exv4w6



 





Exhibit 4.6




MERIDIAN GOLD INC.




2007 SHARE INCENTIVE PLAN





	1.	 	Purpose of the Plan





The Meridian Gold Inc. 2007 Share Incentive Plan provides for the acquisition of Common Shares by
Participants for the purpose of advancing the interests of the Company through the motivation,
attraction and retention of key employees (including prospective employees) and directors of the
Company and the Designated Affiliates and to secure for the Company and the shareholders of the
Company the benefits inherent in the ownership of Common Shares by key employees and directors of
the Company and its Designated Affiliates, it being generally recognized that share incentive plans
can aid in attracting, retaining and encouraging employees and directors due to the opportunity
offered to them to acquire a proprietary interest in the Company.




	2.	 	Definitions





Unless otherwise defined herein, the following terms used in this Plan have the meaning given to
them below:




“Associate” has the meaning given to it in the Securities Act (Ontario), as amended from
time to time;




“Award” means an award (other than an Option) made pursuant to the Plan, as provided in
Section 4;




“Award Agreement” means a written document by which each Award is evidenced;




“Blackout Period” means an interval of time during which (i) the trading guidelines of the
Company, as amended from time to time, restrict one or more Participants from trading in
securities of the Corporation or (ii) the Corporation has determined that one or more
Participants may not trade any securities of the Corporation;




“Blackout Period Expiry Date” means the date on which a Blackout Period expires;




“Board” and “Board of Directors” mean the board of directors of the Company;




“Certificate” means a share certificate (or other appropriate document or indicia of
ownership) representing Common Shares of the Company;




“Change of Control” means (a) the acquisition by any individual, entity or group of
beneficial ownership of more than 30% of the outstanding voting shares of the Company, (b)
upon the individual directors (“Incumbents”) on the board of directors on the Date of
Grant ceasing to constitute a majority of the board (save and except that for the purposes
hereof, any individual(s) elected or appointed as directors whose nomination is approved by
a majority of the Incumbent Directors shall be considered to be an Incumbent), or (c) the
consummation of a corporate merger, amalgamation, or arrangement or the sale or disposition
of substantially all of the assets of the Company which the Committee determines has or
will result in a change of control of the Company;









 



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“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;




“Committee” means the compensation committee appointed by the Board of Directors to
administer this Plan. All references in this Plan to the Committee means the Board of
Directors if no such compensation committee has been appointed;




“Common Shares” means the Common Shares of the Company or, in the event of an adjustment
contemplated in Section 11, such other shares to which a Participant may be entitled as a
result of such adjustment;




“Company” means Meridian Gold Inc., any successor of it, and where the context so requires,
any subsidiary of Meridian Gold Inc.;




“Consultant” means an individual, other than an Eligible Employee of the Company, that:




	 	(i)	 	is engaged to provide ongoing consulting, technical, management
or other services on a bona fide basis to the Company or to a subsidiary of the
Company under a Consulting Contract; 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 subsidiary of the Company;






“Consulting Contract” means a written contract between a Consultant (or a company or
partnership of which the individual Consultant is an employee or a shareholder or partner)
and the Company, governing the terms with respect to the provision of the Consultant’s
services to the Company;




“Date of Grant” means the date a Participant is granted an Option or Award;




“Designated Affiliate” means the affiliates of the Company designated by the Committee for
purposes of the Plan from time to time;




“Directors” shall mean the directors of the Company from time to time;




“Eligible Directors” shall mean the Directors or the directors of any Designated Affiliate
from time to time;




“Eligible Employees” shall mean employees and officers, whether Directors or not, and
including both full-time and part-time employees, of the Company or any Designated
Affiliate;




“Employment Contract” means any contract between the Company or any Designated Affiliate
and any Eligible Employee, Eligible Director or Other Participant relating to, or entered
into in connection with, the employment of the Eligible Employee, the appointment or
election of the Eligible Director or the engagement of the Other Participant or any other
agreement to which the Company or a Designated Affiliate is a party with respect to the
rights of such Participant in respect of a change in control of the Company or the
termination of employment, appointment, election or engagement of such Participant;




“Disability” for purposes of this Plan means permanent and total disability as determined
in the sole discretion of the Committee;









 



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“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from
time to time;




“Exercise Date” means the date the Company receives from a Participant a completed notice
of exercise contemplated by Section 8(f), together with payment for the Option Shares being
purchased;




