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6-K 1 ego_6k.htm FORM 6-K ego_6k.htm

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 2025

Commission File Number 001-31522

Eldorado Gold Corporation

(Translation of registrant’s name into English)

11th Floor-550 Burrard Street

Bentall 5

Vancouver, B.C.

Canada V6C 2B5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELDORADO GOLD CORPORATION

	By:	/s/ Karen Aram
		Karen Aram, Corporate Secretary

Date: June 23, 2025

Exhibits

Exhibit

No.

Description

99.1

Amended and Restated Stock Option Plan

99.2

Amended and Restated Performance Share Unit Plan

EX-99.1 2 ego_ex991.htm AMENDED AND RESTATED STOCK OPTION PLAN ego_ex991.htm

EXHIBIT 99.1

ELDORADO GOLD CORPORATION

AMENDED AND RESTATED STOCK OPTION PLAN

1.	Purposes of the Plan

1.1	The purposes of this Plan are to (a) assist the Company in attracting, retaining and motivating senior officers, employees and consultants of the Company and of its related entities; and (b) closely align the personal interests of such officers, employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares in the capital of the Company.

2.	Definitions

2.1	For the purposes of the Plan, the following terms have the respective meanings set forth below:

	(a)	“Approved Agreement” means (i) an Option Agreement, (ii) an employment agreement, or (iii) another written agreement between the Company or a related entity of the Company and the Optionee which has been approved by an Executive Officer of the Company (or where the Optionee is an Executive Officer of the Company, approved by the Board);

	(b)	“Black-Out Period” means that period during which a trading black-out period is imposed by the Company to restrict trades in the Company’s securities by an Eligible Person;

	(c)	“Board” means the board of directors of the Company;

	(d)	“Cause” means:

(i)

with respect to a particular Employee:

	(A)	“cause” or “serious reason” as such term is defined in an Approved Agreement (provided that if such term is defined in both an Option Agreement and another Approved Agreement, the definition in the Option Agreement will govern); or

	(B)	in the event that (A) does not apply, then “Cause” means any circumstance where an employer can terminate an individual’s employment without any notice or payment whatsoever;

(ii)

with respect to a particular Consultant:

(A)

“cause” or “serious reason” as such term is defined in an Approved Agreement (provided that if such term is defined in both an Option Agreement and another Approved Agreement, the definition in the Option Agreement will govern); or

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(B)

in the event that (A) does not apply, then “Cause” means any circumstance, as described in the Consultant’s written services agreement, or as provided for pursuant to applicable law, where the Company or a related entity of the Company may terminate the Consultant’s engagement without any notice or payment whatsoever;

(e)

“Change of Control” means:

	(i)	an acquisition of 40% or more of the voting rights attached to all outstanding voting shares of the Company by a person or combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, or by virtue of a related series of such events, and whether by transfer of existing shares or by issuance of shares from treasury or both; or

	(ii)	the amalgamation, consolidation or combination of the Company with, or merger of the Company into, any other person, whether by way of amalgamation, arrangement or otherwise, unless (A) the Company is the surviving person or the person formed by such amalgamation, consolidation or combination, or into which the Company has merged, is a corporation and (B) immediately after giving effect to such transaction at least 60% of the voting rights attached to all outstanding voting shares of the Company or the corporation resulting from such amalgamation, consolidation or combination, or into which the Company is merged, as the case may be are owned by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such transaction; or

	(iii)	the direct or indirect transfer, conveyance, sale, lease or other disposition, by virtue of a single event or a related series of such events, of 90% or more of the assets of the Company based on gross fair market value to any person unless (A) such disposition is to a corporation and (B) immediately after giving effect to such disposition, at least 60% of the voting rights attached to all outstanding voting shares of such corporation are owned by the Company or its related entities or by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such disposition; or

	(iv)	at least 50% of the directors constituting the Board cease to be directors as a result of, in connection with, or pursuant to a contract relating to (A) a Change of Control as defined in paragraphs (i), (ii) or (iii), or (B) an actual or threatened contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies by or on behalf of a person or persons (other than a solicitation that was approved by directors constituting a majority of the Board);

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	(f)	“Company” means Eldorado Gold Corporation;

	(g)	“Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board;

	(h)	“Consultant” has the same meaning ascribed to that term under Section 2.22 of NI 45-106, and shall only include those persons who may participate in an “Employee Benefit Plan” as set forth in Rule 405 of the U.S. Securities Act;

	(i)	“Date of Termination” means, for purposes of the Plan:

