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Exhibit
10.1
ALLIED NEVADA GOLD
CORP.
2007 STOCK OPTION PLAN (as
amended effective July 27, 2007)
Section 1.
Purpose. The purpose of the 2007 Stock Option Plan (the
“Plan”) is to assist Allied Nevada Gold Corp. (the
“Company”) in attracting, retaining and motivating
directors, officers and employees of the Company and of its
subsidiaries and other persons providing consulting or other
services to the Company (“Participants”) and to more
closely align the personal interests of such persons with those of
the shareholders by providing them with the opportunity to acquire
shares of the Company’s common stock (“Common
Stock”) and to benefit from the appreciation
thereof.
Pursuant to the Plan, options
to purchase the Company’s Common Stock
(“Options”) may be granted to Participants by the
Company. Options granted under the Plan may be either incentive
stock options, as defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), herein
referred to as “incentive stock options,” or options
which do not meet the requirements of Section 422(b) of the
Code, herein referred to as “non-qualified stock
options”.
It is intended, except as
otherwise provided herein, that incentive stock options may be
granted under the Plan and that such incentive stock options shall
conform to the requirements of Section 422 and 424 of the Code
and to the provisions of this Plan and shall otherwise be as
determined by the Committee (as hereinafter defined). The terms
“subsidiaries” and “subsidiary corporation”
shall have the meanings given to them by Section 424 of the
Code. All section references to the Code in this Plan are intended
to include any amendments or substitutions therefor subsequent to
the adoption of the Plan.
Notwithstanding anything in
the Plan to the contrary, the Plan shall be operated in compliance
with Section 409A of the Code.
Section 2.
Administration. The Plan shall be administered by a
Compensation Committee (the “Committee”) consisting of
two or more members of the Board of Directors of the Company (the
“Board”), each of whom shall meet the requirements for
(i) a “non-employee director” within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), (ii) an “outside
director” within the meaning of Section 162(m) of the
Code and (iii) an “independent director” under the
American Stock Exchange and other applicable listing rules and any
other required independence standards. The Committee shall have
full authority to grant Options, to interpret the Plan and to make
such rules and regulations and establish such procedures as it
deems appropriate for the administration of the Plan, taking into
consideration the recommendations of management of the Company. The
decisions of the Committee shall be binding and conclusive for all
purposes and upon all persons unless and except to the extent that
the Board shall have previously directed that all or specified
types of decisions of the Committee shall be subject to approval by
the Board. Notwithstanding the foregoing and anything else in the
Plan to the contrary, the Committee, in its sole discretion, may
delegate the Committee’s authority and duties under the Plan
to the Chief Executive Officer of the Company, or to any other
committee, in either case to the extent permitted under applicable
law, under such conditions and limitations as the Board or the
Committee may from time to time establish, except that only the
Committee may make any determinations regarding awards to
Participants who are subject to Section 16 of the Exchange
Act.
Section 3. Number of
Shares. Subject to Section 6, the total number of shares
which may be sold under the Plan shall not exceed 4,200,000 shares
of the Company’s Common Stock. The total number of shares for
which Options may be granted under the Plan to any Participant
shall not exceed five (5%) of the Common Stock issued and
outstanding from time to time. The shares may be authorized and
unissued or issued and reacquired shares, as the Board from time to
time may determine. Shares with respect to which Options are not
exercised prior to termination of the Option shall again be
available for Options thereafter granted under the Plan, to the
fullest extent permitted by law.
Section 4.
Participation. The Committee may, from time to time, grant
Options to Participants and shall determine the number of shares
subject to each grant.
Section 5. Terms and
Conditions of Options. The terms and conditions of each Option
shall be set forth in an agreement or agreements (each, an
“Option Agreement”), substantially in the form of
Schedule “A” attached hereto, between the Company and
the Participant. Such terms and conditions shall include the
following as well as such other provisions, not inconsistent with
the Plan, as may be deemed advisable by the Committee:
(a) Number of Shares.
The number of shares subject to the Option.
(b) Option Price.
Subject to paragraph 5(j) hereof, the option price per share (the
“Option Price”) will be not less than 100% of the Fair
Market Value of a share of the Company’s Common Stock on the
date the Option is granted. The “Fair Market Value” of
the Common Stock as of any date shall be deemed to be the closing
price of a share of the Company’s Common Stock on either the
American Stock Exchange or the Toronto Stock Exchange, in the
discretion of the Board, on the date of grant, or if the shares are
not traded on a securities exchange, Fair Market Value shall be
deemed to be the average of the high bid and low asked prices of
the shares in the over-the-counter market on the date of grant.
Once granted, except as provided in Section 6, the Option
Price of outstanding Options may not be reduced, whether by
repricing, exchange or otherwise.
(c) Date of Grant. The
date of grant of an Option shall be the date when the Committee
meets and awards such Option, or such later date as the Committee
shall designate.
