in its sole
discretion:



     The sale or transfer of Shares of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in
the Coeur d’Alene Mines Corporation 2005 Non-employee Directors’ Equity Incentive Plan, and in the
associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from
Coeur d’Alene Mines Corporation.



     8.6 Voting Rights. Unless otherwise determined by the Committee and set forth in a
Participant’s Award Agreement, to the extent permitted or required by law, as determined by the
Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the
right to exercise full voting rights with respect to those Shares during the Period of



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Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units
granted hereunder.




     8.7 Termination of Directorship. Each Award Agreement shall set forth the extent to which the
Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following
termination of the Participant’s services to the Company, as the case may be. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Shares of Restricted Stock or
Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the
reasons for termination.



     8.8 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of
Restricted Stock is conditioned upon the Participant making or refraining from making an election
with respect to the Award under Section 83(b) of the Code. If a Participant makes an election
pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be
required to file promptly a copy of such election with the Company.



Article 9. Other Stock-Based Awards




     9.1 Other Stock-Based Awards. The Committee may grant other types of equity-based or
equity-related Awards not otherwise described by the terms of this Plan (including the grant or
offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as
the Committee shall determine. Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and may
include, without limitation, Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States.



     9.2 Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in
terms of Shares or units based on Shares, as determined by the Committee. The Committee may
establish performance goals in its discretion. If the Committee exercises its discretion to
establish performance goals, the number and/or value of Other Stock-Based Awards that will be paid
out to the Participant will depend on the extent to which the performance goals are met.



     9.3 Other Stock-Based Awards. Payment, if any, with respect to an Other Stock-Based Award
shall be made in accordance with the terms of the Award, in cash or Shares as the Committee
determines.



     9.4 Termination of Directorship. The Committee shall determine the extent to which the
Participant shall have the right to receive Other Stock-Based Awards following termination of the
Participant’s services to the Company. Such provisions shall be determined in the sole discretion
of the Committee, such provisions may be included in an Award Agreement entered into with each
Participant, but need not be uniform among all Awards of Other Stock-Based Awards issued pursuant
to this Plan, and may reflect distinctions based on the reasons for termination.



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     9.5 Transferability of Other Stock-Based Awards. Except as otherwise determined by the
Committee, Other Stock-Based Awards may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution. Further,
except as otherwise provided by the Committee, a Participant’s rights under this Plan, if
exercisable, shall be exercisable during his lifetime only by such Participant. With respect to
Other Stock-Based Awards, if any, that are permitted to be transferred to another individual,
references in this Plan to exercise or payment of such Awards by or to the Participant shall be
deemed to include, as determined by the Committee, the Participant’s permitted transferee.



Article 10. Dividends and Dividend Equivalents




     Subject to the requirements of Section 409A of the Code, the Committee may grant dividends or
dividend equivalents based on the dividends declared on Shares that are subject to any Award. The
dividends or dividend equivalents may be credited as of the dividend payment dates, during the
period between the date the Award is granted and the date the Award vests. The dividends or
dividend equivalents may be subject to any limitations and/or restrictions determined by the
Committee. Dividend equivalents shall be converted to cash or additional Shares by such formula and
at such time as may be determined by the Committee.



Article 11. Beneficiary Designation




     Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under this Plan is to be paid
in case of his death before he receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing with the Company
during the Participant’s lifetime. In the absence of any such designation, benefits remaining
unpaid at the Participant’s death shall be paid to the Participant’s executor, administrator, or
legal representative.



Article 12. Deferrals




     12.1 Deferrals. The Committee may permit or require a Participant to defer such Participant’s
receipt of the payment of cash or the delivery of Shares that would otherwise be due to such
Participant by virtue of the lapse or waiver of restrictions with respect to an Award. If any such
deferral election is required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.



     12.2 Awards Subject to Code Section 409A. The remaining provisions of this Article 12 shall
apply to any Award granted under this Plan that is or becomes subject to Section 409A of the Code.
The provisions under this Article 12 are intended to comply with the requirements set forth in
Section 409A of the Code. If any such provision does not meet the requirements of Section 409A of
the Code, such section shall be null and void, unless such provision is amended by the Committee to
comply with Section 409A of the Code.