(i)

in the case of an Optionee whose employment or engagement with the Company or a related entity of the Company terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Optionee or the Company or the related entity of the Company that initiates the termination), the later of:

	(A)	if and only to the extent required to comply with the minimum standards of ESL, the last day of any minimum statutory notice period applicable to the Optionee pursuant to the ESL, if any; or

	(B)	the date that is designated by the Company or the related entity of the Company as the last day of the Optionee’s employment or engagement with the Company or such related entity, as applicable, provided that in the event the Optionee resigns, such date shall not be earlier than the date notice of resignation was given;

and, in the case of either (A) or (B), without regard to any applicable period of reasonable notice or contractual notice to which the Optionee may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Optionee actually and actively provides services to the Company or the related entity of the Company as specified in the notice of termination provided by the Optionee or the Company or such related entity, as the case may be; or

(ii)

if the Optionee’s death occurs prior to the date determined pursuant to (i) above, the date of the Optionee’s death;

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(j)

“Disability” means, with respect to a particular Optionee:

	(i)	“disability” as such term is defined in an Approved Agreement (provided that if such term is defined in both an Option Agreement and an Approved Agreement, the definition in the Option Agreement will govern); or

	(ii)	in the event that (i) does not apply, then “Disability” means a physical or mental incapacity of a nature which the Chief Executive Officer of the Company determines prevents or would prevent the Optionee from satisfactorily performing the substantial and material duties of his or her position with the Company or the related entity of the Company, as the case may be;

	(k)	“Eligible Person” means, from time to time, a full-time or part-time Employee or Consultant;

	(l)	“Eligible Retirement” means a retirement of an Optionee which meets the eligibility requirements to participate in the program contemplated in the Retirement Policy;

	(m)	“Employee” means an employee or officer of the Company or a related entity of the Company;

	(n)	“ESL” means the employment standards legislation, as amended or replaced, applicable to an Optionee who is an Employee;

	(o)	“Exchange” means, if the Shares are listed on the TSX, the TSX and, if the Shares are not listed on the TSX, any other principal exchange upon which the Shares are listed;

	(p)	“Executive Officer” means an executive officer of the Company appointed as such by a resolution of the Board;

	(q)	“Good Reason” means, with respect to a particular Optionee:

	(i)	“good reason” as such term is defined in an Approved Agreement (provided that if such term is defined in both an Option Agreement and an Approved Agreement, the definition in the Option Agreement will govern); or

	(ii)	in the event that (i) does not apply, then “Good Reason” means the occurrence of one or more of the following circumstances without the Optionee’s prior written consent, which circumstances are not remedied by the Company or a related entity of the Company within 30 days of the applicable entity’s receipt of a written notice from the Optionee describing the applicable circumstances (which notice must be provided by the Optionee within 30 days of the Optionee’s knowledge of the applicable circumstances): (A) a material adverse change to the Optionee’s duties, responsibilities or authority compared to the Optionee’s duties, responsibilities or authority immediately prior to the Change of Control (unless, in each case, clearly consistent with a promotion); (B) a material reduction in the Optionee’s base salary or annual bonus opportunity as was in place immediately prior to the Change of Control; or (C) the Company or a related entity of the Company relocating the principal place at which the Optionee performs their duties for the Company or a related entity of the Company to any place more than 50 kilometers from such location immediately prior to the Change of Control;

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	(r)	“Grant Date” has the meaning ascribed to that term in Subsection 5.1 hereof;

	(s)	“Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements and Exemptions;

	(t)	“Market Value” of a Share means, on any given day, the closing trading price per share of the Shares on the Exchange on the Trading Day immediately preceding the relevant date;

	(u)	“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions;

	(v)	“Option” means an option granted under this Plan;

	(w)	“Option Agreement” has the meaning ascribed to that term in Section 7 hereof;

	(x)	“Option Period” has the meaning ascribed to that term in Subsection 6.3 hereof;

	(y)	“Option Price” means the price per Share at which Shares may be purchased under the Option, as determined pursuant to Paragraph 5.1(c) hereof and as may be adjusted in accordance with Section 10 hereof;

	(z)	“Optionee” means an Eligible Person to whom an Option has been granted;

	(aa)	“Plan” means the Stock Option Plan of the Company as set forth herein as the same may be amended and/or restated from time to time;

	(bb)	“related entity” has the meaning ascribed to that term in Section 2.22 of NI 45-106;

	(cc)	“Retirement Policy” means the Company’s retirement policy dated August 2023, as may be amended from time to time;

	(dd)	“Securities Regulators” has the meaning ascribed to that term in Section 11 hereof;

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	(ee)	“security based compensation arrangement” has the meaning given to that term in the TSX Company Manual;

	(ff)	“Share” means, subject to Section 10 hereof, a common share without nominal or par value in the capital of the Company;

	(gg)	“Take-Over Bid” has the meaning ascribed to the term in Subsection 10.6 hereof;

	(hh)	“Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in British Columbia;

	(ii)	“TSX” means the Toronto Stock Exchange; and

	(jj)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

2.2	Unless otherwise indicated, all dollar amounts referred to in this Plan are in Canadian funds.

2.3	As used in this Plan,

	(a)	unless the context otherwise requires, words importing the masculine gender shall include the feminine and neuter genders, words importing the singular shall include the plural and vice versa;

	(b)	unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”, “hereunder” or other similar terms refer to the Plan as a whole, together with the appendices and schedules, and references to a Section, Subsection, paragraph, Appendix or Schedule by number or letter or both refer to the Section, Subsection, paragraph, Appendix or Schedule, respectively, bearing that designation in the Plan; and

	(c)	the term “include” (or words of similar import) is not limiting whether or not non- limiting language (such as “without limitation” or words of similar import) is used with reference thereto.

3.	Administration of the Plan

3.1	The Plan shall be administered by the Compensation Committee.

3.2	The Compensation Committee shall, periodically, make recommendations to the Board as to the grant of Options

3.3	In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant Options, to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

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3.4	The Board may delegate any or all of its authority, rights, powers and discretion with respect to the Plan to the Compensation Committee. Upon any such delegation the Compensation Committee as well as the Board, shall be entitled to exercise any or all such authority, rights, power and discretion with respect to the Plan and when used in the context of this Plan “Board” shall be deemed to include the Compensation Committee.

3.5	The Board may authorize one or more officers of the Company to execute and deliver and to receive documents on behalf of the Company.

4.	Shares Subject to the Plan

4.1	The maximum number of Shares which may be issued under the Plan from and after June 3, 2025 shall not exceed 23,691,000 Shares, subject to adjustment as provided in Section 10.

4.2	In no event shall Options be granted entitling any one Optionee to purchase in excess of one half of one percent (0.5%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date of the Options.

4.3	No Options may be granted to non-employee directors of the Company or a related entity of the Company under this Plan.

4.4	Notwithstanding anything in this Plan to the contrary:

	(a)	the maximum number of Shares issuable pursuant to Options granted under the Plan to Insiders, together with the number of Shares issuable to Insiders under any other security based compensation arrangements, shall not exceed 9% of the Shares issued and outstanding on a non-diluted basis at the Grant Date of the Options; and

	(b)	within any one-year period, the maximum number of Shares issued under the Plan to Insiders, together with the number of Shares issued to Insiders under any other security based compensation arrangements, shall not exceed 9% of the Shares issued and outstanding on a non-diluted basis.

	Any entitlement to acquire Shares granted pursuant to the Plan or otherwise prior to the Optionee becoming an Insider shall be excluded for the purpose of the limits set out above. The acquisition of Shares by the Company for cancellation shall not constitute non-compliance with the limits set out above for any Options outstanding prior to such purchase for cancellation.

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4.5	Options may be granted in respect of authorized and unissued Shares. Shares in respect of which Options have expired, cancelled or otherwise terminated for any reason (other than exercise of the Options) shall be available for subsequent Options under the Plan.

4.6	No fractional Shares may be purchased or issued under the Plan. If any fractional interest in a Share would, except for this provision, be purchasable or issuable upon the exercise of an Option, such fractional interest shall be rounded down to the nearest full Share and the fractional interest will be disregarded.

5.	Grants of Options

5.1	Subject to the provisions of the Plan, the Board shall have the right to grant, in its sole discretion and from time to time, to any Eligible Persons Options as a discretionary grant with such terms and conditions as the Board may determine. The Board shall also determine, in its sole discretion, in connection with each grant of Options:

	(a)	the date on which such Options are to be granted (the “Grant Date”);

	(b)	the number of Options to be granted;

	(c)	the Option Price applicable to each Option, provided that the Option Price shall not be less than the Market Value per Share on the Grant Date; and

	(d)	the other terms and conditions (which need not be identical and which, without limitation, may include non-competition provisions) of all Options covered by any grant.

5.2	If the Options are inadvertently granted during a Black-Out Period or on the first Trading Day following the end of the Black-Out Period, then the Grant Date shall be deemed to be the second Trading Day following the end of the Black-Out Period.

6.	Eligibility, Vesting and Terms of Options

6.1	Options may be granted to Eligible Persons only.

6.2	Subject to the adjustments provided for in Section 10 hereof, each Option shall entitle the Optionee to purchase one Share.