“Fair Market Value” means, with respect to a Common Share on any day, the weighted average
trading price of the Common Shares on the Stock Exchange for the previous five days prior
to the date in question, provided that, if no sales of Common Shares were made on the Stock
Exchange on such dates, the weighted average trading price of the Common Shares as reported
for the five most recent preceding days on which sales of Common Shares were made on the
Stock Exchange;




“Incentive Stock Option” has the meaning given to it in Section 8(g);




“Insider” means:




	 	(i)	 	an insider of the Company as defined in the Securities Act
(Ontario), as amended from time to time, other than a person who falls within
such definition solely by virtue of being a director or senior officer of a
subsidiary of the Company; and
	 
	 	(ii)	 	an Associate of any person who is an insider by virtue of
clause (i) of this definition;






“Market Price” has the meaning given to it in the Regulation to the Securities Act
(Ontario), as amended from time to time;




“NYSE” means the New York Stock Exchange;




“Option” means a non-assignable, non-transferable right to purchase Common Shares granted
pursuant to, or governed by the Share Option Plan;




“Optionee” shall mean a Participant to whom an Option has been granted pursuant to the
Share Option Plan;




“Option Agreement” means a written document by which each Option is evidenced;




“Option Period” means the period set forth in Section 8(b) during which a Participant may
purchase Option Shares (provided, however, that the Option Period may not exceed ten years
from the relevant Date of Grant);




“Option Price” means the price per share at which a Participant may purchase Option Shares
as fixed by the Committee;




“Option Shares” means the Common Shares which a Participant is entitled to purchase
pursuant to Options granted pursuant to the Share Option Plan;




“Other Awards Plan” means the other awards plan described in Section 9 hereof;









 



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“Other Participants” shall mean any person or Company engaged to provide ongoing management
or consulting services for the Company or a Designated Affiliate, or any employee of such
person or Company, other than an Eligible Director or an Eligible Employee;




“Participant” with respect to the Share Option Plan and Other Awards Plan shall mean each
Eligible Director, Eligible Employee, Consultant and any Other Participant;




“Plan” means this share incentive plan which includes the Share Option Plan and the Other
Awards Plan, as amended from time to time;




“Share Compensation Arrangement” means a stock option, stock option plan or any other
compensation or incentive mechanism involving the issue or potential issue of securities of
the Company to one or more Other Participants, including a share purchase from treasury
which is financially assisted by the Company by way of a loan, guaranty or otherwise;




“Share Option Plan” means the share option plan described in Section 8 hereof;




“Stock Exchange” means The Toronto Stock Exchange; and




“Restricted Officers” means the Chief Executive Officer of the Company and the four highest
compensated officers (other than the Chief Executive Officer) as defined in (United States)
Treasury Regulation 1.1 62-27(c)(2).




	3.	 	Eligibility





Participation in this Plan shall be limited to Participants who are designated from time to time by
the Committee. Participation shall be voluntary and the extent to which any Participant shall be
entitled to participate in this Plan shall be determined by the Committee.




	4.	 	Types of Awards Under Plan





Grants under the Plan may be made in the form of Options or Awards, which Awards may include the
following: (i) share appreciation rights, (ii) restricted shares, (iii) restricted share units,
(iv) performance shares and performance share units and (v) other equity-based or equity related
awards that the Committee determines to be consistent with the purpose of the Plan and the
interests of the Company.




	5.	 	Number of Common Shares Available for Awards






	 	(a)	 	Share Option Plan: The maximum number of Common Shares made available as Option
Shares pursuant to the Share Option Plan shall be determined from time to time by the
Committee but, in any case, shall not exceed 4,000,000 Common Shares in the aggregate
(which shall include 3,043,022 Common Shares previously approved by shareholders
pursuant to the 1999 Share Incentive Plan and reserved for issuance by the Toronto
Stock Exchange).
	 
	 	(b)	 	Other Awards Plan: The maximum number of Common Shares made available as Awards
pursuant to the Other Awards Plan (other than Options) shall be determined from time to
time by the Committee but, in any case, shall not exceed 4,000,000 Common Shares in the
aggregate (which shall include 571,382 Common Shares previously approved by
shareholders pursuant to the 1999 Share Incentive Plan and reserved for issuance by the
Toronto Stock Exchange).










 



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	 	(c)	 	The aggregate number of Common Shares which may be reserved for issuance
pursuant to Awards granted under the Other Awards Plan to all of the Directors as a
group shall not exceed 2% during any one year period.
	 
