exv10w1







 




    Exhibit 10.1



 




    AMENDED
    AND RESTATED

    2003 LONG-TERM INCENTIVE PLAN

    OF

    COEUR D’ALENE MINES CORPORATION

    

    (Amended
    and Restated Effective May 11, 2010)
    



 




    ARTICLE 1.

    



 




    ESTABLISHMENT,
    PURPOSE, AND DURATION
    



 





    1.1  Establishment of the
    Plan.  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 2003
    Long-Term Incentive Plan (hereinafter referred to as the
    “Plan”), as set forth in this document.



 



    The Plan permits the grant of Nonqualified Stock Options,
    Incentive Stock Options, Stock Appreciation Rights
    (“SARs”), Restricted Stock, Restricted Stock Units,
    Performance Shares, Performance Units, Cash-Based Awards, and
    Stock-Based Awards.



 



    The Plan became effective May 20, 2003 (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. The Board approved this
    amendment and restatement of the Plan on March 1, 2010 to
    (a) allow awards under the Plan to the Company’s
    non-employee directors, (b) increase the number of shares
    available for grant under the Plan and (c) make other
    administrative changes. This amendment and restatement of the
    Plan will become effective upon approval by the Company’s
    stockholders (the date of such approval the “Restatement
    Effective Date”); provided that if such approval by the
    Company’s stockholders is not obtained, this amendment and
    restatement of the Plan shall be void. The Plan shall remain in
    effect as provided in Section 1.3 hereof.



 



    1.2  Purpose of the Plan.  The
    purpose of the Plan is to promote the success and enhance the
    value of the Company by linking the personal interests of the
    Participants to those of the Company’s shareholders, and by
    providing Participants with an incentive for outstanding
    performance.



 



    The Plan is further intended to provide flexibility to the
    Company in its ability to motivate, attract, and retain the
    services of Participants upon whose judgment, interest, and
    special effort the successful conduct of its operation is
    largely dependent.



 



    1.3  Duration of the Plan.  The Plan
    commenced as of the Effective Date, as described in
    Section 1.1 herein, and shall remain in effect, subject to
    the right of the Committee or the Board of Directors to amend or
    terminate the Plan at any time pursuant to Article 16
    herein, until the tenth anniversary of the Restatement Effective
    Date. Termination of the Plan will not affect the rights and
    obligations of the Participants and the Company arising under
    Awards theretofore granted and then in effect.



 




    ARTICLE 2.

    



 




    DEFINITIONS
    



 



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



 



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



 



    (b) “Award” means, individually or
    collectively, a grant under this Plan of NQSOs, ISOs, SARs,
    Restricted Stock, Restricted Stock Units, Performance Shares,
    Performance Units, Cash-Based Awards, or Stock-Based Awards.





    

    1








 







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



 



    (d) “Beneficial Owner” shall have the
    meaning ascribed to such term in
    rule 13d-3
    of the General Rules and Regulations under the Exchange Act.



 



    (e) “Board” or “Board of
    Directors” means the Board of Directors of the Company.



 



    (f) “Cash-Based Award” means an Award
    granted to a Participant as described in Article 10 herein.



 



    (g) “Cause” means: (i) fraud,
    misrepresentation, theft, or embezzlement; (ii) intentional
    violation of laws involving moral turpitude or which is
    materially injurious to the Company; or (iii) willful and
    continued failure by the Participant substantially to perform
    his or her duties with the Company or its subsidiaries (other
    than failure resulting from the Participant’s incapacity
    due to physical or mental illness), after a demand for
    substantial performance is delivered to the Participant by the
    President or the Chairman of the Board of the Company, which
    demand specifically identifies the manner in which the
    Participant has not substantially performed his or her duties.



 



    (h) “Change in Control” shall mean any of
    the following events: (i) any organization, group, or
    person (“Person”) (as such term is used in
    Sections 13(d) and 14(d) of the Securities Exchange Act of
    1934, as amended) (the “Exchange Act”) is or becomes
    the Beneficial Owner (as defined in
    Rule 13d-3
    under the Exchange Act), 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) 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; provided, however, that no such
    determination shall be made if such transaction results in at
    least 50% of the assets or voting securities of the Company
    being Beneficially Owned, directly or indirectly, by all or
    substantially all of the Persons who were the Beneficial Owners
    of the outstanding voting securities of the Company prior to
    such transaction in substantially the same proportions as their
    Beneficial Ownership prior to such transaction



 



    (i) “Code” means the U.S. Internal
    Revenue Code of 1986, as amended from time to time, or any
    successor thereto.



 



    (j) “Committee” means the Compensation
    Committee of the Board of Directors. The members of the
    Committee shall be appointed from time to time by and shall
    serve at the discretion of the Board.



 



    (k) “Company” means Coeur d’Alene
    Mines Corporation, an Idaho corporation, and any successor
    thereto as provided in Article 18 herein.



 



    (l) “Covered Employee” means a Participant
    who is a “covered employee,” as defined in
    Section 162(m) of the Code and the regulations promulgated
    under Section 162(m) of the Code, or any successor statute.



 



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



 



    (n) “Disabled” If an Award becomes subject
    to the requirements of Article 13, the term
    “Disabled” shall be defined as such term is defined
    under Section 409A of the Code.



 



    (o) “Employee” means any employee of the
    Company, its Affiliates,
    and/or its
    Subsidiaries. Directors who are not otherwise employed by the
    Company, its Affiliates,
    and/or its
    Subsidiaries shall not be considered Employees under this Plan.



 



    Individuals described in the first sentence of this definition
    who are foreign nationals or are employed outside of the United
    States, or both, are considered to be Employees and may be
    granted






    

    2








 







    Awards on the terms and conditions set forth in the Plan, or on
    such other terms and conditions as may, in the judgment of the
    Committee, be necessary or desirable to further the purpose of
    the Plan.