6.3	The option period (the “Option Period”) of each Option commences on the Grant Date and expires no later than at 4:30 p.m. Vancouver time on the seventh anniversary of the Grant Date. If an Option is scheduled to expire during a Black-Out Period, then, notwithstanding any other provision of the Plan, the Option shall expire 10 Trading Days after the Black-Out Period is lifted by the Company.

6.4	Without restricting the authority of the Board in respect of the terms of Options to be granted hereunder, the Board may at its discretion, in respect of any such Option, provide that the right to exercise such Option will vest in instalments over the life of the Option, with the Option being fully-exercisable only when such required time period or periods have elapsed, and in connection therewith determine the terms under which vesting of the Options may be accelerated.

6.5	Subject to Section 8, an Option which is not subject to vesting, may be exercised (in each case rounded down to the nearest full Share) at any time during the Option Period. Subject to Section 8, an Option which is subject to vesting, may once vested in accordance with the vesting terms, be exercised (in each case rounded down to the nearest full Share) at any time during the Option Period.

6.6	An Option is personal to the Optionee and is non-assignable and non-transferable otherwise than by will or by the laws governing the devolution of property in the event of death of the Optionee.

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7.	Option Agreement

7.1	Upon the grant of an Option, the Company and the Optionee shall enter into an option agreement, in such form as may be approved by the Board from time to time (the “Option Agreement”), which agreement shall be subject to the terms and conditions of the Plan, the Grant Date, and set out the name of the Optionee, the number of Options, the Option Price, the expiry date of the Option Period and any vesting or other terms and conditions as the Board may deem appropriate.

8.	Termination of Employment or Engagement

8.1	With respect to Optionees that are Executive Officers:

	(a)	in the event such Optionee’s employment or engagement terminates for any reason other than death, Eligible Retirement or for Cause, the Optionee may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the Date of Termination until the earlier of (i) the date that is 365 days after such Date of Termination, and (ii) the expiration of the Option Period, after which such Option shall immediately and automatically expire and be cancelled and the Optionee will not be entitled to any compensation or damages in respect of such expired and cancelled Option; and

	(b)	in the event such Optionee’s employment or engagement is terminated for Cause, each Option held by the Optionee that has not been effectively exercised prior to such termination shall immediately and automatically expire upon the Date of Termination and the Optionee will not be entitled to any compensation or damages in respect of such expired and cancelled Option.

8.2	With respect to Optionees that are not Executive Officers:

	(a)	in the event such Optionee’s employment or engagement terminates for any reason other than death, Eligible Retirement or for Cause, the Optionee may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the Date of Termination until the earlier of (i) the date that is 90 days after such Date of Termination, and (ii) the expiration of the Option Period, after which such Option shall immediately and automatically expire and be cancelled and the Optionee will not be entitled to any compensation or damages in respect of such expired and cancelled Option; and

	(b)	in the event such Optionee’s employment or engagement is terminated for Cause, each Option held by the Optionee that has not been effectively exercised prior to such termination shall lapse and become null and void immediately upon the Date of Termination and the Optionee will not be entitled to any compensation or damages in respect of such expired and cancelled Option.

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8.3	In the event such Optionee’s employment or engagement terminates pursuant to an Eligible Retirement, the Optionee’s right to exercise any Option granted hereunder, the continued vesting of any Option granted hereunder and/or the termination, lapsing or forfeiture of any Option granted hereunder shall be subject to the terms of the Retirement Policy as in effect as of the Optionee’s Date of Termination; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto.

8.4	In the event of the Disability or death of an Optionee, either while in the employment or engagement of the Company or a related entity of the Company, the Optionee or the Optionee’s estate, as applicable, may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the Optionee’s Date of Termination until the earlier of (i) the date that is 365 days from the Optionee’s Date of Termination, and (ii) the expiration of the Option Period, after which such Option shall immediately and automatically expire and be cancelled and the Optionee or the Optionee’s estate, as applicable, will not be entitled to any compensation or damages in respect of such expired and cancelled Options. The Optionee’s estate shall include only the executors or administrators of such estate and persons who have acquired the right to exercise such Option directly from the Optionee by bequest or inheritance.

8.5	The Board may also in its sole discretion increase the periods permitted to exercise all or any of the Options covered by any grant following a termination of employment or engagement as provided in this Section 8, subject to applicable law; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto.

8.6	Notwithstanding anything to the contrary in this Section 8, unless the Board, in its discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment or engagement within or among the Company or a related entity of the Company for so long as the Optionee continues to be an Employee or Consultant.

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8.7	The Plan shall not confer upon any Optionee any right with respect to a continuation of employment or engagement of, the Company or a related entity of the Company nor shall it interfere in any way with the right of the Company or a related entity of the Company to terminate any Optionee’s employment or engagement.

8.8	For greater certainty (and subject to Subsections 8.3, 8.5, 10.8 and the Retirement Policy), an Option that has not become vested on the applicable Date of Termination that the relevant termination event referred to in this Section 8 occurred, shall not be or become exercisable and shall be cancelled without any compensation or damages.

8.9	Except where an Optionee’s employment or engagement is terminated for Cause, if the date pursuant to which any Option would cease to be exercisable pursuant to this Section 8 occurs during a Black-Out Period, then notwithstanding any other provision of the Plan, the Option shall continue to be exercisable on or before the date that is 10 Trading Days after the Black-Out Period is lifted by the Company.

8.10	A Optionee’s eligibility to be granted an Option under the Plan ceases as of the Date of Termination. Except if and as required to comply with applicable minimum requirements contained in ESL, no Optionee is eligible for continued vesting of any Option during any period in which the Optionee receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and no Optionee shall be entitled to any damages or other compensation in respect of any Option that does not vest or is not awarded due to termination of the Optionee’s employment or engagement as of the Date of Termination. The Plan displaces any and all common law and civil law rights the Optionee may have or claim to have in respect of any Options, including any right to damages. The foregoing shall apply, regardless of: (i) the length of the Optionee’s employment or engagement; (ii) the reason for the termination of the Optionee’s employment or engagement; (iii) whether such termination is lawful or unlawful, with or without Cause; (iv) whether it is the Optionee or the Company or a related entity of the Company that initiates the termination; and (v) any fundamental changes, over time, to the terms and conditions applicable to the Optionee’s employment or engagement.

8.11	It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL. The Company and its related entities, as applicable, will comply with all applicable minimum requirements contained in ESL. Accordingly, to the extent that any applicable ESL minimum requirements apply, the Plan shall: (i) not be interpreted as in any way waiving or contracting out of ESL; and (ii) be interpreted to achieve compliance with ESL. If ESL requires the Company or a related entity of the Company to provide the Optionee with a superior right or entitlement upon termination of the Optionee’s employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, then the Company or the related entity of the Company, as applicable, shall provide the Optionee with the Optionee’s minimum Statutory Entitlements in substitution for the Optionee’s rights under the Plan. There shall be no presumption of strict interpretation against the Company or any related entity of the Company. Any discretion exercisable in respect of the Plan will be exercised in a manner that complies any applicable minimum requirements of ESL.

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8.12	It is understood and agreed that the Company and its directors, officers, employees, attorneys and agents do not have any obligation to notify the Optionee prior to the expiration of any Option under this Plan, regardless of whether the Option will expire at the end of its full term or an earlier date related to the termination of the Optionee’s employment or engagement. The Optionee agrees that the Optionee has the sole responsibility for monitoring the expiration of any Option and for exercising their Options, if at all, prior to their expiration.

9.	Exercise of Options

9.1	Subject to the provisions of the Plan and any Approved Agreement, the Company’s Insider Trading Policy and any Black-Out Periods, an Option may be exercised in whole or in part in such manner as the Compensation Committee may permit from time to time. Any request to exercise an Option must be accompanied by the appropriate form of payment (to be determined by the Company) for the aggregate Option Price for the Shares to be purchased.

10.	Adjustment on Alteration of Share Capital; Change of Control

10.1	In the event of a subdivision, consolidation or reclassification of outstanding Shares or other capital adjustment, or the payment of a stock dividend thereon, the number of Shares reserved or authorized to be reserved under the Plan, the number of Shares issuable on the exercise of an Option and the Option Price therefor shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes.

10.2	If the Company amalgamates, consolidates or combines with or merges with or into another body corporate, whether by way of amalgamation, arrangement or otherwise (the right to do so being hereby expressly reserved), other than in connection with a Change of Control, any Share issuable on the exercise of an Option may, at the discretion of the Board, be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation, combination or merger if the Optionee had exercised his or her Option immediately prior to the effective date of such amalgamation, consolidation, combination or merger and the Option Price shall be adjusted as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes of the Plan.

10.3	In the event of a change in the Company’s currently authorized Shares which is limited to a change in the designation thereof, the shares resulting from any such change shall be deemed to be Shares within the meaning of the Plan.