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     12.3 Deferral and/or Distribution Elections. The following rules shall apply to any deferral
and/or distribution elections (“Elections”) that may be permitted or required by the Committee to
be made in regard to an Award:




(a) All Elections must be in writing and specify the amount of the Award being deferred, as
well as the time and form of distribution as permitted by this Plan;




(b) All Elections shall be made by the end of the Participant’s taxable year prior to the
year in which services commence for which an Award would otherwise be granted to the
individual; provided, however, that if the Award qualifies as “performance-based
compensation” for purposes of Section 409A of the Code, then the deferral election can be
made no later than six (6) months prior to the end of the performance period; and




(c) Elections shall continue in effect until a written election to revoke or change such
Election is received by the Company, except that a written election to revoke or change such
Election with respect to an Award granted in the future, must be made prior to the beginning
of the calendar year for which such Election is to be effective.



     12.4 Subsequent Elections. This Plan permits a subsequent election to delay the distribution
or change the form of distribution of an Award deferred pursuant to Section 12.3; however, such
subsequent election shall comply with the following requirements:




(a) Such subsequent election may not take effect until at least twelve (12) months after
the date on which the subsequent election is made;




(b) In the case of a subsequent election related to a distribution of an award not
described in Sections 12.5(b), 12.5(c), or 12.5(f), such subsequent election must result in
a delay of distribution for a period of not less than five (5) years from the date such
distribution would otherwise have been made; and




(c) Any subsequent election related to a distribution pursuant to Section 12.5(d) shall not
be made less than twelve (12) months prior to the date of the first scheduled payment under
such distribution.



     12.5 Distributions Pursuant to Deferral Elections. Any Award deferred under this Plan (and
subject to the 409A rules) may not be distributed earlier than:




(a) The Participant’s separation from service (as determined by the Secretary of the United
States Treasury);




(b) The date the Participant becomes Disabled;




(c) Death;




(d) A specified time (or pursuant to a fixed schedule) specified in the Election as of the
date of the deferral of such Award;



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(e) To the extent provided by the Secretary of the United States Treasury, a change in
control as defined under Code Section 409A; or




(f) The occurrence of an “Unforeseeable Emergency” as defined under Code Section 409A.



     Notwithstanding anything else herein to the contrary, to the extent that a Participant is a
“Specified Employee” (as defined in Section 409A(a)(2)(B)(i) of the Code) of the Company, no
distribution pursuant to Section 12.5(a) of any deferred amounts may be made before six (6) months
after such Participant’s date of separation from service, or, if earlier, the date of the
Participant’s death.



     12.6 Unforeseeable Emergency. The Committee shall have the authority to alter the timing or
manner of payment of deferred amounts in the event that a Participant establishes, to the
satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the
amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of such distribution(s), after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or
by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship). Furthermore, to the extent the Committee agrees an
Unforeseeable Emergency has occurred for a Participant, the Committee may, in its sole discretion:




(a) Authorize the cessation of deferrals by such Participant under this Plan; or




(b) Provide that, subject to the above requirements, all, or a portion, of any previous
deferrals by the Participant shall immediately be paid in a lump-sum payment; or




(c) Provide for such other payment schedule as deemed appropriate by the Committee under
the circumstances



     The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee.
The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the
manner in which, if at all, the payment of deferrals to the Participant shall be altered or
modified, shall be final, conclusive, and not subject to approval or appeal.



     12.7 Disabled




(a) A Participant may elect one or both of the following forms of distribution for his or
her deferral(s) distributable by reason of the Participant becoming Disabled: (i) a single
distribution, or (ii) a distribution in approximately equal annual installments over a
period of either five (5) or ten (10) years. The deferral(s) of a Participant who fails or
refuses to elect a method of distribution upon becoming Disabled shall be paid in a single
sum.