	 	(d)	 	Limits with respect to Insiders:






	 	(i)	 	the aggregate number of Common Shares issuable under this Plan
and any other Share Compensation Arrangement to Insiders shall not exceed 10%
of the Common Shares then outstanding;
	 
	 	(ii)	 	Insiders shall not be issued, pursuant to this Plan and any
other Share Compensation Arrangements, within any one year period, a number of
Common Shares which exceeds 10% of the Common Shares then outstanding;





For purposes of this section, the number of Common Shares then outstanding shall mean the number of
Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the
applicable Option, Award or issue of Common Shares, as the case may be, excluding Common Shares
issued pursuant to Share Compensation Arrangements over the preceding one-year period.




	6.	 	Agreements Evidencing Awards





Each Award and/or Option granted under this Plan shall be evidenced by a written document which
shall contain such provisions and conditions as the Committee in its discretion deems appropriate.
The Committee may grant Awards and Options in tandem with or, subject to pre-clearance with the
Stock Exchange, in substitution for any other Award or Option granted under this Plan. By accepting
an Award or Option pursuant to the Plan, a Participant thereby agrees that the Award or Option
shall be subject to all of the terms and conditions of this Plan and the applicable Award or Option
Agreement.




	7.	 	No Rights as a Shareholder





No Participant shall have any of the rights of a shareholder of the Company with respect to Common
Shares subject to such Award or Option until the issuance of a Certificate for such Common Shares.
Except as otherwise provided in Section 11, no adjustments shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities
or other property) for which the record date is prior to the date such Certificate is issued.



OPTION PLAN





	8.	 	Options, Price, Vesting, Payment, Termination and Incentive Stock Options






	 	(a)	 	A Share Option Plan is hereby established for the Eligible Directors, Eligible
Employees, Consultants and Other Participants of the Plan.
	 
	 	(b)	 	The Committee shall advise each Participant of the number of Option Shares that
such Participant is entitled to purchase, the Option Price, the Option Period (which
may not exceed ten years from the relevant Date of Grant) and the vesting schedule.
	 
	 	(c)	 	Each Option granted to a Participant shall be evidenced by an Option Agreement
setting out terms and conditions consistent with the provisions of the Plan, which
terms and conditions need not be the same in each case and which terms and conditions
may be changed from time to time.










 



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	 	(d)	 	The Committee shall fix the Option Price in its discretion, provided that:






	 	(i)	 	the Option Price shall be fixed by the Committee in Canadian or
U.S. dollars;






	 	(ii)	 	if the Option Price is fixed in Canadian dollars, it shall be
no less than the closing price of the Common Shares on the Stock Exchange on
the trading day prior to the Date of Grant;






	 	(iii)	 	if the Option Price is fixed in U.S. dollars, it shall be no
less than the closing price of the Common Shares on the NYSE on the trading day
prior to the Date of Grant;






	 	(iv)	 	if the Common Shares are not listed on the Stock Exchange or
the NYSE, the Option Price shall be determined based upon the trading prices of
the Common Shares on any stock exchange in Canada or the United States on which
the Common Shares are then listed on the trading day prior to the Date of
Grant; and






	 	(v)	 	if the Common Shares are not listed on any stock exchange in
Canada or the United States, the Option Price shall be determined by the
Committee in its sole discretion.






	 	(e)	 	At the time of grant, the Committee may determine when an Option will become
exercisable and may determine that the Option shall be exercisable in instalments on
such terms as to vesting or otherwise as the Committee deems advisable. Unless
otherwise determined by the Committee, Options will vest, as to one third of the
Options granted, on each of the first, second and third anniversaries of the Date of
Grant, provided that the Participant is an Eligible Employee, Eligible Director,
Consultant or Other Participant at the time of vesting.
	 
	 	(f)	 	A Participant may from time to time and at any time during the Option Period,
elect to purchase all or a portion of the Option Shares which such Participant is then
entitled to purchase by delivering to the Company at its registered office, a notice in
writing which shall specify the number of Option Shares that the Participant desires to
purchase accompanied by payment in full of the purchase price for such Option Shares.
Payment may be made by cash, certified cheque, bank draft or money order, payable to
the order of the Company, or if permitted by the Committee, by means of tendering
Common Shares valued at the Market Price or as otherwise required by applicable law, or
surrendering another Award, subject to pre-clearance with the Stock Exchange, or any
combination thereof. The Committee may otherwise determine acceptable methods to
exercise an Option as it deems appropriate.
	 
	 	(g)	 	An Option may be in the form of an incentive stock option (“Incentive Stock
Option”), which, in addition to being subject to the applicable terms, conditions, and
limitations established by the Committee with respect to Options, complies with section
421, 422 and 424 of the Code, and which is so designated in the applicable Option
Agreement. No Incentive Stock Option shall be granted more than ten years after the
date of this Plan. Incentive Stock Options may be granted only to Participants who are
Eligible Employees.
	 