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10.4	In the event of any other change affecting the Shares, such adjustment, if any, shall be made as may be deemed necessary or equitable by the Board in its sole discretion to properly reflect such event and such adjustment be binding for all purposes of the Plan.

10.5	No adjustment provided in this Section 10 shall require the Company to issue a fractional Share. If, as a result of any adjustment under this Section 10, an Optionee would become entitled to a fractional interest in a Share, such fractional interest shall be rounded down to the nearest full Share and the fractional interest will be disregarded.

10.6	If, at any time when an Option granted under the Plan remains unexercised, an offer (“Take-Over Bid”) to purchase all or substantially all of the Shares of the Company is made by a third party by means of a take-over bid circular, the Company shall use its best efforts to bring such offer to the attention of the Optionee as soon as practicable and the Board may, in a fair and equitable manner, at its option, require the acceleration of the time for the exercise of the Options granted under the Plan and of the time for or waiver of the fulfillment of any conditions or restrictions on such exercise (including without limitation, vesting requirements).

10.7	In order to permit Optionees to participate in a proposed Take-Over Bid that could result in a Change of Control, the Board may make appropriate provisions for the exercise of Options (whether vested or not) conditional upon the Shares resulting therefrom being taken up and paid for under the Take-Over Bid.

10.8	In the event of a Change of Control, except as may be set forth in an Approved Agreement or as otherwise determined by the Board, and notwithstanding anything else in this Plan or any Option Agreement, without the consent of any Optionee, but subject to any required Exchange approval, outstanding Options shall be converted or exchanged into or for, rights or other securities of substantially equivalent value, as determined by the Board in its discretion, in any entity participating in or resulting from a Change of Control; provided that the Board, without the consent of any Optionee, may instead cause (i) the termination of any vested Option in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Option or realization of the Optionee’s rights as of the date of the occurrence of such Change of Control; (ii) the replacement of such Share receivable on the exercise of an Option with other rights or property selected by the Board in its sole discretion; or (iii) any combination of the foregoing.

10.9	Notwithstanding Subsection 10.8 and except as may be set forth in an Approved Agreement or as otherwise determined by the Board, if, as a result of a Change of Control, (i) the Options are not assumed or substituted by a successor entity or (ii) the voting shares of any successor entity resulting from the Change of Control will not be traded on a recognized stock exchange in North America, then subject to any required Exchange approval, all outstanding Options shall vest and become exercisable immediately prior to consummation of such Change of Control or the Board may determine that the Options shall be terminated in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Options as of the date of the occurrence of such Change of Control (and, for the avoidance of doubt, if as of the date of the occurrence of such Change of Control the Board determines in good faith that no amount would have been realized upon the exercise of such Option or realization of the Optionee’s rights, then such Option may be terminated by the Company without payment).

10.10	Notwithstanding Subsections 10.8 and 10.9 and except as may be set forth in an Approved Agreement or as otherwise determined by the Board, if within 12 months following a Change of Control, an Optionee’s employment or engagement is terminated by the Company or a related entity of the Company, as applicable, for any reason other than for Cause or in the case of a Consultant, breach of contract, or by the Optionee for Good Reason, then any outstanding Options that have not yet vested on the Date of Termination shall be deemed to have vested on such date.

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11.	Regulatory Approval

11.1	Notwithstanding any of the provisions contained in the Plan, Option Agreement or any term of the Option, the Company’s obligations hereunder shall be subject to:

	(a)	compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities in Canada and the United States or any other applicable jurisdiction (“Securities Regulators”);

	(b)	compliance with the requirements of the Exchange;

	(c)	compliance with the Company’s Insider Trading Policy; and

	(d)	receipt from the Optionee of such covenants, agreements, representations and undertakings, including as to future dealings in such Shares, as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

11.2	The Company shall in no event be obligated to take any action in order to comply with any laws, regulations, rules, orders or requirements.

11.3	Notwithstanding any provisions in the Plan, Option Agreement or any term of the Option, if any amendment, modification or termination to the provisions hereof or any Option made pursuant hereto are required by any Securities Regulators, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments and thereupon the terms of the Plan, any Options, including any option agreement made pursuant hereto, shall be deemed to be amended accordingly without requiring the consent or agreement of any Optionee or shareholder approval.

12.	Terms and Conditions of Options Granted to U.S. Participants

12.1	This Section 12 applies only to U.S. Participants. In this Section 12, the following words and phrases shall have the following meanings notwithstanding anything to the contrary in the Plan:

	(a)	“Code” means the U.S. Internal Revenue Code of 1986, as amended.