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(b) A distribution payable by reason of a Participant becoming Disabled shall be paid (in
the case of a single distribution) or commence to be paid (in the case of annual
installments) as soon as practicable following the date the Participant becomes Disabled.



     12.8 Death. If a Participant dies before complete distribution of his or her deferral(s)
under this Plan has occurred, the Participant’s undistributed deferrals shall commence to be
distributed to his or her beneficiary under the distribution method for death elected by the
Participant as soon as administratively possible following receipt by the Committee of satisfactory
notice and confirmation of the Participant’s death. The deferral(s) of a Participant who fails or
refuses to elect a method of distribution upon death shall be paid in a single distribution.



     12.9 No Acceleration of Distributions. Notwithstanding anything to the contrary herein, this
Plan does not permit the acceleration of the time or schedule of any distribution under this Plan,
except as provided by Section 409A of the Code and/or the Secretary of the United States Treasury.



Article 13. Rights of Participants




     13.1 Directorship. Nothing in this Plan or an Award Agreement shall interfere with or limit in
any way the right of the Company to terminate any Participant’s service on the Board at any time or
for any reason not prohibited by law, nor confer upon any Participant any right to continue service
as a Director for any specified period of time.



     Neither an Award nor any benefits arising under this Plan shall constitute a service contract
with the Company and, accordingly, subject to Articles 3 and 15, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of the Committee
without giving rise to any liability on the part of the Company.



     13.2 Participation. No individual shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to receive a future Award.



     13.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have
none of the rights of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record holder of such Shares.



Article 14. Change of Control




     Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental agencies or national
securities exchanges, or unless the Committee shall determine otherwise in the Award Agreement:




(a) Any and all Options and SARs granted hereunder shall become immediately exercisable;
additionally, if a Participant’s service is terminated for any other reason except Cause
within twelve (12) months of such Change in Control, the Participant shall



16









 






have until the earlier of: (i) twelve (12) months following such termination date; or (ii)
the expiration of the Option or SAR term, to exercise any such Option or SAR;




(b) Any Period of Restriction for Restricted Stock and Restricted Stock Units granted
hereunder that have not previously vested shall end, and such Restricted Stock and
Restricted Stock Units shall become fully vested;




(c) The Target payout opportunities obtainable under all outstanding Awards which are
subject to achievement of any performance conditions or restrictions that the Committee has
made the Award contingent upon, shall be deemed to have been earned as of the effective date
of the Change of Control, and such Awards shall be treated as follows:




(i) The vesting of all such Awards denominated in Shares shall be accelerated as of
the effective date of the Change in Control, and there shall be paid out to
Participants a pro rata number of Shares based upon an assumed achievement of all
relevant targeted performance goals and upon the length of time within the performance
period, if any, that has elapsed prior to the Change in Control. The Committee has the
authority to pay all or any portion of the value of the Shares in cash.




(ii) All such Awards denominated in cash shall be paid pro rata to Participants with
the proration determined as a function of the length of time within the performance
period, if any, that has elapsed prior to the Change in Control, and based on an
assumed achievement of all relevant targeted performance goals.




(d) Subject to Article 15, herein, the Committee shall have the authority to make any
modifications to the Awards as determined by the Committee to be appropriate before the
effective date of the Change in Control.



Article 15. Amendment, Modification, Suspension, and Termination




     15.1 Amendment, Modification, Suspension, and Termination. Subject to Section 15.3, the
Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this
Plan and any Award Agreement in whole or in part; provided, however, that, without the prior
approval of the Company’s shareholders and except as provided in Section 4.3, Options or SARs
issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by
lowering the Option Price of a previously granted Option or the Grant Price of a previously granted
SAR, and no material amendment of this Plan shall be made without shareholder approval if
shareholder approval is required by law, regulation, or stock exchange rule including, but not
limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as
amended, and, if applicable, the New York Stock Exchange Listed Company Manual. Furthermore, no
amendment, modification, suspension or termination may impact the distribution of any Award that is
deferred under Article 12 of the Plan, except as permitted by Section 409A of the Code.