	 	(h)	 	An Option may be exercised by the Optionee in whole at any time, or in part
from time to time, during the Option Period, provided however that, except as otherwise
specifically










 



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	 	 	 	provided in any Employment Contract, no Option may be exercised unless the Optionee
at the time of exercise thereof is:






	 	(i)	 	in the case of an Eligible Employee, an officer of the Company
or a Designated Affiliate or in the employment of the Company or a Designated
Affiliate and has been continuously an officer or so employed since the date of
the grant of such Option, provided however that a leave of absence with the
approval of the Company or such Designated Affiliate shall not be considered an
interruption of employment for purposes of the Share Option Plan;






	 	(ii)	 	in the case of an Eligible Director who is not also an Eligible
Employee, a director of the Company or a Designated Affiliate and has been such
a director continuously since the date of the grant of such Option; and






	 	(iii)	 	in the case of an Other Participant, engaged, directly or
indirectly, in providing ongoing management or consulting services for the
Company or a Designated Affiliate and has been so engaged since the date of the
grant of such Option.






	 	(i)	 	Notwithstanding the expiration provisions hereof, the expiration date of an
Option will be the date fixed by the Board with respect to such Option unless such
expiration date falls within a Blackout Period or within two days after a Blackout
Period Expiry Date, in which case the expiration date of the Option will be the date
which is ten Business Days after the Blackout Period Expiry Date.






	 	(j)	 	The obligation of the Company to issue and deliver any Common Shares in
accordance with the Share Option Plan shall be subject to any necessary approval of any
stock exchange or regulatory authority having jurisdiction over the securities of the
Company. If any Common Shares cannot be issued to any Participant upon the exercise of
an Option for whatever reason, the obligation of the Company to issue such Common
Shares shall terminate and any exercise price paid to the Company in respect of the
exercise of such Option shall be returned to the Participant.





OTHER AWARDS PLAN





	9.	 	Other Awards, Vesting, etc.






	 	(a)	 	The Other Awards Plan is hereby established for Eligible Directors, Eligible
Employees, Consultants and Other Participants. The Committee shall advise each
Participant of the type and number of Awards that such Participant is entitled to, the
terms of such Award (which may not exceed ten years from the relevant Date of Grant)
and the vesting schedule, if applicable, of such Award.
	 
	 	(b)	 	Each Award granted to a Participant shall be evidenced by an Award Agreement
setting out terms and conditions consistent with the provisions of the Plan, which
terms and conditions need not be the same in each case and which terms and conditions
may be changed from time to time.






	 	(i)	 	Share Appreciation Rights
	 
	 	 	 	The Committee may grant share appreciation rights to Participants in such
amounts and subject to such terms and conditions as the Committee shall











 



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	 	 	 	determine in its discretion. The grantee of a share appreciation right shall
have the right, subject to the terms of the Plan and the applicable Award
Agreement, to receive from the Company an amount equal to (a) the excess of
the Fair Market Value of a Common Share on the date of exercise of the share
appreciation right, over (b) the exercise price of such right as set forth
in the Award Agreement, multiplied by (c) the number of Common Shares with
respect to which the share appreciation right is exercised. Payment upon
exercise of a share appreciation right may be in cash, Common Shares (valued
at Fair Market Value), or any combination thereof, all as the Committee
shall determine in its discretion.
	 
	 	(ii)	 	Restricted Shares
	 
	 	 	 	The Committee may grant Awards of restricted shares to Participants in such
amounts and subject to such terms and conditions as the Committee may
determine in its discretion, as follows:






	 	A.	 	At the time of the grant, the Committee may
determine when a restricted share will become vested and may determine
that the restricted share shall be vested in instalments on such terms
as the Committee deems advisable. Unless otherwise provided by the
Committee, restricted shares will vest as to one third of the
restricted shares granted, on each of the first, second and third
anniversaries of the Date of Grant, provided that the Participant is an
Eligible Employee, Eligible Director, Consultant or Other Participant
at the time of vesting.
	 
	 	B.	 	Promptly after a Participant accepts an Award
of restricted shares and executes an Award Agreement, the Company shall
issue in the Participant’s name a Certificate for the number of Common
Shares granted as restricted shares. Upon the issuance of such
Certificate, the Participant shall have the rights of a shareholder
with respect to the restricted shares, subject to any restrictions and
conditions as the Committee in its discretion may include in the
applicable Award Agreement. Unless the Committee shall otherwise
determine, any Certificate issued evidencing Common Shares which are
restricted shares shall remain in the possession of the Company or its
designated agent until such Common Shares are free of any restrictions
specified in the applicable Award Agreement.
	 