 



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



 



    (q) “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 on the New York Stock Exchange (“NYSE”) or
    other established stock exchange (or exchanges) on the
    applicable date, the preceding trading day, the next succeeding
    trading day, or an average of trading days, as determined by the
    Committee in its discretion. Such definition of FMV shall be
    specified in the Award Agreement and may differ depending on
    whether FMV is in reference to the grant, exercise, vesting, or
    settlement or payout of an Award. If, however, the accounting
    standards used to account for equity awards granted to
    Participants are substantially modified subsequent to the
    Effective Date of the Plan, the Committee shall have the ability
    to determine an Award’s FMV based on the relevant facts and
    circumstances. If Shares are not traded on an established stock
    exchange, FMV shall be determined by the Committee based on
    objective criteria.



 



    (r) “Fiscal Year” means the year
    commencing on January 1 and ending December 31 or other time
    period as approved by the Board.



 



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



 



    (t) “Grant Price” means the price at which
    a SAR may be exercised by a Participant, as determined by the
    Committee and set forth in Section 7.1 herein.



 



    (u) “Incentive Stock Option” or
    “ISO” means an Option to purchase Shares
    granted under Article 6 herein and that is designated as an
    Incentive Stock Option and is intended to meet the requirements
    of Section 422 of the Code, or any successor provision.



 



    (v) “Insider” shall mean an individual who
    is, on the relevant date, an officer, Director, or more than ten
    percent (10%) Beneficial Owner of any class of the
    Company’s equity securities that is registered pursuant to
    Section 12 of the Exchange Act, as determined by the Board
    in accordance with Section 16 of the Exchange Act.



 



    (w) “Non-employee Director” means a
    Director who is not an Employee.



 



    (x) “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.



 



    (y) “Nonqualified Stock Option” or
    “NQSO” means an Option to purchase Shares,
    granted under Article 6 herein, which is not intended to be
    an Incentive Stock Option or that otherwise does not meet such
    requirements.



 



    (z) “Option” means an Incentive Stock
    Option or a Nonqualified Stock Option, as described in
    Article 6 herein.



 



    (aa) “Option Price” means the price at
    which a Share may be purchased by a Participant pursuant to an
    Option, as determined by the Committee.



 



    (bb) “Participant” means an Employee or
    Non-employee Director who has been selected to receive an Award
    or who has an outstanding Award granted under the Plan.



 



    (cc) “Performance-Based Compensation”
    means compensation under an Award that is granted in order
    to provide remuneration solely on account of the attainment of
    one or more preestablished, objective performance goals under
    circumstances that satisfy the requirements of
    Section 162(m) of the Code.





    

    3








 







    (dd) “Performance Measures” means measures
    as described in Article” 11, the attainment of which may
    determine the degree of payout
    and/or
    vesting with respect to Awards to Covered Employees that are
    designated to qualify as Performance-Based Compensation.



 



    (ee) “Performance Period” means the period
    of time during which the performance goals must be met in order
    to determine the degree of payout
    and/or
    vesting with respect to an Award.



 



    (ff) “Performance Share” means an Award
    granted to a Participant, as described in Article 9 herein.



 



    (gg) “Performance Unit” means an Award
    granted to a Participant, as described in Article 9 herein.



 



    (hh) “Period of Restriction” means the
    period when Awards are subject to forfeiture based on the
    passage of time, the achievement of performance goals,
    and/or upon
    the occurrence of other events as determined by the Committee,
    at its discretion.



 



    (ii) “Prior Plan” means the Coeur
    d’Alene Mines Corporation 2005 Non-employee Directors’
    Equity Incentive Plan.



 



    (jj) “Restricted Stock” means an Award of
    Shares granted to a Participant pursuant to Article 8
    herein.



 



    (kk) “Restricted Stock Unit” means an
    Award granted to a Participant pursuant to Article 8 herein.



 



    (ll) “Shares” means the Shares of common
    stock of the Company.



 



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



 



    (nn) “Stock-Based Award” means an Award
    granted pursuant to the terms of Section 10.5 herein.



 



    (oo) “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.



 



    (pp) “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 cancelled) or an SAR that is
    granted in tandem with an Option but the exercise of such Option
    does not cancel the SAR, but rather results in the exercise of
    the related SAR.



 




    ARTICLE 3.

    



 




    ADMINISTRATION
    



 



    3.1  General.  The Committee shall be
    responsible for administering the Plan. The Committee may employ
    attorneys, consultants, accountants, and other persons, and the
    Committee, the Company, and its officers and Directors shall be
    entitled to rely upon the advice, opinions, or valuations of any
    such persons. All actions taken and all interpretations and
    determinations made by the Committee shall be final, conclusive,
    and binding upon the Participants, the Company, and all other
    interested parties.



 



    3.2  Authority of the Committee.  The
    Committee shall have full and exclusive discretionary power to
    interpret the terms and the intent of the Plan and to determine
    eligibility for Awards and to adopt such rules, regulations, and
    guidelines for administering the 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 and, subject to Article 16, adopting
    modifications and amendments, or subplans to the Plan or any
    Award Agreement, including without limitation, any that are
    necessary to comply with the laws of the countries in which the
    Company, its Affiliates,
    and/or its
    Subsidiaries operate.





    

    4








 







    3.3  Delegation.  The Committee may
    delegate to one or more of its members or to one or more
    officers of the Company, its Affiliates
    and/or its
    Subsidiaries, or to one or more agents or advisors such
    administrative duties as it may deem advisable, and the
    Committee or any person to whom it has delegated duties as
    aforesaid may employ one or more persons to render advice with
    respect to any responsibility the Committee or such person may
    have under the Plan. Except with respect to Awards to Insiders,
    the Committee may, by resolution, authorize one or more officers
    of the Company to do one or both of the following:
    (a) designate Employees (but not officers
    and/or
    Non-employee Directors) of the Company, its Affiliates,
    and/or its
    Subsidiaries to be recipients of Awards; and (b) determine
    the size of the Award; provided, however, that the resolution
    providing such authorization sets forth the total number of
    Awards such officer or officers may grant.



