NEWMONT GOLDCORP CORP /DE/ (Form: S-8, Received: 06/14/2019 17:02:44)

As filed with the Securities and Exchange Commission on June 14, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Newmont Goldcorp Corporation

(Exact name of registrant as specified in its charter)

Delaware		84-1611629
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6363 South Fiddlers Green Circle Greenwood Village, Colorado		80111
(Address of Principal Executive Offices)		(Zip Code)

Goldcorp Inc.

Amended and Restated 2005 Stock Option Plan

(Full title of the plan)

Nancy Lipson

Executive Vice President and General Counsel

Newmont Goldcorp Corporation

6363 South Fiddlers Green Circle

Greenwood Village, Colorado 80111

(Name and address of agent for service)

(303) 863-7414

(Telephone number, including area code, of agent for service)

Copy to:

Laura M. Sizemore

David M. Johansen

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

Fax: (212) 354-8113

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $1.60 par value (the “Common Stock”), issuable in respect of assumed options under the Goldcorp Plan	1,193,703	(1)(2)	$54.63	(3)	$65,211,994.89	(3)	$7,903.69	(3)

(1)	Represents shares of Common Stock issuable upon the exercise of stock options (the “Goldcorp Options”) outstanding as of April 18, 2019 under the Goldcorp Inc. (“Goldcorp”) amended and restated 2005 Stock Option Plan (the “Goldcorp Plan”), assumed by Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation) (the “Registrant”) pursuant to an arrangement agreement, dated as of January 14, 2019, which was subsequently amended on February 19, 2019 (the “Arrangement Agreement”), by and between the Registrant and Goldcorp as a result of the consummation of the transactions contemplated by the Arrangement Agreement on April 18, 2019.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of additional shares of Common Stock which become issuable under the Goldcorp Plan as a result of anti-dilution provisions described therein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration leading to an increase in the number of outstanding shares.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act based upon the weighted average exercise price per share of the outstanding options.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by the Registrant in connection with the consummation on April 18, 2019 of the transactions contemplated by the Arrangement Agreement, pursuant to which the Registrant acquired all of the issued and outstanding Goldcorp common shares (the “Arrangement”) and Goldcorp became a wholly-owned subsidiary of the Registrant. Pursuant to the Arrangement, each Goldcorp Option outstanding as of April 18, 2019 will remain outstanding on its existing terms and upon the exercise of each Goldcorp Option, the holder thereof will be entitled to receive, in lieu of the number of Goldcorp common shares which such holder was entitled upon such exercise, a fraction of a share of Common Stock equal to the sum of 0.3280 and the quotient of shares of Common Stock obtained by dividing $0.02 by the volume weighted average price of a share of Common Stock on the NYSE, rounded to four decimal places, for the five consecutive trading days ending on the third complete trading day prior to (and excluding) April 18, 2019, for each such Goldcorp common share (as adjusted pursuant to the Arrangement Agreement). This Registration Statement relates to 1,193,703 shares of Common Stock for issuance in connection with the assumed Goldcorp Options.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in Part I of this Registration Statement will be sent or given to each participant in the Goldcorp Plan as may be required by Rule 428(b) of the Securities Act. Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to participants will also indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) and will include the address and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following:

· the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on February 21, 2019 (the “Annual Report”), including the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 16, 2019 incorporated by reference into the Annual Report;

· the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the Commission on April 25, 2019;

· the Registrant’s Current Reports on Form 8-K filed with the Commission on January 14, 2019 , February 4, 2019 , March 4, 2019 , March 12, 2019 , March 14, 2019 , March 25, 2019 , March 27, 2019 , April 1, 2019 , April 4, 2019 , April 10, 2019 , April 11, 2019 , April 15, 2019 , April 22, 2019 , April 23, 2019 , June 5, 2019 and June 7, 2019 ; and

· the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-31240; Film No. 02550765) filed with the Commission on February 15, 2002 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article Tenth of the Certificate of Incorporation of the Registrant provides that its directors shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware (the “DGCL”) as from time to time in effect.

The By-Laws of the Registrant provide that each person who is serving or served as director or officer of the Registrant, or is serving or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer or trustee at the request of the Registrant and his or her testator or intestate, shall be indemnified by the Registrant in accordance with and to the full extent permitted by the DGCL. Article VI of the By-Laws of the Registrant facilitates enforcement of the right of directors and owners to be indemnified by establishing such right as a contract right pursuant to which the person entitled thereto may bring suit as if the indemnification provisions of the By-Laws were set forth in a separate written contract between the Registrant and the director or officer.