	 	C.	 	Notwithstanding the restrictions on transfer
and assignment of Awards provided in section 13 of this Plan, the
Committee at the time of grant may specify the date or dates (which may
depend upon or be related to the attainment of performance goals and
other conditions) on which the non-transferability of the restricted
 shares shall lapse.






	 	(iii)	 	Restricted Share Units
	 
	 	 	 	The Committee may grant Awards of restricted share units to Participants in
such amounts and subject to such terms and conditions as the Committee shall
determine in its discretion. A Participant who is granted a restricted share
unit will have only the rights of a general unsecured creditor of the
Company until











 



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	 	 	 	payment of Common Shares, cash or other securities or property is made as
specified in the applicable Award Agreement. On the payment date, the
Participant of each restricted share unit not previously forfeited under the
terms of the applicable Award Agreement shall receive Common Shares, cash,
securities or other property equal in value to the Common Shares or a
combination thereof, as specified by the Committee.
	 
	 	(iv)	 	Performance Shares and Performance Share Units
	 
	 	 	 	The Committee may grant Awards of performance shares to Participants in the
form of (a) Common Shares or (b) performance share units having a value
equal to an identical number of Common Shares, in such amounts and subject
to such terms and conditions as the Committee shall determine in its
discretion. A Participant who is granted a performance share unit will have
only the rights of a general unsecured creditor of the Company until payment
of Common Shares, cash or other securities or property is made as specified
in the applicable Award Agreement. In the event that a Certificate is issued
in respect of an Award of performance shares, such Certificate shall be
registered in the name of the Participant but shall be held by the Company
or its designated agent until the time the performance shares are earned in
accordance with the terms of the grant. The Committee shall determine in its
sole discretion whether performance shares and performance share units shall
be paid in Common Shares, cash, securities or other property, or a
combination thereof.
	 
	 	(v)	 	Other Equity-Based Awards
	 
	 	 	 	The Committee may grant other types of equity-based or equity-related Awards
to Participants (including the grant of unrestricted Common Shares) in such
amounts and subject to such terms and conditions as the Committee shall in
its discretion determine. Such Awards may entail the transfer of actual
Common Shares to Participants, or payment in cash or otherwise of amounts
based on the value of Common Shares, and may include, without limitation,
Awards designed to comply with or take advantage of the applicable local
laws of foreign jurisdictions.






	10.	 	Withholding of Tax





If the Company determines that under the requirements of applicable taxation laws it is obliged to
withhold for remittance to a taxing authority any amount as a condition of the issuance of any
Common Shares pursuant to any Awards or Options, the Company may, prior to and as a condition of
issuing the Common Shares, require the Participant to pay to the Company, in addition to and in the
same manner as the purchase price for the Common Shares, such amount as the Company is obliged to
remit to such taxing authority in respect of the issuance of the Common Shares. Any such additional
payment shall, in any event, be due no later than the date as of which any amount with respect to
the issuance of the Common Share exercise must be remitted by the Company to such taxing authority.
Payment may be in cash or, with the prior approval of and upon conditions established by the
Committee, by withholding or tendering of Common Shares, valued at the closing trading price of the
Common Shares on the Stock Exchange for the previous day prior to the date in question.









 



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	11.	 	Adjustment in Shares






	 	(a)	 	The number of Common Shares subject to this Plan, the number of Common Shares
available under Awards or Options granted and the Option Price and/or cash value
allocated to Awards shall be adjusted from time to time, in such manner and by such
procedure deemed appropriate by the Committee, to reflect adjustments in the number of
Common Shares arising as a result of subdivision, stock dividends, consolidations or
reclassification of the Common Shares or other relevant changes in the authorized or
issued capital of the Company.






	 	(b)	 	If the Company amalgamates, consolidates with or merges with or into another
body corporate, whether by way of amalgamation, statutory arrangement or otherwise (the
right to do so being hereby expressly reserved), any Common Share receivable on the
vesting of an Award or exercise of an Option shall be converted into the securities,
property or cash which the Participant would have received upon such amalgamation,
consolidation or merger if the Participant had been vested in the Award or exercised
his or her Option immediately prior to the effective date of such amalgamation,
consolidation or merger and, in the case of Options, the Option Price shall be adjusted
appropriately by the Committee and such adjustment shall be binding for all purposes of
the Plan.