 




    ARTICLE 4.

    



 




    SHARES SUBJECT
    TO THE PLAN AND MAXIMUM AWARDS
    



 



    4.1  Number of Shares Available for
    Awards.  Subject to adjustment as provided in
    Section 4.2 herein, the number of Shares hereby reserved
    for issuance to Participants under the Plan shall be four
    million (4,000,000), plus any Shares subject to outstanding
    awards under the Prior Plan as of the Effective Date that on or
    after such date cease for any reason to be subject to such
    awards (other than by reason of exercise or settlement of the
    awards to the extent they are exercised for or settled in vested
    and nonforfeitable Shares). Any Shares issued pursuant to
    Options or Stock Appreciation Rights under this Plan shall be
    counted against this limit on a
    one-for-one
    basis and any Shares issued pursuant to Awards under this Plan
    other than Options or Stock Appreciation Rights shall be counted
    against this limit as 1.5 shares for every one Share issued
    pursuant to such Award. Up to four million (4,000,000) of the
    reserved Shares may be used as ISOs.



 



    For purposes of Section 4.1, the aggregate number of Shares
    issued under this Plan at any time shall equal only the number
    of Shares actually issued upon exercise or settlement of an
    Award. 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 for Awards
    not involving Shares, shall be available again for grant under
    the Plan. Notwithstanding the foregoing, Shares subject to an
    Award may not again be made available for issuance under the
    Plan if such Shares are: (i) Shares that were subject to a
    stock-settled Stock Appreciation Right and were not issued upon
    the net settlement or net exercise of such Stock Appreciation
    Right, (ii) Shares delivered to or withheld by the Company
    to pay the exercise price of an Option, (iii) Shares
    delivered to or withheld by the Company to pay the withholding
    taxes related an Award, or (iv) Shares repurchased on the
    open market with the proceeds of an Option exercise. Any Shares
    that again become available for grant pursuant to this
    Section 4.1 shall be added back as one Share if such shares
    were subject to Options or Stock Appreciation Rights granted
    under the Plan or options or stock appreciation rights granted
    under the Prior Plan, and as 1.5 Shares if such shares were
    subject to Awards other than Options or Stock Appreciation
    Rights granted under the Plan or subject to awards other than
    options or stock appreciation rights granted under the Prior
    Plan. The Shares available for issuance under the Plan may be
    authorized and unissued Shares or treasury Shares.



 



    Unless and until the Committee determines that an Award to a
    Covered Employee shall not be designed to qualify as
    Performance-Based Compensation, the following limits
    (“Award Limits”) shall apply to grants of such Awards
    under the Plan:



 



    (a) Options.  The maximum aggregate number
    of Shares that may be granted in the form of Options, pursuant
    to any Award granted in any one Fiscal Year to any one Employee
    shall be sixty thousand (60,000).



 



    (b) SARs.  The maximum aggregate number of
    Shares that may be granted in the form of Stock Appreciation
    Rights, pursuant to any Award granted in any one Fiscal Year to
    any one Employee shall be sixty thousand (60,000).





    

    5








 







    (c) Restricted Stock/ Restricted Stock
    Units.  The maximum aggregate grant with respect
    to Awards of Restricted Stock/Restricted Stock Units granted in
    any one Fiscal Year to any one Employee shall be sixty thousand
    (60,000) Shares.



 



    (d) Performance Shares/ Performance
    Units.  The maximum aggregate Award of Performance
    Shares or Performance Units that an Employee may receive in any
    one Fiscal Year shall be sixty thousand (60,000) Shares, or
    equal to the value of sixty thousand (60,000) Shares determined
    as of the date of vesting or payout, as applicable.



 



    (e) Cash-Based Awards.  The maximum
    aggregate amount awarded or credited with respect to Cash-Based
    Awards to any one Employee in any one Fiscal Year may not exceed
    one million two hundred thousand dollars ($1,200,000) determined
    as of the date of vesting or payout, as applicable.



 



    (f) Stock Awards.  The maximum aggregate
    grant with respect to Awards of Stock-Based Awards in any one
    Fiscal Year to any one Employee shall be sixty thousand (60,000)
    Shares.



 



    (g) Non-employee Director Awards.  The
    maximum aggregate grant with respect to all Awards granted in
    any one Fiscal Year to any one Non-employee Director shall be
    six thousand (6,000) Shares.



 



    4.2  Adjustments in Authorized
    Shares.  In the event of any corporate event or
    transaction (including, but not limited to, a change in the
    Shares of the Company or the capitalization of the Company) such
    as a merger, consolidation, reorganization, recapitalization,
    separation, stock dividend, stock split, reverse stock split,
    split up, spin-off, or other distribution of stock or property
    of the Company, combination of securities, exchange of
    securities, 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 the Plan, shall substitute or adjust, in an equitable
    manner, as applicable, the number and kind of Shares that may be
    issued under the Plan, the number and kind of Shares subject to
    outstanding Awards, the Option Price or Grant Price applicable
    to outstanding Awards, the Award Limits, the limit on issuing
    Awards other than Options granted with an Option Price equal to
    at least the FMV of a Share on the date of grant or Stock
    Appreciation Rights with a Grant Price equal to at least the FMV
    of a Share on the date of grant, and other value determinations
    applicable to outstanding Awards.



 



    Appropriate adjustments shall also be made by the Committee in
    the terms of any Awards under the Plan to reflect such changes
    or distributions and to modify any other terms of outstanding
    Awards on an equitable basis, including modifications of
    performance goals and changes in the length of Performance
    Periods. The determination of the Committee as to the foregoing
    adjustments, if any, shall be conclusive and binding on
    Participants under the Plan.



 



    Subject to the provisions of Article 15 and any applicable
    law or regulatory requirement, without affecting the number of
    Shares reserved or available hereunder, the Committee may
    authorize the issuance, assumption, substitution, or conversion
    of Awards 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. Additionally, the Committee may amend the Plan, or
    adopt supplements to the Plan, in such manner as it deems
    appropriate to provide for such issuance, assumption,
    substitution, or conversion, all without further action by the
    Company’s shareholders.



 




    ARTICLE 5.

    



 




    ELIGIBILITY
    AND PARTICIPATION
    



 



    5.1  Eligibility.  Individuals
    eligible to participate in the Plan include all Employees and
    Non-employee Directors.



 



    5.2  Actual Participation.  Subject
    to the provisions of the Plan, the Committee may from time to
    time, select from all eligible Employees and Non-employee
    Directors, those to whom Awards shall be granted and shall
    determine the nature and amount of each Award.





    

    6








 








    ARTICLE 6.

    



 




    STOCK OPTIONS
    



 



    6.1  Grant of Options.  Subject to
    the terms and provisions of the 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 addition, ISOs may not be granted following the
    ten (10) year anniversary of the Board’s adoption of
    this amendment and restatement, which is May 11, 2020.



 



    6.2  Award Agreement.  Each Option
    grant shall be evidenced by an Award Agreement that shall
    specify the Option Price, the 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 the Plan. The Award Agreement
    also shall specify whether the Option is intended to be an ISO
    or a NQSO.



 



    6.3  Option Price.  The Option Price
    for each grant of an Option under this Plan shall be determined
    by the Committee and shall be specified in the Award Agreement;
    provided, however, that in no event shall the Option Price be
    less than one hundred percent (100%) of the FMV of the Shares on
    the date of grant.



 



    6.4  Duration 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 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
    written notice of exercise to the Company, setting forth the
    number of Shares with respect to which the Option is to be
    exercised, accompanied by full payment for the Shares.



 



    The Option Price upon exercise 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 total Option Price; (c) by
    withholding from the Shares otherwise issuable upon exercise of
    the Option an number of Shares having an aggregate FMV at the
    time of exercise equal to the total Option Price; (d) by a
    combination of (a) and (b); or (e) any other method
    approved by the Committee in its sole discretion.



 



    The Committee also may allow cashless exercise as permitted
    under the Federal Reserve Board’s Regulation T,
    subject to applicable securities law restrictions, or by any
    other means which the Committee determines to be consistent with
    the Plan’s purpose and applicable law.



 



    Subject to Section 6.7 and any governing rules or
    regulations, as soon as practicable after receipt of a written
    notification of exercise and full payment, the Company shall
    deliver to the Participant, Share certificates or evidence of
    book entry Shares, 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, requiring the
    Participant to hold the Shares acquired pursuant to exercise for
    a specified period of time, restrictions under applicable
    federal securities laws, under the requirements of any stock
    exchange or market upon which such Shares are then listed
    and/or
    traded, and under any blue sky or state securities laws
    applicable to such Shares.





    

    7








 







    6.8  Termination of Employment.  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
    employment with the Company, its Affiliates,
    and/or its
    Subsidiaries. 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.



 



    (a) Incentive Stock Options.  No ISO
    granted under the Plan may be sold, transferred, pledged,
    assigned, or otherwise alienated or hypothecated, other than by
    will or by the laws of descent and distribution. Further, all
    ISOs granted to a Participant under this Article 6 shall be
    exercisable during his or her lifetime only by such Participant.



 



    (b) Nonqualified Stock Options.  Except as
    otherwise provided in a Participant’s Award Agreement, no
    NQSO granted under this Article 6 may 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 in a Participant’s
    Award Agreement, all NQSOs granted to a Participant under this
    Article 6 shall be exercisable during his or her lifetime
    only by such Participant.



 



    6.10  Notification of Disqualifying
    Disposition.  The Participant will notify the
    Company upon the disposition of Shares issued pursuant to the
    exercise of an ISO. The Company will use such information to
    determine whether a disqualifying disposition as described in
    Section 421(b) of the Code has occurred.



 



    6.11  Prohibition on Repricing Without Shareholder
    Approval.  Notwithstanding any provision in this
    Plan to the contrary, other than in connection with an
    adjustment under Section 4.2, without the prior approval of
    the Company’s shareholders, Options issued under the Plan
    will not be repriced, replaced, or regranted through
    cancellation in exchange for cash, other Awards, or a new Option
    or SAR at a reduced exercise or base price, by lowering the
    exercise price of a previously granted Option, or otherwise.



 




    ARTICLE 7.

    



 




    STOCK
    APPRECIATION RIGHTS
    



 



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



 



    The SAR Grant Price for each grant of a Freestanding SAR shall
    be determined by the Committee and shall be specified in the
    Award Agreement; provided, however, that in no event shall the
    SAR Grant Price be less than 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 the 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.



 



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





    

    8








 







    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.



 



    Notwithstanding any other provision of this Plan to the
    contrary, with respect to a Tandem SAR granted in connection
    with an ISO: (a) the Tandem SAR will expire no later than
    the expiration of the underlying ISO; (b) the value of the
    payout with respect to the Tandem SAR may be for no more than
    one hundred percent (100%) of the difference between the Option
    Price of the underlying ISO and the FMV of the Shares subject to
    the underlying ISO at the time the Tandem SAR is exercised; and
    (c) the Tandem SAR may be exercised only when the FMV of
    the Shares subject to the ISO exceeds the Option Price of the
    ISO.