Section 145 of the DGCL authorizes and empowers each Delaware corporation to indemnify its directors, officers, employees and agents against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his or her relationship with the corporation, provided that such persons acted in good faith and in a manner such person reasonably believed to be in, and not opposed to, the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful in connection with the acts or events on which such claim, action or suit is based. The finding of either civil or criminal liability on the part of such person in connection with such acts or events is not necessarily determinative of the question of whether such person has met the required standard of conduct and is, accordingly, entitled to be indemnified. The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL.

In addition, the Registrant has obtained a directors’ and officers’ liability and company reimbursement policy that insures against certain liabilities under the Securities Act of 1933, as amended, subject to applicable retentions.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

provided , however , that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 14th day of June, 2019.

	NEWMONT GOLDCORP CORPORATION

	By:	/s/ Logan H. Hennessey
	Name:	Logan H. Hennessey
	Title:	Vice President, Associate General Counsel & Corporate Secretary

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title of Capacities	Date

*	Chief Executive Officer and Director	June 14, 2019
Gary J. Goldberg	(Principal Executive Officer)

*	Executive Vice President and Chief Financial	June 14, 2019
Nancy K. Buese	Officer (Principal Financial Officer)

*	Vice President, Controller and Chief Accounting	June 14, 2019
John W. Kitlen	Officer (Principal Accounting Officer)

*	Director	June 14, 2019
Gregory H. Boyce

*	Director	June 14, 2019
Bruce R. Brook

*	Director	June 14, 2019
J. Kofi Bucknor

*	Director	June 14, 2019
Joseph A. Carrabba

*	Non-Executive Chair	June 14, 2019
Noreen Doyle

*	Director	June 14, 2019
Veronica M. Hagen

*	Director	June 14, 2019
Sheri E. Hickok

*	Director	June 14, 2019
René Médori

*	Director	June 14, 2019
Jane Nelson

*		Director	June 14, 2019
Julio M. Quintana

*		Director	June 14, 2019
Peifang Zhang


* By:	/s/ Logan H. Hennessey		June 14, 2019
	Name: Logan H. Hennessey, as Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number		Description of Documents

5.1		Opinion of White & Case LLP with respect to the legality of the Common Stock being registered.

23.1		Consent of Ernst & Young LLP.

23.2		Consent of White & Case LLP (included in Exhibit 5.1 to this Registration Statement).

24.1		Power of Attorney of certain officers and directors.

99.1		Goldcorp Inc. Amended and Restated 2005 Stock Option Plan.

Exhibit 5.1

[Letterhead of White & Case LLP]

June 14, 2019

Newmont Goldcorp Corporation

6363 South Fiddlers Green Circle

Greenwood Village, Colorado 80111

Goldcorp Inc. Amended and Restated 2005 Stock Option Plan: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as New York counsel to Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation), a Delaware corporation (the “Corporation”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Corporation’s registration statement on Form S-8 (the “Registration Statement”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,193,703 shares (the “Shares”) of its common stock, par value $1.60 per share (the “Common Stock”), reserved for issuance upon the exercise of stock options outstanding as of April 18, 2019 under the Goldcorp Inc. (“Goldcorp”) amended and restated 2005 Stock Option Plan (the “Goldcorp Plan”), assumed by the Corporation pursuant to an arrangement agreement, dated as of January 14, 2019, which was subsequently amended on February 19, 2019 (the “Arrangement Agreement”), by and between the Corporation and Goldcorp as a result of the consummation of the transactions contemplated by the Arrangement Agreement on April 18, 2019, as contemplated in the Registration Statement to which this opinion is filed as an exhibit.

In connection with the opinion expressed below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of corporate records, agreements, documents, and other instruments, matter of law, proceedings and such certificates or comparable documents of public officials and of officers and representatives of the Corporation, including: (i) the Corporation’s Certificate of Incorporation, amended and restated as of April 17, 2019, filed as Exhibit 3.1 to the Corporation’s Form 8-K filed with the Commission on April 22, 2019 (the “Certificate of Incorporation”); (ii) the Corporation’s By-Laws, as amended and restated effective April 23, 2019, filed as Exhibit 3.2 to the Corporation’s Form 10-Q for the period ended March 31, 2019, filed with the Commission on April 25, 2019; (iii) the resolutions adopted by the Corporation’s board of directors (the “Board”) on April 11, 2019 and April 23, 2019; and (iv) the Registration Statement, and have made such inquiries of such officers and representatives as we have deemed necessary as a basis for the opinion set forth in this opinion letter. In rendering such opinion, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents and the accuracy and completeness of all public records examined by us. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and officers and representatives of the Corporation and documents furnished to us by the Corporation and representations by the Corporation without independent investigation or verification of any kind of their accuracy.