	 	(c)	 	In the event of a change in the Company’s currently authorized Common Shares
which is limited to a change in the designation thereof, the shares resulting from any
such change shall be deemed to be Common Shares within the meaning of the Plan.






	 	(d)	 	In the event of any other change affecting the Common Shares, such adjustment,
if any, shall be made as may be deemed equitable by the Committee to properly reflect
such event.






	 	(e)	 	No fractional Common Shares shall be issued on the vesting of an Award or the
exercise of Option. Accordingly, if, as a result of any adjustment under this Section
11, a Participant would become entitled to a fractional Common Share, the Participant
shall have the right to acquire only the adjusted number of full Common Shares and no
payment or other adjustment will be made with respect to the fractional Common Shares
so disregarded.






	12.	 	Required Consents






	 	(a)	 	If the Committee shall at any time determine that any consent (as hereinafter
defined) is necessary or desirable as a condition of, or in connection with, the
granting of any Award or Option, the issuance of Common Shares or the delivery of any
cash, securities or other property under the Plan, or the taking of any other action
thereunder (each such action being hereinafter referred to as a “plan action”), then
such plan action shall not be taken, in whole or in part, unless and until such consent
shall have been effected or obtained to the full satisfaction of the Committee.






	 	(b)	 	The term “consent” as used herein with respect to any plan action includes (i)
any and all listings, registrations or qualifications in respect thereof upon any stock
exchange or under any applicable law, rule or regulation, (ii) any and all written
agreements and representations by the grantee with respect to the
disposition of shares, or with respect to any other matter, which the Committee shall deem necessary
or desirable to comply with










 



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	 	 	 	the terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or registration
be made and (iii) any and all other consents, clearances and approvals in respect of
a plan action by any governmental or other regulatory body or any stock exchange or
self-regulatory agency having jurisdiction.






	13.	 	Transfer and Assignment





Except to the extent otherwise provided in the applicable Award or Option Agreement, no Award or
Option or right granted to any person under the Plan shall be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of (including through the use of any
cash-settled instrument) other than by will or by the laws of descent and distribution in
accordance with Section 14, and all such Awards, Options and rights shall be exercisable during the
life of the grantee only by the grantee or the grantee’s legal representative. Notwithstanding the
immediately preceding sentence, the Committee may permit, under such terms and conditions that it
deems appropriate in its sole discretion, a grantee to transfer any Award (other than Options) to
any person or entity that the Committee so determines.




	14.	 	Effect of Death.





If a Participant or, in the case of an Other Participant which is not an individual, the primary
individual providing services to the Company or Designated Affiliates on behalf of the Other
Participant, shall die, any Option or Award that would have vested within 12 months after the date
of such death of the Participant or Other Participant shall immediately vest notwithstanding
Sections 8(e) and 9(b)(ii)(A), respectively, and such Options shall be exercisable and such Awards
shall vest in whole or in part only by the person or persons to whom the rights of the Optionee or
Award holder under the Option or Award shall pass by the will of the Optionee or Award holder or
the laws of descent and distribution for a period of six months (or such other period of time as is
otherwise provided in an Employment Contract) after the date of death of the Optionee or Award
holder or prior to the expiration of the Option Period in respect of the Option, whichever is
sooner, and then only to the extent that such Optionee or Award holder was entitled to exercise the
Option or Award at the date of the death of such Optionee or Award holder in accordance with
Section 8(h) and Section 21 of this Plan.




	15.	 	Employment and Board Position Non-Contractual





The granting of an Award or Option to a Participant under this Plan does not confer upon the
Participant any right to continue as an Eligible Employee, Eligible Director, Consultant or Other
Participant, as the case may be, nor does it interfere in any way with the right of the Participant
or the Company to terminate the Participant’s employment or a Consulting Contract at any time, or
the shareholders’ right to elect or remove Directors.




	16.	 	Code Section 162(m) Provisions Applicable to Restricted Officers





Options and Awards under this Plan to Restricted Officers are intended to come within the exception
to the non-deductibility of compensation exceeding $1,000,000 for qualified performance-based
compensation under Treasury Regulation 1.162-27(e), unless otherwise provided in the Option or
Award Agreement. Any ambiguities or inconsistencies in the construction of this Plan shall be
interpreted to give effect to this intention, and if any provision of the Plan is found not to be
in compliance with such Regulation, such provision shall be null and void to the extent required to
permit the Option or Award to be considered qualified performance-based compensation. Therefore,
notwithstanding anything in this Plan to the contrary, the requirements of Treasury Regulation
Section 1.162-27(e) for qualified









 



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performance-based compensation further limits Options or Awards intended to meet the requirements
of Code Section 162(m).