 



    7.6  Payment 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 difference between 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, in Shares of equivalent value, in some
    combination thereof, or in any other manner approved by the
    Committee at 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 Employment.  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 employment with the
    Company, its Affiliates,
    and/or its
    Subsidiaries. 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 the Plan, and may reflect
    distinctions based on the reasons for termination.



 



    7.8  Nontransferability of
    SARs.  Except as otherwise provided in a
    Participant’s Award Agreement, no SAR granted under the
    Plan may 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
    in a Participant’s Award Agreement, 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 the Plan as it may deem advisable. This
    includes, but is not limited to, requiring the Participant to
    hold the Shares received upon exercise of an SAR for a specified
    period of time.



 



    7.10  Prohibition on Repricing SARs Without
    Shareholder Approval.  Notwithstanding any
    provision in this Plan to the contrary, other than in connection
    with an adjustment under Section 4.2, without the prior
    approval of the Company’s shareholders, SARs issued under
    the Plan will not be repriced, replaced, or regranted through
    cancellation in exchange for cash, other Awards, or a new Option
    or SAR at a reduced exercise or base price, by lowering the
    exercise price of a previously granted SAR, or otherwise.



 




    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 the
    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.





    

    9








 







    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.  Except as
    provided in this Article 8, the Shares of Restricted Stock
    and/or
    Restricted Stock Units granted herein may not be sold,
    transferred, pledged, assigned, or otherwise alienated or
    hypothecated until the end of the applicable Period of
    Restriction established by the Committee and specified in the
    Award Agreement (and in the case of Restricted Stock Units until
    the date of delivery or other payment), or upon earlier
    satisfaction of any other conditions, as specified by the
    Committee, in its sole discretion, and set forth in the Award
    Agreement. All rights with respect to the Restricted Stock
    and/or
    Restricted Stock Units granted to a Participant under the Plan
    shall be available during his or her lifetime only to such
    Participant.



 



    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 the 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, restrictions
    under applicable federal or state securities laws, or any
    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 herein, each certificate representing Shares of
    Restricted Stock granted pursuant to the Plan may bear a legend
    such as the following:



 



    The sale or other transfer of the 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 2003
    Long-Term Incentive Plan, and in the associated Restricted Stock
    Award Agreement. A copy of the Plan and such Restricted Stock
    Award Agreement may be obtained from the Coeur d’Alene
    Mines Corporation.



 



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



 



    8.7  Dividends and Other
    Distributions.  During the Period of Restriction,
    Participants holding Shares of Restricted Stock or Restricted
    Stock Units granted hereunder may, if the Committee so
    determines, be credited with dividends paid with respect to the
    underlying Shares or dividend equivalents while they are so held
    in a manner determined by the Committee in its sole discretion.
    The Committee may apply any restrictions to the dividends or
    dividend equivalents that the Committee deems appropriate. The
    Committee, in its sole discretion, may determine the form of
    payment of dividends or dividend equivalents, including cash,
    Shares, Restricted Stock, or Restricted Stock Units.



 



    8.8  Termination of Employment.  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






    

    10








 







    of the Participant’s employment with the Company, its
    Affiliates,
    and/or its
    Subsidiaries. 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 the Plan, and may reflect distinctions
    based on the reasons for termination.



 



    8.9  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.

    



 




    PERFORMANCE
    SHARES AND PERFORMANCE UNITS
    



 



    9.1  Grant of Performance Shares and Performance
    Units.  Subject to the terms of the Plan,
    Performance Shares
    and/or
    Performance Units may be granted to Participants in such amounts
    and upon such terms, and at any time and from time to time, as
    shall be determined by the Committee.



 



    9.2  Value of Performance Shares and Performance
    Units.  Each Performance Share shall have an
    initial value equal to the FMV of a Share on the date of grant.
    Each Performance Unit shall have an initial value that is
    established by the Committee at the time of grant. The Committee
    shall set performance goals in its discretion which, depending
    on the extent to which they are met, will determine the value
    and/or
    number of Performance Shares/ Performance Units that will be
    paid out to the Participant.



 



    9.3  Earning of Performance Shares and Performance
    Units.  Subject to the terms of this Plan, after
    the applicable Performance Period has ended, the holder of
    Performance Shares/ Performance Units shall be entitled to
    receive payout on the value and number of Performance Shares/
    Performance Units earned by the Participant over the Performance
    Period, to be determined as a function of the extent to which
    the corresponding performance goals have been achieved.
    Notwithstanding the foregoing, the Company has the ability to
    require the Participant to hold the Shares received pursuant to
    such Award for a specified period of time.



 



    9.4  Form and Timing of Payment of Performance
    Shares and Performance Units.  Payment of earned
    Performance Shares/ Performance Units shall be as determined by
    the Committee and as evidenced in the Award Agreement. Subject
    to the terms of the Plan, the Committee, in its sole discretion,
    may pay earned Performance Shares/Performance Units in the form
    of cash or in Shares (or in a combination thereof) equal to the
    value of the earned Performance Shares/ Performance Units at the
    close of the applicable Performance Period. Any Shares may be
    granted subject to any restrictions deemed appropriate by the
    Committee. The determination of the Committee with respect to
    the form of payout of such Awards shall be set forth in the
    Award Agreement pertaining to the grant of the Award.



 



    9.5  Dividends and Other
    Distributions.  At the discretion of the
    Committee, Participants holding Performance Shares may be
    entitled to receive dividend equivalents with respect to
    dividends declared with respect to the Shares. Such dividends
    may be subject to the accrual, forfeiture, or payout
    restrictions as determined by the Committee in its sole
    discretion. Notwithstanding anything herein to the contrary,
    dividend equivalents in respect of Performance Shares will only
    be paid to Participants upon the actual attainment of the
    performance goals to which the corresponding Performance Shares
    are subject.