In rendering the opinion contained herein, we have assumed that: (i) the Registration Statement and any supplements and amendments thereto, will have become effective and will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of any Shares thereunder); (ii) a prospectus supplement providing supplemental information to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission and will comply with all applicable laws; (iii) the Corporation will issue and deliver the Shares in the manner contemplated by the Registration Statement and any Shares authorized and reserved for issuance, in each case within the limits of the then remaining authorized but unissued and unreserved amounts of capital stock; (iv) the resolutions authorizing the Corporation to issue, offer and sell the Shares have been adopted by the Board (or an authorized committee thereof) and will be in full force and effect at all times at which the Shares are offered or sold by the Corporation; and (vi) all Shares will

be issued and sold in compliance with applicable federal and state securities laws or applicable laws or regulations or any agreement or other instrument binding upon the Corporation.

We have further assumed that the Shares will be authorized, executed, countersigned by the transfer agent or registrar therefor and delivered by the Corporation in accordance with applicable laws and sold as contemplated in the Registration Statement.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth in this opinion letter, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Corporation, and when issued in accordance with such authorization, the provisions of the Goldcorp Plan and relevant agreements duly authorized by and in accordance with the terms of the Goldcorp Plan, upon receipt by the Corporation of such payment or service in consideration therefor as the Board (or authorized committee thereof) may determine, will be validly issued, fully paid and non-assessable shares of Common Stock of the Corporation.

Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder. The opinion set forth in this letter is effective as of the date hereof only. We assume no responsibility to update this opinion letter for, or to advise you of, any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances, regardless of whether or not they affect the opinion expressed in this opinion letter.

The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.

Very truly yours,

/s/ White & Case LLP

WHITE & CASE LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation) Registration Statement on Form S-8 pertaining to the Goldcorp Inc. Amended and Restated 2005 Stock Option Plan of our reports dated February 21, 2019, with respect to the consolidated financial statements and schedules of Newmont Mining Corporation and the effectiveness of internal control over financial reporting of Newmont Mining Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Denver, Colorado

June 14, 2019

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Logan H. Hennessey and Nancy Lipson and each of them acting individually and with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation) (the “ Corporation”) to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, including, without limitation, the power and authority (i) to sign his or her name in any and all capacities (including his or her capacity as a director and/or officer of the Corporation) to the Registration Statement on Form S-8 or such other form as may be appropriate and any amendments thereto (including post-effective amendments), to be filed with the Commission registering 1,193,703 shares of common stock, par value $1.60 per share, of the Corporation issuable upon the exercise of stock options outstanding as of April 18, 2019 under the Goldcorp Inc. (“Goldcorp”) amended and restated 2005 Stock Option Plan, assumed by the Corporation pursuant to an arrangement agreement, dated as of January 14, 2019, which was subsequently amended on February 19, 2019 (the “Arrangement Agreement”), by and between the Corporation and Goldcorp as a result of the consummation of the transactions contemplated by the Arrangement Agreement on April 18, 2019, and to file the same with the Commission and any applicable securities exchange or securities regulatory body; and (ii) to sign the undersigned’s name in any and all capacities (including his or her capacity as a director and/or officer of the Corporation) any and all instruments or documents filed as part of or in connection with such Registration Statement or any amendments thereto (including post-effective amendments) and to file the same with the appropriate authorities; and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have subscribed these presents in the capacities and on the dates indicated:

Signature	Title of Capacities	Date

/s/ Gary J. Goldberg	Chief Executive Officer and Director	June 13, 2019
Gary J. Goldberg	(Principal Executive Officer)


/s/ Nancy K. Buese	Executive Vice President and Chief Financial	June 13, 2019
Nancy K. Buese	Officer (Principal Financial Officer)


/s/ John W. Kitlen	Vice President, Controller and Chief Accounting	June 13, 2019
John W. Kitlen	Officer (Principal Accounting Officer)


/s/ Noreen Doyle	Non-Executive Chair	June 13, 2019
Noreen Doyle


/s/ Gregory H. Boyce	Director	June 13, 2019
Gregory H. Boyce


/s/ Bruce R. Brook	Director	June 13, 2019
Bruce R. Brook


/s/ J. Kofi Bucknor	Director	June 13, 2019
J. Kofi Bucknor


/s/ Veronica M. Hagen	Director	June 13, 2019
Veronica M. Hagen


/s/ Sheri E. Hickok	Director	June 13, 2019
Sheri E. Hickok


/s/ René Médori	Director	June 13, 2019
René Médori

/s/ Jane Nelson	Director	June 13, 2019
Jane Nelson


/s/ Julio M. Quintana	Director	June 13, 2019
Julio M. Quintana


/s/ Joseph A. Carrabba	Director	June 13, 2019
Joseph A. Carrabba


/s/ Peifang Zhang	Director	June 13, 2019
Peifang Zhang

Exhibit 99.1

GOLDCORP INC.

AMENDED AND RESTATED

2005 STOCK OPTION PLAN

TABLE OF CONTENTS

ARTICLE 1 GENERAL PROVISIONS		1
Section 1.1	Interpretation	1
Section 1.2	Purpose	3
Section 1.3	Administration	4
Section 1.4	Shares Reserved	4
Section 1.5	Limits with respect to Insiders	5
Section 1.6	Non-Exclusivity	5
Section 1.7	Amendment or Termination	5
Section 1.8	Compliance with Legislation	7

ARTICLE 2 OPTIONS		7
Section 2.1	Grants	7
Section 2.2	Option Exercise Price	8
Section 2.3	Exercise of Options	8
Section 2.4	Transfer of Options	9
Section 2.5	Termination or Death	9

ARTICLE 3 CHANGE OF CONTROL		10
Section 3.1	Change of Control	10
Section 3.2	Right to Terminate Options on Sale of Corporation	11

ARTICLE 4 MISCELLANEOUS PROVISIONS		11
Section 4.1	No Rights as Shareholder	11
Section 4.2	No Rights to Continued Employment	11
Section 4.3	Special Requirements for U.S. Participants	12
Section 4.4	Withholding Taxes	12
Section 4.5	Conformity with Existing Employment Agreements	13

ARTICLE 5 ADOPTION		13
Section 5.1	Adoption	13

ARTICLE 1

GENERAL PROVISIONS

Section 1.1 Interpretation

(1) For the purposes of the Plan, the following terms shall have the following meanings:

“ Affiliate ” means an affiliate of the Corporation within the meaning of Section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“ Associate ” has the meaning set out in Section 2.22 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“ Board ” means the Board of Directors of the Corporation;

“ Change of Control ” means:

(i) a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its Affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor;

(ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(iii) the sale, exchange or other disposition to a person other than an Affiliate of the Corporation of all or substantially all of the Corporation ’ s assets; or

(iv) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders ’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change;

“ Corporation ” means Goldcorp Inc. and includes any successor thereto:

“ Eligible Person ” means, subject to all applicable laws, (A) in respect of any grant of Options by the Corporation any employee or officer of (i) the Corporation or (ii) any

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Affiliate (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and (B) in respect of any assignment of Options by a person in (A) above pursuant to Section 2.3(3), means any Permitted Assign of such person as the context requires;

“ Exchange ” means the Toronto Stock Exchange, the New York Stock Exchange or such other stock exchange or quotation system on which the Shares are listed or quoted from time to time;

“ Exchange Rate ” means the Canadian/United States dollar noon spot rate published by the Bank of Canada on the date the Option is granted;

“ Holding Entity ” has tile meaning set out in Section 2.22 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“ Incentive Stock Option ” or “ ISO ” means an Option granted to a U.S. Participant that is intended to qualify as an “ incentive stock option ” within the meaning of section 422 of the IRS Code:

“ Insider ” means: (i) an insider as defined in the Securities Act (Ontario) other than a person who is an Insider solely by virtue of being a director or senior officer of an Affiliate; and (ii) an Associate of any person who is an insider by virtue of (i);

“ IRS Code ” means the United States Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder;

“ Market Price ” means the volume weighted average trading price of the Shares, calculated by dividing the total value of Shares by the total volume of Shares traded on the TSX, or another stock exchange where the majority of the trading volume and value of the Shares occurs, for the five trading days immediately preceding the day the Option is granted;

“ Non-Qualified Stock Option ” or “ NQSO ” means any Option granted to a U.S. Participant that is not an Incentive Stock Option;

“ Option ” means an option to purchase Shares granted to an Eligible Person pursuant to the terms of the Plan;

“ Participant ” means an Eligible Person to whom an Option has been granted;

“ Permitted Assign ” means, for an employee or officer, as applicable:

(i) a Holding Entity of such employee or officer; or

(ii) a RRSP, RRIF or TFSA of such employee or officer;

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“ Plan ” means this Amended and Restated 2005 Stock Option Plan of the Corporation, as it may be amended from time to time;