	17.	 	Administration of Plan






	 	(a)	 	The Plan shall be administered by the Committee and the Committee shall have
full authority to administer the Plan including the authority to interpret and construe
any provision of the Plan and to adopt, amend and rescind such rules and regulations
for administering the Plan as the Committee may deem necessary or desirable in order to
comply with the requirements of the Plan. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and conclusive and
shall be binding on the Participants and the Company. No member of the Committee shall
be personally liable for any action taken or determination or interpretation made in
good faith in connection with the Plan and all members of the Committee shall, in
addition to their rights as Directors, be fully protected, indemnified and held
harmless by the Company with respect to any such action taken or determination or
interpretation made. The appropriate officers of the Company are hereby authorized and
empowered to do all things and execute and deliver all instruments, undertakings and
applications and writings as they, in their absolute discretion, consider necessary or
desirable for the implementation of the Plan and of the rules and regulations
established for administering the Plan. All costs incurred in connection with the Plan
shall be for the account of the Company.






	 	(b)	 	Any determination by the Committee shall be final and conclusive on all persons
affected thereby unless otherwise determined by the Board of Directors.






	 	(c)	 	The day-to-day administration of this Plan may be delegated to such officers
and employees as the Committee shall determine.






	 	(d)	 	To the extent required for transactions under the Plan to qualify for the
exemptions available under Rule 16b-3 promulgated under the Exchange Act, all actions
relating to Options and Awards to persons subject to Section 16 of the Exchange Act
shall be taken by the Board or a committee or subcommittee of the Board composed of two
or more members, each of whom is a “non-employee director” within the meaning of
Exchange Act Rule 16b-3. To the extent required for compensation realized from Options
or Awards under the Plan to be deductible by the Company pursuant to Section 162(m) of
the Code, such Options or Awards may be granted by a committee or subcommittee of the
Board composed of two or more members, each of whom is an “outside director” within the
meaning of Code Section 162(m).






	18.	 	Change of Control





Upon a Change of Control, anything in this Plan to the contrary notwithstanding, every Option and
Award granted hereunder shall immediately become exercisable.




	19.	 	Notices





All written notices to be given by the Participant to the Company may be delivered personally or by
registered mail, postage prepaid, addressed as follows:









 



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Meridian Gold Inc.

Suite 200

9670 Gateway Drive

Reno, NV 89521-8997



Attention: Chief Financial Officer



Any
notice given by the Participant pursuant to the terms of the Option
or Award shall not be effective until actually received by the
Company at the above address. Any notice to be given to the
Participant shall be sufficiently given if delivered personally or by postage prepaid mail to the last address of the Participant on the records of the Company and shall be effective seven days after mailing.





	20.	 	Corporate Action





Nothing contained in this Plan or any Option or Award granted shall be construed so as to prevent
the Company or any subsidiary of the Company from taking corporate action which is deemed by the
Company or the subsidiary to be appropriate or in its best interest, whether or not such action
would have an adverse effect on this Plan or on any Option or Award granted.




	21.	 	Termination of Options and Awards under the Plan






	 	(a)	 	If (X) a Participant’s employment with the Company terminates, whether for or
without cause and whether with or without reasonable notice, or (Y) a Participant who
is an Eligible Director, Consultant or Other Participant ceases to be an Eligible
Director, Consultant or Other Participant, as the case may be, due to:






	 	(i)	 	(A) normal retirement under the Company’s then existing
policies; (B) early retirement at the request of the Company; (C) death; or (D)
Disability, then there shall be immediate vesting upon the effective date such
employment is terminated or a Participant who is an Eligible Director,
Consultant or Other Participant ceases to be an Eligible Director, Consultant
or Other Participant, as the case may be (and not at the date any period of
reasonable notice would expire in the case of termination by the
Company) (the
“Termination Date”) of the Options or Awards that would otherwise have vested
in the 12 month period following the Termination Date, and all Options or
Awards that would have vested after such 12 month period following the
Termination Date shall expire or be forfeited, as the case may be. All Options
or Awards that have vested or become exercisable by such Participant shall be
exercisable or receivable during the period which is the shorter of: (x) the
remainder of the applicable Option Period (or other applicable vesting period
in respect of Awards); and (y) 180 days after the Termination Date, after which
period, such Options or Awards may no longer vest or be exercised and will be
deemed to be forfeited, as the case may be; or






	 	(ii)	 	any reason other than those specified in item (i) (A) to (D),
inclusive, then the Options and Awards that have vested (but not yet expired)
before the Termination Date shall be exercisable or receivable, as the case may
be, during the period which is the shorter of: (x) the remainder of the
applicable Option Period (or other applicable vesting period in respect of
Awards), and (y) 90 days after the Termination Date, after which period, the
Options and/or Awards may no longer be exercised and will be deemed to be
forfeited, as the case may be.










 



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	 	 	 	Any Options, and if applicable Awards, that have not vested before the
Termination Date shall expire on the Termination Date.






	22.	 	Amendment of the Plan






	 	(a)	 	The Committee may amend, suspend or terminate the Plan at any time, provided
that no such amendment, suspension or termination may:






	 	I.	 	be made without obtaining any required regulatory approvals; or






	 	II.	 	adversely affect the rights of any Optionee or holder of an
Award who holds an Option or Award at the time of any such amendment, without
the consent of the Optionee or Award holder.






	 	(b)	 	The Committee may from time to time, in the absolute discretion of the
Committee and without shareholder approval, make the following amendments to the Plan
or any Option or Award granted under the Plan:






	 	I.	 	an amendment to the purchase price of any Option or Award,
unless the amendment is a reduction in the purchase price of an Option or Award
held by an Insider;






	 	II.	 	an amendment to the date upon which an Option or Award may
expire, unless the amendment extends the expiry of an Option or Award held by
an Insider;






	 	III.	 	an amendment to the vesting provisions of the Share Option Plan
and Other Awards Plan and any Option Agreement or Award Agreement granted under
the Plan;






	 	IV.	 	an amendment to provide a cashless exercise feature to an
Option or the Share Option Plan, provided that such amendment ensures the full
deduction of the number of underlying Common Shares from the total number of
Common Shares subject to the Share Option Plan;






	 	V.	 	an addition to, deletion from or alteration of the Plan or an
Option or Award that is necessary to comply with applicable law or the
requirements of any regulatory authority or the Stock Exchange;






	 	VI.	 	any amendment of a “housekeeping” nature, including, without
limitation, amending the wording of any provision of this Share Incentive Plan
for the purpose of clarifying the meaning of existing provisions or to correct
or supplement any provision of this Share Incentive Plan that is inconsistent
with any other provision of this Share Incentive Plan, correcting grammatical
or typographical errors and amending the definitions contained within this
Share Incentive Plan respecting the administration of the Share Incentive Plan,






	 	VII.	 	any amendment respecting the administration of this Share
Incentive Plan, and






	 	VIII.	 	any other amendment that does not require shareholder approval
under Section 22(c).










 



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	 	(c)	 	Shareholder approval will be required for the following amendments to the Plan:






	 	I.	 	any increase in the number of Common Shares reserved for
issuance under the Plan;






	 	II.	 	any reduction in the purchase price or the extension of the
expiry of an Option or Award held by Insiders;






	 	III.	 	any change which would materially modify the requirements as to
eligibility for participation in the Plan.






	23.	 	Governing Law





This Plan is established under the laws of Ontario and the rights of all parties and the
construction and effect of each provision of this Plan shall be according to the laws of Ontario
and the laws of Canada applicable in Ontario.




	24.	 	Government Regulation





The Company’s obligation to issue and deliver Common Shares under any Option or Award is subject
to:




	 	(a)	 	the satisfaction of all requirements under applicable securities law in respect
thereof and obtaining all regulatory approvals as the Company shall determine to be
necessary or advisable in connection with the authorization, issuance or sale thereof;






	 	(b)	 	the admission of such Common Shares to listing on any stock exchange in Canada
or the United States on which Common Shares may then be listed; and






	 	(c)	 	the receipt from the Participant of such representations, agreements and
undertakings as to future dealings in such Common Shares as the Company determines to
be necessary or advisable in order to safeguard against the violation of the securities
laws of any jurisdiction.





In this connection, the Company shall take all reasonable steps to obtain such approvals and
registrations as may be necessary for the issuance of such Common Shares in compliance with
applicable securities laws and for the listing of such Common Shares on a stock exchange in Canada
or the United States on which the Common Shares are then listed.



Approvals




This Plan shall be subject to shareholder approval and acceptance by the Stock Exchange in
compliance with all conditions imposed by the Stock Exchange. Any Awards or Options granted prior
to such acceptance shall be conditional upon such acceptance being given and any conditions
complied with and no Options or Awards may be exercised unless such acceptance is given and such
conditions are complied with.



DATED February 22, 2007