 



    9.6  Termination of Employment.  Each
    Award Agreement shall set forth the extent to which the
    Participant shall have the right to retain Performance Shares
    and/or
    Performance Units following termination of the
    Participant’s employment with the Company, its Affiliates,
    and/or its
    Subsidiaries. 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 Awards of Performance Shares or Performance
    Units issued pursuant to the Plan, and may reflect distinctions
    based on the reasons for termination.





    

    11








 







    9.7  Nontransferability.  Except as
    otherwise provided in a Participant’s Award Agreement,
    Performance Shares/ Performance Units 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 in a
    Participant’s Award Agreement, a Participant’s rights
    under the Plan shall be exercisable during his or her lifetime
    only by such participant.



 




    ARTICLE 10.

    



 




    CASH-BASED
    AWARDS AND STOCK-BASED AWARDS
    



 



    10.1  Grant of Cash-Based
    Awards.  Subject to the terms of the Plan,
    Cash-Based Awards may be granted to Participants in such amounts
    and upon such terms, and at any time and from time to time, as
    shall be determined by the Committee.



 



    10.2  Value of Cash-Based
    Awards.  Each Cash-Based Award shall have a value
    as may be 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 Cash-Based Awards that will be paid out to the Participant
    will depend on the extent to which the performance goals are met.



 



    10.3  Earning of Cash-Based Awards. Subject to
    the terms of this Plan, the holder of Cash-Based Awards shall be
    entitled to receive payout on the number and value of Cash-Based
    Awards earned by the Participant, to be determined as a function
    of the extent to which applicable performance goals, if any,
    have been achieved.



 



    10.4  Form and Timing of Payment of Cash-Based
    Awards.  Payment of earned Cash-Based Awards shall
    be as determined by the Committee and as evidenced in the Award
    Agreement. Subject to the terms of the Plan, the Committee, in
    its sole discretion, may pay earned Cash-Based Awards in the
    form of cash or in Shares (or in a combination thereof) that
    have an aggregate FMV equal to the value of the earned
    Cash-Based Awards. Such Shares may be granted subject to any
    restrictions deemed appropriate by the Committee. The
    determination of the Committee with respect to the form of
    payout of such Awards shall be set forth in the Award Agreement
    pertaining to the grant of the Award.



 



    10.5  Stock-Based Awards.  The
    Committee may grant other types of equity-based or
    equity-related Awards (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. Payment of
    earned Stock-Based Awards shall be as determined by the
    Committee and as evidenced in the Award Agreement. Such Awards
    may entail 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. The determination of
    the Committee with respect to the form of payout of such Awards
    shall be set forth in the Award Agreement pertaining to the
    grant of the Award.



 



    10.6  Termination of
    Employment.  Each Award Agreement shall set forth
    the extent to which the Participant shall have the right to
    receive Cash-Based Awards and Stock-Based Awards following
    termination of the Participant’s employment with the
    Company, its Affiliates,
    and/or its
    Subsidiaries. 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 Awards of Cash-Based Awards and Stock-Based
    Awards issued pursuant to the Plan, and may reflect distinctions
    based on the reasons for termination.



 



    10.7  Nontransferability.  Except as
    otherwise provided in a Participant’s Award Agreement,
    Cash-Based Awards and 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 in a
    Participant’s Award Agreement, a Participant’s rights
    under the Plan shall be exercisable during the
    Participant’s lifetime only by the Participant.





    

    12








 








    ARTICLE 11.

    



 




    PERFORMANCE
    MEASURES
    



 



    Unless and until the Committee proposes for shareholder vote and
    the shareholders approve a change in the general Performance
    Measures set forth in this Article 11, the performance
    goals upon which the payment or vesting of an Award to a Covered
    Employee that is intended to qualify as Performance-Based
    Compensation shall be limited to the following Performance
    Measures:



 



    (a) Earnings per share (actual or targeted growth);



 



    (b) Economic valued added (EVA);



 



    (c) Net income after capital costs;



 



    (d) Net income (before or after taxes);



 



    (e) Return measures (including return on average assets,
    return on capital, return on equity, or cash-flow return
    measures);



 



    (f) Stock price (including growth measures and total
    shareholder return);



 



    (g) Expense targets;



 



    (h) Margins;



 



    (i) Production levels;



 



    (j) Cash cost per ounce of production;



 



    (k) Earnings before interest, tax, depreciation, and
    amortization;



 



    (l) Capital budget targets;



 



    (m) Budget target measures;



 



    (n) Earnings before interest and taxes (EBIT);



 



    (o) Revenue;



 



    (p) Cash flow (including operating cash flow);



 



    (q) Reserve replacement; and



 



    (r) Resource levels.



 



    Any Performance Measure(s) may be used to measure the
    performance of the Company as a whole or any business unit of
    the Company or any combination thereof, as the Committee may
    deem appropriate, or any of the above Performance Measures as
    compared to the performance of a group of comparator companies,
    or published or special index that the Committee, in its sole
    discretion, deems appropriate, or the Company may select
    Performance Measure (f) above as compared to various stock
    market indices. The Committee also has the authority to provide
    for accelerated vesting of any Award based on the achievement of
    performance goals pursuant to the Performance Measures specified
    in this Article 11.