	(b)	“Disability” means, with respect to any U.S. Participant, that such U.S. Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. The preceding definition of the term “Disability” is intended to comply with, and will be interpreted consistently with, sections 22(e)(3) and 422(c)(6) of the Code.

	(c)	“Fair Market Value” means, with respect to any property (including, without limitation, any Share), the fair market value, as of a given date, of such property, determined by such methods or procedures as are established from time to time by the Board. Unless otherwise determined by the Board, the fair market value of a Share as of a given date will be the closing board lot sale price per share of a Share on the Exchange on the Trading Day immediately preceding such date.

	(d)	“Grant Date” means, with respect to any Option, the date on which the Board grants the Option.

	(e)	“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” pursuant to section 422 of the Code.

	(f)	“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

	(g)	“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each corporation (other than the last corporation) in such chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the term “Subsidiary” is intended to comply with, and will be interpreted consistently with, section 424(f) of the Code.

	(h)	“U.S. Employee” means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

	(i)	“U.S. Participant” means an Optionee who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30)(A) and section 7701(b)(1)of the Code and any other Optionee whose compensation under the Plan is subject to tax under the Code.

	(j)	“10% Shareholder” means any person who owns, taking into account the constructive ownership rules set forth in section 424(d) of the Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (or of any Parent or Subsidiary).

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12.2	Notwithstanding any other provision of this Plan to the contrary, the aggregate number of Shares available for Incentive Stock Options shall not exceed 23,691,000 Shares, subject to adjustment pursuant to Article 10 of this Plan and subject to the provisions of sections 422 and 424 of the Code.

12.3	Each Option Agreement with respect to an Option granted to a U.S. Participant shall specify whether the related Option is an Incentive Stock Option or a Nonqualified Stock Option. If no such specification is made in an option agreement, the related Option will be:

	(a)	an Incentive Stock Option if designated in the Option Agreement as an Incentive Stock Option and all of the requirements under the Code that must be satisfied in order for such Option to qualify as an Incentive Stock Option are satisfied; or

	(b)	in all other cases, a Nonqualified Stock Option.

12.4	In addition to the other terms and conditions of this Plan (and notwithstanding any other term or condition of this Plan to the contrary), the following limitations and requirements will apply to an Incentive Stock Option:

	(a)	An Incentive Stock Option may be granted only to a U.S. Employee.

	(b)	The aggregate Fair Market Value of the Shares (determined as of the applicable Grant Date) with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (pursuant to this Plan and all other plans of the Company and of any Parent or Subsidiary) will not exceed one hundred thousand dollars (U.S.$100,000) or any other limitation subsequently set forth in section 422(d) of the Code. To the extent that such limitation is exceeded, the options in excess of such limitation will be treated as Nonqualified Stock Options.

	(c)	The exercise price per Share payable upon exercise of an Incentive Stock Option will be not less than one hundred percent (100%) of the Fair Market Value of a Share on the applicable Grant Date; provided, however, that the exercise price per Share payable upon exercise of an Incentive Stock Option granted to a U.S. Participant who is a 10% Shareholder on the applicable Grant Date will be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the applicable Grant Date. Under no circumstances shall the exercise price of an Option be less than the closing board lot sale price per share of a Share on the Exchange on the Trading Day immediately preceding the Grant Date.

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	(d)	No Incentive Stock Option may be granted more than ten (10) years after the earlier of (i) the date on which the Board adopts the most recent amendment and restatement of the Plan or (ii) the date on which the shareholders of the Company approve such most recent amendment and restatement of the Plan.

	(e)	An Incentive Stock Option will terminate and no longer be exercisable no later than the earlier of the term set by the Board and seven (7) years after the applicable Grant Date, or, for any Option granted to a U.S. Participant who is a 10% Shareholder on the applicable Grant Date, five (5) years after the applicable Grant Date.

	(f)	If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee, then, in order to retain its status as an Incentive Stock Option for U.S. federal tax purposes such Option must be exercised within the time limits set forth below. Failure to exercise such Incentive Stock Options within the following time limits will result in the Option ceasing to be an Incentive Stock Option.

	(i)	If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee due to the death of such U.S. Participant, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of death) by the estate of such U.S. Participant, or by any person to whom such Incentive Stock Option was transferred in accordance with Subsection 6.6, for a period of one (1) year after the date of death (but in no event beyond the term of such Incentive Stock Option).

	(ii)	If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee due to the Disability of such U.S. Participant, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of Disability) by such U.S. Participant for a period of one (1) year after the date of Disability (but in no event beyond the term of such Incentive Stock Option).