“ RRIF ” means a registered retirement income fund as defined in the Income Tax Act (Canada);

“ RRSP ” means a registered retirement savings plan as defined in the Income Tax Act (Canada);

“ Shares ” means the common shares in the capital of the Corporation;

“ Subsidiary ” means a “ subsidiary corporation ” , whether now or hereafter existing, as defined in section 424(f) of the IRS Code;

“ 10% Shareholder ” means a U.S. Participant who, at the time an Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Corporation or any Subsidiary, taking into account the attribution rules under section 424(d) of the IRS Code;

“ Termination Date ” means the date on which a Participant ceases to be an Eligible Person. In the case of a notice of termination provided by the Corporation, such date shall be the date of termination set out in the notice regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant and, for all purposes of the Plan, a Participant ’ s employment shall conclusively be deemed to have been terminated on the date of termination set forth in the notice of termination (and for greater certainty shall not include any notice period required by any applicable statute or common law);

“ TFSA ” means a tax-free savings account as described in the Income Tax Act (Canada); and

“ U.S. Participant ” means a Participant that is subject to federal income tax in the United States of America pursuant to the IRS Code and any relevant tax convention.

(2) In the Plan words imparting the singular number only shall include the plural and vice versa and words imparting the masculine shall include the feminine.

(3) The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by:

(a) providing Eligible Persons with additional incentive;

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(b) encouraging equity ownership by such Eligible Persons;

(d) encouraging Eligible Persons to remain with the Corporation or its Affiliates; and

(e) attracting new employees and officers.

Section 1.3 Administration

(1) The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board. If a committee is appointed for this purpose, all references herein to the Board will be deemed to be references to the committee.

(2) Subject to the limitations of the Plan, the Board shall have the authority to:

(a) grant Options;

(b) determine the terms, limitations, restrictions and conditions respecting such grants;

(c) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable subject to required prior approval by any applicable regulatory authority and/or shareholders; and

(d) make all other determinations and take all other actions in connection with the implementation and administration of the Plan.

(3) The Board ’ s guidelines, rules, regulations, interpretations and determinations pursuant to or relating to the Plan shall be conclusive and binding upon the Corporation and all other persons, including without limitation all Participants. No member of the Board or any person acting pursuant to the authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith.

Section 1.4 Shares Reserved

(1) The aggregate number of Shares available to be issued pursuant to the exercise of all Options granted under the Plan shall be 35,500,000 Shares. No fractional Shares shall be issued and the Board may determine the manner in which fractional share values shall be treated. Any Shares subject to an Option which has been granted under the Plan that have been cancelled or terminated in accordance with the Plan, without having been exercised, will again be available to be granted under the Plan.

(2) The maximum number of Shares which may be reserved for issuance to any one person under the Plan shall be 5% of the Shares issued and outstanding at the time of the grant

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(on a non-diluted basis) less the aggregate number of Shares reserved for issuance to such person under any other security based compensation arrangements of the Corporation.

(3) If there is a change in or substitution of or exchange of the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, amalgamation, arrangement, consolidation, reorganization, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval (if required) of the relevant stock exchange(s), appropriate substitution or adjustment in:

(a) the number or kind of Shares or other securities reserved for issuance pursuant to the Plan; and

(b) the number or kind of Shares subject to unexercised Options granted and the option exercise price of such Shares; provided however that no substitution or adjustment shall obligate the Corporation to issue or sell fractional Shares.

(4) The Corporation shall at all times during the term of the Plan reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

Section 1.5 Limits with respect to Insiders

(1) The maximum number of Shares issuable to Insiders under the Plan and any other security based compensation arrangements of the Corporation shall be 10% of the Shares issued and outstanding at the time of the grant (on a non-diluted basis).

(2) The maximum number of Shares which may be issued to Insiders under the Plan and any other security based compensation arrangements of the Corporation within a 12 month period shall be 10% of the Shares, issued and outstanding at the time of the issuance (on a non-diluted basis).

Section 1.6 Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approvals.

Section 1.7 Amendment or Termination

(1) Subject to Section 1.7(2) below, the Board may at any time, and from time to time, and without shareholder approval amend any provision of the Plan, or any Options granted hereunder, or terminate the Plan, subject to any applicable regulatory or stock exchange requirements or approvals at the time of such amendment or termination, including. without limitation, making amendments:

(a) to Section 2.3 relating to the exercise of options;

(b) deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws;

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(d) to the change of control provisions provided for in Section 3.1. For greater certainty, any change made to Section 3.1 shall not allow Participants to be treated any more favourably than other holders of Shares with respect to the consideration that the Participants would be entitled to receive for their Shares upon a Change of Control;

(e) to Section 1.3 relating to the administration of the Plan;

(f) to the vesting provision of any outstanding Options as contemplated by the Plan; and

(g) fundamental or otherwise, not requiring shareholder approval under applicable laws or the rules of the Exchange, including amendments of a “clerical” or “housekeeping” nature and amendments to ensure that the Options granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which an Eligible Person may from time to time be resident or a citizen.