 



    The Committee may provide in any such Award that any evaluation
    of performance may include or exclude any of the following
    events that occurs during a Performance Period: (a) asset
    write-downs; (b) litigation or claim judgments or
    settlements; (c) the effect of changes in tax laws,
    accounting principles, or other laws or provisions affecting
    reported results; (d) any reorganization and restructuring
    programs; (e) extraordinary nonrecurring items as described
    in Accounting Principles Board Opinion No. 30
    and/or in
    management’s discussion and analysis of financial condition
    and results of operations appearing in the Company’s annual
    report to shareholders for the applicable year;
    (f) acquisitions or divestitures; and (g) foreign
    exchange gains and losses. To the extent such inclusions or
    exclusions affect Awards to Covered Employees, they shall be
    prescribed in a form that meets the requirements of Code
    Section 162(m) for deductibility.





    

    13








 







    Performance Measures for Awards that are designed to qualify as
    Performance-Based Compensation shall be established within the
    time periods required by Code Section 162(m) and the
    achievement of such Performance Measures shall be certified by
    the Committee to the extent required by Code Section 162(m).



 



    Awards that are designed to qualify as Performance-Based
    Compensation, and that are held by Covered Employees, may not be
    adjusted upward. The Committee shall retain the discretion to
    adjust such Awards downward.



 



    In the event that applicable tax
    and/or
    securities laws change to permit Committee discretion to alter
    the governing Performance Measures without obtaining shareholder
    approval of such changes, the Committee shall have sole
    discretion to make such changes without obtaining shareholder
    approval. In addition, in the event that the Committee
    determines that it is advisable to grant Awards that shall not
    qualify as Performance-Based Compensation, the Committee may
    make such grants without satisfying the requirements of Code
    Section 162(m).



 




    ARTICLE 12.

    



 




    BENEFICIARY
    DESIGNATION
    



 



    A Participant’s “beneficiary” is the person or
    persons entitled to receive payments or other benefits or
    exercise rights that are available under the Plan in the event
    of the Participant’s death. A Participant may designate a
    beneficiary or change a previous beneficiary designation at any
    time by using forms and following procedures approved by the
    Committee for that purpose. If no beneficiary designated by the
    Participant is eligible to receive payments or other benefits or
    exercise rights that are available under the Plan at the
    Participant’s death the beneficiary shall be the
    Participant’s estate.



 



    Notwithstanding the provisions above, the Committee may in its
    discretion, after notifying the affected Participants, modify
    the foregoing requirements, institute additional requirements
    for beneficiary designations, or suspend the existing
    beneficiary designations of living Participants or the process
    of determining beneficiaries under this Article 12, or
    both. If the Committee suspends the process of designating
    beneficiaries on forms and in accordance with procedures it has
    approved pursuant to this Article 12, the determination of
    who is a Participant’s beneficiary shall be made under the
    Participant’s will and applicable state law.



 




    ARTICLE 13.

    



 




    DEFERRALS
    AND SHARE SETTLEMENTS
    



 



    13.1  General.  Notwithstanding any
    other provision under the Plan, the Committee may permit or
    require a Participant to defer such Participant’s receipt
    of the payment of cash or the delivery of Shares with respect to
    the lapse or waiver of restrictions with respect to Restricted
    Stock or Restricted Stock Units or the satisfaction of any
    requirements or performance goals with respect to Performance
    Shares, Performance Units, Cash-Based Awards, or Stock-Based
    Awards. If any such deferral election is required or permitted,
    the Committee shall, in its sole discretion, establish rules and
    procedures for such payment deferrals. Notwithstanding anything
    herein to the contrary, in no event will any deferral of the
    delivery of Shares or any other payment with respect to any
    Award be allowed if the Committee determines, in its sole
    discretion, that the deferral would result in the imposition of
    the additional tax under Section 409A(a)(1)(B) of the Code.
    No Award shall provide for deferral of compensation that does
    not comply with Section 409A of the Code, unless the Board,
    at the time of grant, specifically provides that the Award is
    not intended to comply with Section 409A of the Code. The
    Corporation shall have no liability to a Participant, or any
    other party, if an Award that is intended to be exempt from, or
    compliant with, Section 409A of the Code is not so exempt
    or compliant or for any action taken by the Board.





    

    14








 







    13.2  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.



 



    13.3  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 13.2; 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 13.4(b),
    13.4(c), or 13.4(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.



 



    13.4  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;



 



    (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.



 



    13.5  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






    

    15








 







    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.



 



    13.6  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.



 



    (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.



 



    13.7  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.



 



    13.8  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 14.

    



 




    RIGHTS OF
    PARTICIPANTS
    



 



    14.1  Employment.  Nothing in the
    Plan or an Award Agreement shall interfere with or limit in any
    way the right of the Company, its Affiliates,
    and/or its
    Subsidiaries to terminate any Participant’s employment or
    other service relationship at any time, nor confer upon any
    Participant any right to continue in the capacity in which he or
    she is employed or otherwise serves the Company, its Affiliates,
    and/or its
    Subsidiaries.



 



    Neither an Award nor any benefits arising under this Plan shall
    constitute part of an employment contract with the Company, its
    Affiliates,
    and/or its
    Subsidiaries and, accordingly, subject to Articles 3 and
    16, 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 liability on the part of the Company, its
    Affiliates,
    and/or its
    Subsidiaries for severance payments.



 



    For purposes of the Plan, transfer of employment of a
    Participant between the Company, its Affiliates,
    and/or its
    Subsidiaries shall not be deemed a termination of employment.
    Additionally, the Committee shall have the ability to stipulate
    in a Participant’s Award Agreement that a transfer to a
    company that is spun-off from the Company shall not be deemed a
    termination of employment with the Company for purposes of the
    Plan until the Participant’s employment is terminated with
    the spun-off company.





    

    16








 







    14.2  Participation.  No Participant
    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.



 



    14.3  Rights as a Shareholder.  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 15.

    



 




    CHANGE IN
    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 employment is terminated for any other reason
    except Cause within twelve (12) months of such Change in
    Control, the Participant shall 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 attainable under all
    outstanding Awards which are subject to achievement of any of
    the Performance Measures specified in Article 11, or any
    other 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 in Control, and
    such Awards 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 16, 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 16.