(d) Payment. Except
for the Canadian Options (as defined below),the Option Price
multiplied by the number of shares to be purchased by exercise of
an Option shall be paid upon the exercise thereof. Unless the terms
of an Option provide to the contrary, upon exercise, the aggregate
Option Price shall be payable (i) in cash equal to such
aggregate Option Price, (ii) subject to applicable laws, rules
and regulations, in shares of the Company’s Common Stock
owned by the Participant (which, for so long as necessary to avoid
adverse accounting treatment, must have been held by the
Participant at least six months) having a Fair Market Value on the
day immediately preceding the date of exercise at least equal to
such aggregate Option Price, (iii) subject to applicable laws,
rules and regulations, a combination of the above methods, or
(iv) by any other means approved by the Committee, including
under any approved cashless exercise mechanism. Payment of the
aggregate Option Price shall be made and received by the Company
prior to the delivery of the shares as to which the Option was
exercised. The right to deliver, in full or partial payment of the
Option Price, any consideration other than cash shall be limited to
such frequency as the Committee shall determine in its absolute
discretion. A Participant shall have none of the rights of a
stockholder with respect to an Option until the shares of Common
Stock underlying such Option are issued to such Participant. In
order to be validly exercised, the aggregate Option Price and all
necessary exercise documentation must be submitted to the Company
or its designated agent not later than the close of trading on the
date of expiration of the Option or, if such date is not a trading
day, the close of trading on the last trading day prior to the date
of expiration of the Option.
For Options held by
Participants who are resident in Canada for purposes of the
Income Tax Act (Canada) or Participants who were granted
Options, all or partially, in respect of employment rendered in
Canada (collectively the “Canadian Options”), payment
of the Option Price for the number of shares of Common Stock so
exercised may only be made in cash (or check payable to the
Corporation) equal to such aggregate Option Price.
(e) Term of Options.
Each Option granted pursuant to the Plan shall be for the term
specified in the applicable Option Agreement but in no event longer
than ten (10) years from the date of grant.
(f) Exercise of
Option. The Option Agreement will specify any vesting periods
with respect to the Options or portions thereof. No Option may be
exercised after it is terminated as provided in paragraph
(g) of this Section and, in the case of an incentive stock
option, no such Option may be exercised unless the Participant is
then employed by the Company or any of its subsidiaries and shall
have been continuously employed by the Company or one or more of
such subsidiaries since the date of the grant of the
Participant’s Option, except as provided in paragraph
(g) of this Section). Non-qualified stock options and
incentive stock options may be exercised regardless of whether
other Options granted to the Participant pursuant to the Plan are
outstanding or whether other stock options granted to the
Participant pursuant to any other plan are outstanding.
(g) Termination of
Options. Unless otherwise provided in the applicable Option
Agreement, an Option, to the extent not validly exercised, shall
terminate at the end of its stated term or earlier, upon the
occurrence of the following events:
(i) Termination for
Cause . Subject to subparagraph (g)(ii) and Section 8
hereof, if a Participant is dismissed as an officer or employee by
the Company or by one of its subsidiaries for cause, all
unexercised Options of that Participant under the Plan shall
immediately be deemed to be terminated and shall lapse
notwithstanding the original term of the Option granted to such
Participant under the Plan. Nothing contained in the Plan shall be
deemed to give an officer or employee the right to be retained in
the employ of the Company, or to interfere with the right of the
Company to terminate the employment of an officer or employee at
any time.
(ii) Termination for Other
Than Cause . If a Participant ceases to be a director, officer
or employee of the Company or of one of its subsidiaries or ceases
to provide consulting or other services to the Company for any
reason other than as a result of having been dismissed for cause as
provided in subparagraph (g)(i) above, or as a result of
the Participant’s disability or death, such Participant shall
have the right for a period of 30 days (or until the
normal expiry date of the Option rights of such Participant if
earlier) from the date of ceasing to be a director, officer,
employee or provider of services to exercise the Options of such
Participant to the extent they were then exercisable. Upon the
expiration of such 30 day period all unexercised Options of
that Participant shall immediately be deemed to be terminated and
shall lapse notwithstanding the original term of the Option granted
to such Participant under the Plan.
(iii) Disability of
Participant . In the event of the disability of a Participant
(within the meaning of Section 422(c) of the Code) the
Participant shall have the right for a period of 90 days in the
case of a non-qualified stock option or twelve months in the case
of an incentive stock option (or until the normal expiry date of
the Options of such Participant if earlier) from the date of
cessation of employment with the Company and/or one of its
subsidiaries, as applicable, of the Participant to exercise the
Participant’s Options to the extent they were exercisable on
the date of such cessation of employment. Upon the expiration of
such period all unexercised Options of the Participant shall
immediately be deemed to be terminated and shall lapse
notwithstanding the original term of the Option granted to such
Participant under the Plan.
(iv) Deceased
Participant . In the event of the death of a Participant, the
legal representatives of the deceased Participant shall have the
right for a period of 90 days in the case of a non-qualified
stock option or twelve months in the case of an incentive stock
option (or until the normal expiry date of the Options of such
Participant if earlier) from the date of death of the deceased
Participant to exercise the deceased Participant’s Options to
the extent they were exercisabl
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