(2) Notwithstanding Section 1.7(1), the Board shall not be permitted to amend:

(a) Section 1.4(1) in order to increase the maximum number of Shares which may be issued under the Plan or Section 1.5 so as to increase the Insider participation limits;

(b) Section 2.2 in any manner or this Section 1.7 so as to increase the ability of the Board to amend the Plan without shareholder approval;

(d) Section 2.4 relating to the transferability of Options other than as permitted under the Plan;

(e) subject to Section 1.4(3), the exercise price of any Option issued under the Plan where such amendment reduces the exercise price of such Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its expiry for the purpose of re-issuing Options to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option); or

(f) the term of any Option issued under the Plan;

in each case without first having obtained the approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares and, in the case of an amendment to Section 1.5 so as to increase the Insider participation limits, approval of a majority of the holders of the Shares voting at a

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duly called and held meeting of holders of Shares excluding shares voted by Insiders who are Eligible Persons.

(3) Any amendment or termination shall not materially and adversely alter the terms or conditions of any Option or materially and adversely impair any right of any Participant under any Option granted prior to the date of any such amendment or termination without the consent of such Participant.

(4) If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules adopted by the Board and in force at such time, will continue in effect as long as any Options under the Plan or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Options it would be entitled to make if the Plan were still in effect.

Section 1.8 Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Corporation ’ s obligation to sell and deliver Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of the Exchange and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Board may postpone or adjust any exercise of any Option or the issuance of any Shares pursuant to the Plan as the Board in its discretion may deem necessary in order to permit the Corporation to effect or maintain registration of the Plan or the Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Shares and the Plan are exempt from such registration. The Corporation shall not be obligated by any provision of the Plan or the grant of any Option hereunder to issue Shares in violation of such laws, rules and regulations or any condition of such approvals. In addition, the Corporation shall have no obligation to issue any Shares pursuant to the Plan unless such Shares shall have been duly listed with the Exchange. The Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for issuances of such Shares in compliance with applicable laws and for the admission to listing of such Shares on the Exchange. Shares issued and sold to Participants may be subject to limitations on sale or resale under applicable securities laws.

ARTICLE 2

OPTIONS

Section 2.1 Grants

(1) Subject to the provisions of the Plan, the Board shall have the authority to determine the terms, limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant ’ s rights in respect of Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may

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receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

(2) The award of an Option to an Eligible Person at any time shall neither entitle such Eligible Person to receive nor preclude such Eligible Person from receiving a subsequent Option.

(3) For greater certainty, the Board shall be permitted to grant Options only to an employee or officer of (i) the Corporation or (ii) any Affiliate (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and shall not be permitted to grant Options directly to any Permitted Assign.

(4) Options may be granted so that they qualify as ISOs under section 422(d) of the IRS Code in accordance with the requirements and limitations in Section 4.3 below.

(5) Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant to whom such Option is granted. Subject to specific variations approved by the Board in respect of any Options, such variations not to be inconsistent with the provisions of the Plan, all terms and conditions set out in the Plan will be incorporated by reference into and form part of any Option granted under the Plan.

Section 2.2 Option Exercise Price

(1) The Board will establish the exercise price of an Option at the time each Option is granted based on the terms set out under Section 2.2(2).

(2) Subject to Section 4.3(d), the exercise price of an Option as established by the Board pursuant to Section 2.2(1) will not be less than the Market Price.

(3) For participants that are not a resident of Canada for the purposes of the Income Tax Act (Canada) and any relevant tax convention, the exercise price of an Option shall be the amount established by the Board pursuant to Section 2.2(2) multiplied by the Exchange Rate.

Section 2.3 Exercise of Options

(1) Options granted must be exercised no later than seven years after the date of grant or such lesser period as the Board may approve. In the event that any Option expires during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Corporation, such expiry will become the tenth day following the end of the blackout period. A minimum of 100 Shares must be purchased by a Participant upon exercise of Options at any one time, except where the remainder of Shares available for purchase pursuant to Options granted to such Participant totals less than 100.

(2) The exercise price of each Option to purchase Shares shall be paid in full by certified cheque, or in another manner deemed acceptable to the Corporation, at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan and the

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related option agreement, the number of Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.