    



 




    AMENDMENT,
    MODIFICATION, SUSPENSION, AND TERMINATION
    



 



    16.1  Amendment, Modification, Suspension, and
    Termination.  Subject to Section 6.11, the
    Committee or Board may, at any time and from time to time,
    alter, amend, modify, suspend, or terminate the Plan in whole or
    in part. No amendment of the Plan shall be made without
    shareholder approval if shareholder approval is required by law,
    regulation, or stock exchange rule.



 



    16.2  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 4.2 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






    

    17








 







    made available under the Plan. The determination of the
    Committee as to the foregoing adjustments, if any, shall be
    conclusive and binding on Participants under the Plan.



 



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



 




    ARTICLE 17.

    



 




    WITHHOLDING
    



 



    17.1  Tax Withholding.  The Company
    shall have the power and the right to deduct or withhold, or
    require a Participant to remit to the Company, an amount
    sufficient to satisfy federal, state, and local taxes, domestic
    or foreign (including the Participant’s FICA obligation),
    required by law or regulation to be withheld with respect to any
    taxable event arising or as a result of this Plan.



 



    17.2  Share Withholding.  With
    respect to withholding required upon the exercise of Options or
    SARs, upon the lapse of restrictions on Restricted Stock or
    Restricted Stock Units, or upon the achievement of performance
    goals related to Performance Shares, or any other taxable event
    arising as a result of Awards granted hereunder, Participants
    may elect, subject to the approval of the Committee, to satisfy
    the withholding requirement, in whole or in part, by having the
    Company withhold Shares having a FMV of a Share on the date the
    tax is to be determined equal to the tax that could be imposed
    on the transaction, except that the amount of tax shall not
    exceed the minimum statutory total tax that could be imposed on
    the transaction. All elections shall be irrevocable, made in
    writing, and signed by the Participant, and shall be subject to
    any restrictions or limitations that the Committee, in its sole
    discretion, deems appropriate.



 




    ARTICLE 18.

    



 




    SUCCESSORS
    



 



    All obligations of the Company under the 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 19.

    



 




    GENERAL
    PROVISIONS
    



 



    19.1  Forfeiture Events.  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 shall
    include, but shall not be limited to, termination of employment
    for Cause, violation of material Company, Affiliate,
    and/or
    Subsidiary policies, breach of noncompetition, 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.



 



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



 



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



 



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





    

    18








 







    (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.



 



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



 



    19.5  Employees Based Outside of the United
    States.  Notwithstanding any provision of the Plan
    to the contrary, in order to comply with the laws in other
    countries in which the Company, its Affiliates,
    and/or its
    Subsidiaries operate or have Employees, the Committee, in its
    sole discretion, shall have the power and authority to:



 



    (a) Determine which Affiliates and Subsidiaries shall be
    covered by the Plan;



 



    (b) Determine which Employees outside the United States are
    eligible to participate in the Plan;



 



    (c) Modify the terms and conditions of any Award granted to
    Employees outside the United States to comply with applicable
    foreign laws;



 



    (d) Establish subplans and modify exercise procedures and
    other terms and procedures, to the extent such actions may be
    necessary or advisable. Any subplans and modifications to Plan
    terms and procedures established under this Section 19.5 by
    the Committee shall be attached to this Plan document as
    appendices; and



 



    (e) Take any action, before or after an Award is made that
    it deems advisable to obtain approval or comply with any
    necessary local government regulatory exemptions or approvals.



 



    Notwithstanding the above, the Committee may not take any
    actions hereunder, and no Awards shall be granted, that would
    violate the Exchange Act, the Code, any securities law, or
    governing statute or any other applicable law.



 



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



 



    19.7  Unfunded Plan.  Participants
    shall have no right, title, or interest whatsoever in or to any
    investments that the Company, its Affiliates,
    and/or its
    Subsidiaries may make to aid it in meeting its obligations under
    the Plan. Nothing contained in the 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, its Affiliates,
    and/or its
    Subsidiaries and any Participant, beneficiary, legal
    representative, or any other person. To the extent that any
    person acquires a right to receive payments from the Company,
    its Affiliates,
    and/or its
    Subsidiaries under the Plan, such right shall be no greater than
    the right of an unsecured general creditor of the Company. All
    payments to be made hereunder shall be paid from the general
    funds of the Company 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 the
    Plan. The Plan is not intended to be subject to ERISA.



 



    19.8  No Fractional Shares.  No
    fractional Shares shall be issued or delivered pursuant to the
    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.



 




    ARTICLE 20.

    



 




    LEGAL
    CONSTRUCTION
    



 



    20.1  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.





    

    19








 







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



 



    20.3  Requirements of Law.  The
    granting of Awards and the issuance of Shares under the 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. The Company shall
    receive the consideration required by law for the issuance of
    Awards under the Plan.



 



    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.



 



    20.4  Securities Law Compliance.  The
    Company may use reasonable endeavors to register Shares allotted
    pursuant to the exercise of an Award with the United States
    Securities and Exchange Commission or to effect compliance with
    the registration, qualification, and listing requirements of any
    national or foreign securities laws, stock exchange, or
    automated quotation system. With respect to Insiders,
    transactions under this Plan are intended to comply with all
    applicable conditions of
    Rule 16b-3
    or its successors under the Exchange Act. To the extent any
    provision of the Plan or action by the Committee fails to so
    comply, it shall be deemed null and void, to the extent
    permitted by law and deemed advisable by the Committee.



 



    20.5  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 the Plan to the substantive law of another
    jurisdiction. Unless otherwise provided in the Award Agreement,
    recipients of an Award under the 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 the Plan or any related Award Agreement.





    

    20