Corporation Stock Option Plan

Document Sample
Corporation Stock Option Plan Powered By Docstoc
					Lundin Mining Corporation – Stock Option Plan The purpose of the Corporation’s stock option plan (the “Plan”) is to secure for the Corporation and its shareholders the benefits of incentive that are inherent in share ownership by the directors, key employees and consultants of the Corporation and its subsidiaries. In the judgment of Corporation’s board of directors, these persons are largely responsible for the Corporation’s future growth and success. The granting of options is intended to align the interests of these persons with that of the Corporation. The Corporation’s initial Plan, prepared in accordance with the rules and policies of the TSX Venture Exchange, was implemented by the Corporation’s board of directors on May 15, 2003 and approved by the Corporation’s shareholders on June 11, 2003. At the time, 750,000 options were reserved for issuance under the Plan. Following the Corporation’s graduation to the Toronto Stock Exchange (the “TSX”), amendments required to bring the Plan into compliance with the policies of the TSX were proposed and approved at the May 31, 2006 annual and general meeting of the Corporation’s shareholders, and the number of shares reserved for issuance was increased to 3,000,000. At the October 19, 2006 special meeting of the shareholders, the shareholders approved a resolution increasing this number of 7,000,000 (now 21,000,000 as a result of the February 5, 2007 3:1 share split). The following are certain provisions of the Plan relating to the granting and exercise of stock options: 1. The board of directors is responsible for the administration of the Plan and is authorized to amend and rescind rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the board of directors is final and conclusive. 2. The exercise price of options granted under the Plan is determined by the board of directors in its sole discretion, provided that such exercise price shall not be less than the market price, as defined in the Plan, prevailing on the day that the option is granted. 3. Options will be exercisable over periods of up to ten years as determined by the board of directors of the Corporation. 4. The board of directors shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Corporation or to any one consultant or to those persons employed by the Corporation who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Corporation. Options are nontransferable and non-assignable. 5. Options shall be subject to vesting requirements, at the discretion of the board of directors. The Plan provides that if a change of control, as defined in the Plan, occurs, the board of directors of the Company, in its sole discretion, may determine that all


shares subject to options shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. 6. Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan. 7. If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the option granted shall expire on the 60th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, or such longer period as may be prescribed by law, subject to the terms and conditions set out in the Plan, including the authority of the board of directors to revise any option granted under the Plan. Options granted to an option holder who is engaged in investor relations activities must expire within 30 days after the option holder ceases to be so employed. If the option holder ceases to be a director of the Company, ceases to be employed by the Company or ceases to be a consultant of the Company by reason of death, the options terminate on the earlier of one year of the option holder’s death and the expiration date of the options. In the case of an Optionee being dismissed from employment or service for cause, the Option shall terminate immediately upon receipt of notice thereof and shall no longer be exercisable as of the date of such notice. As at December 31, 2007 the Corporation reported the following information concerning the continuity of incentive stock options issued and outstanding during 2007: Weighted average exercise price (CAD$) 5.11 12.55 5.57 9.80 3.86 $ 11.84

Outstanding, December 31, 2006 Granted during the year Granted in exchange for Tenke options - Note 5(a) Cancelled during the year Exercised during the year Outstanding, December 31, 2007

Number of Options (Shares) 3,038,266 4,905,760 86,500 (9,521) (1,903,177) 6,117,828


As at December 31, 2007 the following options were outstanding:
Outstanding Options Exercisable Options Weighted Average Exercise Price (CAD$) $ 3.41 9.53 12.87 11.43

Range of exercise prices (CAD$) $2.28 - $5.79 $5.80 - $10.59 $10.61 - $14.97

Weighted Weighted Average Weighted Average Remaining Average Remaining Number of Contractual Exercise Number of Contractual Options Life Price Options Life Outstanding (Years) (CAD$) Exercisable (Years) 187,068 1,350,000 4,580,760 6,117,828 2.1 3.9 4.1 4.0 $ 3.41 9.68 12.82 187,068 757,232 2,035,960 2,980,260 2.1 3.5 3.4 3.3

$ 11.84


Shared By: