Exhibit 4.2
MINES MANAGEMENT, INC.
2003 CONSULTANT STOCK COMPENSATION
PLAN
As amended June 17,
2004
1.
PURPOSE
The Mines Management, Inc. 2003
Consultant Stock Compensation Plan (the "Plan") is intended to
promote the interests of Mines Management, Inc., an Idaho
corporation (the "Company"), and any Subsidiary, by offering those
outside consultants or advisors of the Company or any Subsidiary,
who assist, or, as determined in the sole discretion of the Board,
can assist in the development and success of the business of the
Company or any Subsidiary, the opportunity to participate in a
compensation plan designed to reward them for their services and to
encourage and/or retain them to provide services to the
Company or any Subsidiary.
2.
DEFINITIONS
For all purposes of this Plan, the
following terms shall have the following meanings:
"Board" means the Board of Directors of
the Company.
"Common Stock" means Mines Management,
Inc. Common Stock, $.01 par value.
“Subsidiary" means any company of
which Mines Management, Inc. owns, directly or indirectly, the
majority of the combined voting power of all classes of
stock.
3.
ADMINISTRATION
The Board will administer the Plan and
take such other actions as it is authorized to take hereunder;
provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Company's
certificate of incorporation and by-laws generally. In the event
that the Board has appointed a committee to administer the Plan,
references herein to the Board shall include such
committee.
The officers of the Company or any
Subsidiary will recommend to the Board persons to whom shares may
be awarded. The Board shall make all final decisions with respect
to the persons to whom awards shall be granted ("Participants"),
the number of shares that shall be covered by each award, the time
or times at which awards shall be granted, the timing of when
awards shall vest, the terms and provisions of the instruments by
which awards shall be evidenced, the interpretation of the Plan and
all determinations necessary or advisable for its
administration.
4.
ELIGIBILITY
Only individuals who are outside
consultants or advisors of the Company or any Subsidiary that
provide or agree to provide bona fide services to the Company shall
be granted awards, provided such services are not in connection
with:
-the promotion of the Company’s
stock
-capital raising scheme for the
Company
-arranging reverse mergers.
In addition, the Company shall not grant
awards under this plan wherein it will receive a share of the
proceeds of resales of the shares by the Participant(s), or where
it or a promoter controls or directs the resale of the shares by
the Participant(s).
5.
STOCK SUBJECT TO THE
PLAN
The stock, which may be awarded pursuant
to this Plan, shall be shares of Common Stock. When shares of
Common Stock are awarded, the Company may award authorized but
unissued Common Stock, or the Company may award issued Common Stock
held in its treasury. The total number of shares of Common
Stock, which may be granted under the Plan, shall not exceed seven
hundred thousand (700,000) shares in the aggregate. Any
shares awarded and later forfeited are again subject to award under
the Plan.
6.
SHARE AWARDS
6.1 Grant Of Share
Awards
Except as otherwise provided herein, the
Board shall have complete discretion to determine when and to which
outside consultants or advisors Share Awards are to be granted, and
the number of shares of Common Stock as to which Awards granted to
each consultant or advisor will relate, and the terms and
conditions upon which an Award may be issued (including, without
limitation, the date of exerci