(3) Subject to the provisions of the Plan and the related option agreement, an Option may be exercised from time to time by delivery to the Corporate Secretary of the Corporation at its head office at Suite 3400 — 666 Burrard Street, Vancouver, British Columbia V6C 2X8 a completed and signed Notice of Exercise in the form attached to the agreement evidencing the grant of options, and accompanied by payment in full of the Option exercise price of the Shares to be purchased. Certificates for such Shares shall be issued and delivered to the Participant within a reasonable period of time following the receipt of such notice and payment but in any event not exceeding five business days.

Section 2.4 Transfer of Options

(1) Subject to Section 2.4(2), Options shall be non-assignable and non-transferable by the Participants otherwise than by will or the laws of descent and distribution, and shall be exercisable only by the Participant during the lifetime of the Participant and only by the Participant ’ s legal representative after death of the Participant (subject to the limitation that Options may be not be exercised later than seven years from their date of grant).

(2) Notwithstanding Section 2.4(1), Options may be assigned by an Eligible Person to whom an Option has been granted to a Permitted Assign of such Eligible Person, following which such Options shall be non-assignable and non-transferable by such Permitted Assign, except to another Permitted Assign, otherwise than by will or the laws of descent and distribution, and shall be exercisable only by such Permitted Assign during the lifetime of such Permitted Assign and only by such Permitted Assign ’ s legal representative after death of such Permitted Assign (subject to the limitation that Options may not be exercised later than seven years from their date of grant). Notwithstanding the foregoing, an ISO may not be transferred or assigned in any manner other than (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order (as described in the IRS Code). An improper transfer of any Options will not create any rights in the purported transferee, will cause the immediate termination of the Options, and the Corporation will not issue any Shares upon the attempted exercise of improperly transferred Options.

Section 2.5 Termination or Death

(1) Except as otherwise determined by the Board and subject to the limitation that Options may not be exercised later than seven years from their date of grant:

(a) if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable 30 days after the Termination Date, or such longer period as determined by the Board. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not be exercised by the Participant unless the Board determines otherwise. For greater certainty, any such determination regarding the period for exercise or vesting of options made by the Board may be made at any

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time subsequent to the date of grant of Options, provided, however, that the Board may not extend the period for exercise beyond the expiry date of the Option. If a Participant ceases to be an Eligible Person because his relationship with the Corporation or an Affiliate is terminated by the Corporation or the Affiliate, as applicable, for cause, such Participant ’ s Options shall cease to be exercisable immediately upon the Termination Date.

(b) if a Participant dies, the legal representative of the Participant may exercise the Participant ’ s Options within a period of the earlier of (i) the expiry date of such Option; and (ii) 12 months after the date of the Participant ’ s death, but only to the extent the Options were by their term exercisable on the date of death unless otherwise determined by the Board.

(c) notwithstanding the foregoing, except in the case of a U.S. Participant ’ s death or disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is three months following the U.S. Participant ’ s termination of employment with the Corporation and all Subsidiaries will be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code. In the case of a termination of employment due to a U.S. Participant ’ s disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is 12 months following the U.S. Participant ’ s termination of employment shall be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code.

(2) Any Participant to whom an Option is granted under the Plan who subsequently ceases to hold the position in which he or she received such Option shall continue to be eligible to hold such Option as a Participant as long as he or she otherwise falls within the definition of “ Eligible Person ” in any capacity.

ARTICLE 3

CHANGE OF CONTROL

Section 3.1 Change of Control

(1) In the event of (i) a Change of Control, and (ii) within 12 months of such Change of Control the Corporation terminates the employment of the Participant for any reason other than just cause, then all of a Participant ’ s Options will immediately vest on the date of such termination. In such event, all Options so vested will be exercisable, conditionally or otherwise, from such date until their respective expiry dates, subject to the terms of any employment agreement or other contractual arrangement between the Participant and the Corporation. For greater certainty, upon a Change of Control, Participants shall not be treated any more favourably than holders of Shares with respect to the consideration that the Participants would be entitled to receive for their Shares.

(2) If the Participant elects to exercise its Options following a Change of Control, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Shares which he was entitled upon such exercise, the kind and amount of shares and other

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securities, property or cash which such holder could have been entitled to receive as a result of such Change of Control, on the effective date thereof, had he been the registered holder of the number of Shares to which he was entitled to purchase upon exercise of such Options.

Section 3.2 Right to Terminate Options on Sale of Corporation

Notwithstanding any other provision of the Plan, if the Board at any time by resolution declares it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the property and assets of the Corporation or any proposed merger, consolidation, amalgamation or offer to acquire all of the outstanding Shares (collectively, the “ Proposed Transaction ” ), the Corporation may give written notice to all Participants advising them that, within 30 days after the date of the notice and not thereafter, each Participant must advise the Board whether the Participant desires to exercise its Options prior to the closing of the Proposed Transaction, and that upon the failure of a Participant to provide such notice within the 30-day period, all rights of the Participant will terminate, provided that the Proposed Transaction is completed within 180 days after the date of the notice. If the Proposed Transaction is not completed within the 180-day period, no right under any Option will be exercised or affected by the notice, except that the Option may not be exercised between the date of expiration of the 30-day period and the day after the expiration of the 180-day period, or if earlier, the date the Proposed Transaction is terminated without completion. If a Participant gives notice that the Participant desires to exercise its Options prior to the closing of the Proposed Transaction, then all Options which the Participant elected by notice to exercise will be exercised immediately prior to the effective date of the Proposed Transaction or such earlier time as may be required to complete the Proposed Transaction.

ARTICLE 4

MISCELLANEOUS PROVISIONS

Section 4.1 No Rights as Shareholder

The holder of an Option shall not have any rights as a holder of Shares with respect to any of the Shares underlying an Option until such holder shall have exercised such Option in accordance with the terms of the Plan (including tendering payment in full of the exercise price in respect of which the Option is being exercised).

Section 4.2 No Rights to Continued Employment

Nothing in the Plan or any Option shall confer upon a Participant any right to continue in the employment or engagement of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate his employment or engagement at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment or engagement of any Participant beyond the date on which he would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the date on which his relationship with the Corporation or any Affiliate

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would otherwise be terminated pursuant to the provisions of any employment, consulting or other contract for services with the Corporation or any Affiliate.

Section 4.3 Special Requirements for U.S. Participants

(a) Notwithstanding any other provision of the Plan to the contrary, the aggregate number of Shares available for ISOs is 35,500,000, subject to adjustment pursuant to Section 1.4 of the Plan and subject to the provisions of sections 422 and 424 of the IRS Code.

(b) Each option agreement shall specify whether the related Option is an ISO or a NQSO. If no such specification is made, the related Option will be a NQSO.

(c) An ISO shall be treated as a NQSO to the extent that the aggregate Market Price (determined as of the applicable grant date) with respect to which ISOs are exercisable by the U.S. Participant for the first time during any calendar year (pursuant to the Plan and all other plans of the Corporation and of any Affiliate for purposes of section 422 of the IRS Code) will exceed U.S.$100,000 or any other limitation subsequently set forth in section 422(d) of the IRS Code.

(d) The exercise price per Share of an ISO granted to a 10% Shareholder will be not less than 110% of the Market Price on the applicable grant date.

(e) An ISO may only be granted within the 10-year period beginning from the earlier of the date the Plan is adopted by the Board or the date the Plan is approved by shareholders of the Corporation.

(f) If the Board determines to extend the exercise period of an ISO pursuant to its authority under Section 2.3 above or to make any other revision to the terms of an ISO, such Option shall thereafter be treated as a NQSO to the extent required under sections 422 and 424 of the IRS Code. Notwithstanding any provision in the Plan to the contrary, any revision to the terms of an Option (whether an ISO or NQSO) granted to a U.S. Participant shall be made only if it does not create adverse tax consequences under section 409A of the IRS Code.

Section 4.4 Withholding Taxes

The exercise of each Option granted under the Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that a Participant pay to the Corporation, in addition to and in the same manner as the exercise price for the Shares, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the Option or, alternatively, the Corporation shall have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares acquired upon exercise of any Option, or retaining any amount payable, which would

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otherwise be issued or delivered, provided or paid to a Participant by the Corporation, whether or not such amounts are payable under the Plan.

Section 4.5 Conformity with Existing Employment Agreements

Notwithstanding any other provision of this Plan, to the extent that the provisions of this Plan conflict with the terms of any employment agreement between a Participant and the Corporation that is effective prior to the date of adoption of the Plan, the provisions of such employment contract shall control the rights of the Participant with respect to Options granted under this Plan.

ARTICLE 5

ADOPTION

Section 5.1 Adoption

The Plan was approved by the shareholders of the Corporation on May 15, 2005, as amended and approved by the shareholders of the Corporation on (a) May 2, 2007, (b) May 20, 2008, (c) May 18, 2011 and (d) May 1, 2014. The Plan was further amended by the Board on February 17, 2016, effective as of April 28, 2016.