17









 





     15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The
Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without limitation, the events
described in Section 4.3 hereof) affecting the Company or the financial statements of the Company
or of changes in applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be made available under this Plan.
The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on Participants under this Plan.



     15.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the
contrary, no termination, amendment, suspension, or modification of this Plan or an Award Agreement
shall adversely affect in any material way any Award previously granted under this Plan, without
the written consent of the Participant holding such Award.



     15.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the
contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or an Award Agreement to any present or future law relating to plans of this or similar nature
(including, but not limited to, Section 409A of the Code), and to the administrative regulations
and rulings promulgated thereunder.



Article 16. Successors




     All obligations of the Company under this Plan with respect to Awards granted hereunder shall
be binding on any successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all
of the business and/or assets of the Company.



Article 17. General Provisions




     17.1 Forfeiture Events.




(a) The Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture, or recoupment upon the occurrence of certain specified events, in addition to
any otherwise applicable vesting or performance conditions of an Award. Such events may
include, but shall not be limited to, termination of service for cause, termination of the
Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation
of material Company, Affiliate, and/or Subsidiary policies, breach of confidentiality, or
other restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company, its
Affiliates, and/or its Subsidiaries.




(b) If the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial reporting



18









 






requirement under the securities laws, if the Participant knowingly or gross negligently
engaged in the misconduct, or knowingly or gross negligently failed to prevent the
misconduct, or if the Participant is one of the individuals subject to automatic forfeiture
under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the
Company the amount of any payment in settlement of an Award earned or accrued during the
twelve- (12-) month period following the first public issuance or filing with the United
States Securities and Exchange Commission (whichever just occurred) of the financial
document embodying such financial reporting requirement.



     17.2 Legend. The certificates for Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer of such Shares.



     17.3 Gender and Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.



     17.4 Severability. In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     17.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



     17.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of
title for Shares issued under this Plan prior to:




(a) Obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and




(b) Completion of any registration or other qualification of the Shares under any
applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.



     17.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     17.8 Investment Representations. The Committee may require any individual receiving Shares
pursuant to an Award under this Plan to represent and warrant in writing that the individual is
acquiring the Shares for investment and without any present intention to sell or distribute such
Shares.



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     17.9 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates
to reflect the transfer of Shares, the transfer of such Shares may be effected on a
non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock
exchange.



     17.10 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to
any investments that the Company, and/or its Subsidiaries, and/or its Affiliates may make to aid it
in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant, beneficiary, legal representative,
or any other individual. To the extent that any person acquires a right to receive payments from
the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an
Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general
funds of the Company, a Subsidiary, or an Affiliate, as the case may be and no special or separate
fund shall be established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in this Plan.



     17.11 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this
Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be
issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto
shall be forfeited or otherwise eliminated.



     17.12 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as
creating any limitations on the power of the Board or Committee to adopt such other compensation
arrangements as it may deem desirable for any Participant.



     17.13 No Constraint on Corporate Action. Nothing in this Plan shall be construed to:
(i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or
power to make adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or
any part of its business or assets; or, (ii) limit the right or power of the Company or a
Subsidiary or an Affiliate to take any action which such entity deems to be necessary or
appropriate.



     17.14 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of Idaho, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of another jurisdiction.
Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed
to submit to the exclusive jurisdiction and venue of the federal or state courts of Idaho, to
resolve any and all issues that may arise out of or relate to this Plan or any related Award
Agreement.



     17.15 Indemnification. Subject to requirements of Idaho law, each individual who is or shall
have been a member of the Board, or a Committee appointed by the Board, or an officer of the
Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or



20









 




expense that may be imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be a party or in which he or she may be
involved by reason of any action taken or failure to act under this Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of any judgement in any such action, suit, or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense
is a result of his own willful misconduct or except as expressly provided by statute.




     The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such individuals may be entitled under the Company’s Certificate of
Incorporation of Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.




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