	(iii)	If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee for any reason other than the death or Disability of such U.S. Participant or termination for Cause, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of termination) by such U.S. Participant for a period of three (3) months after the date of termination (but in no event beyond the term of such Incentive Stock Option). If an Option ceases to be an Incentive Stock Option by virtue of this paragraph, it will be treated as a Nonqualified Stock Option and the provisions in Subsection 8.1 or 8.2, as applicable, will apply with respect to the period during which the Option may be exercised.

	For purposes of this Paragraph 12.4(f), the employment of a U.S. Participant who has been granted an Incentive Stock Option will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Administrator that does not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Company (or of any Parent or Subsidiary) to another office of the Company (or of any Parent or Subsidiary) or a transfer between the Company and any Parent or Subsidiary.

	For greater certainty, under no circumstances shall the above time limits apply to extend the time limits applicable under Section 9.

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	(g)	An Incentive Stock Option granted to a U.S. Participant may be exercised during such U.S. Participant’s lifetime only by such U.S. Participant.

	(h)	By accepting an Incentive Stock Option, a U.S. Participant agrees to notify the Company in writing immediately after the U.S. Participant makes a “Disqualifying Disposition” of any Shares acquired pursuant to the exercise of such Incentive Stock Option; for this purpose, a “Disqualifying Disposition” is any disposition occurring on or before the later of: (i) the date two (2) years following the Grant Date of such Incentive Stock Option; or (ii) the date one year following the date that such Incentive Stock Option was exercised.

	(i)	An Incentive Stock Option granted to a U.S. Participant may not be transferred, assigned, pledged, hypothecated or otherwise disposed of by such U.S. Participant, except by will or by the laws of descent and distribution.

12.5	In the event that this Plan is not approved by the shareholders of the Company as required by Section 422 of the Code within twelve (12) months before or after the date on which this Plan, as amended and restated, is adopted by the Board, any Incentive Stock Option granted under this Plan will automatically be deemed to be a Nonqualified Stock Option.

12.6	Any adjustment, amendment or termination of outstanding Options granted to U.S. Participants will occur only if such actions are undertaken in accordance with Code Section 409A on a basis consistent with the regulations thereunder.

12.7	Notwithstanding Subsection 6.3 hereof concerning Black-Out Periods or any other provision of the Plan, with respect to Options of U.S. Participants, the period during which the Option may be exercised will not be extended beyond the last day of the Option Period (the Option Period determined without regard to any earlier termination of the Option, if any, as a result of termination of employment before the end of the Option Period) unless otherwise permitted under Section 409A of the Code as determined by the Board.

12.8	All Options and Shares issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act or an exemption from such registration requirements.

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13.	Miscellaneous

13.1	An Optionee entitled to Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or to have rights as, a shareholder of the Company by such exercise, except to the extent Shares are issued therefor and then only from the date such Shares are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued pursuant to the exercise of Options.

13.2	The participation of any Optionee in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Optionee any rights or privileges other than those rights and privileges expressly provided in this Plan. In particular, participation in this Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Company or any related entity of the Company to ensure the continued employment or engagement of such Optionee. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares.

13.3	If the Company or any of its related entities, as applicable, shall be required to withhold any amounts by reason of any federal, provincial, state, local or other laws of any jurisdiction concerning taxes, social security contributions or other source deductions in respect of the issuance or delivery of the Options or Shares to the Optionee, the Company or the related entity may deduct and withhold such amount or amounts from any payment made by the Company or the related entity to such Optionee, whether or not such payment is made pursuant to this Plan. In addition, or as an alternative to such withholding from payments, the Company or any related entity with a withholding obligation as described above may require an Optionee, as a condition of exercise of an Option, to pay to the Company or related entity, as the case may be, an amount not exceeding the total of the withholding obligation of the Company or related entity arising in respect of the issuance or delivery of the Options or Shares to the Optionee, or to reimburse the Company or related entity for such amount. Under no circumstances shall the Company or any related entity be responsible for funding the payment of any tax, social security contributions or other source deductions on behalf of the Optionee or for providing any tax advice to them.

13.4	Notwithstanding any other terms of the Plan, Options may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any compensation recovery or similar policy adopted by the Company or a related entity of the Company, or as set out in an Approved Agreement, or as otherwise required by law or the rules of a stock exchange (if then listed on a stock exchange) and the Optionee will not be entitled to any damages or other compensation in respect of any Options subject to recovery.

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14.	Amendment and Termination

14.1	The Plan was first approved effective as of June 21, 2018, and was amended and restated as of October 23, 2023, and further amended and restated as of April 15, 2025. Any amendments made are effective as of the date amended, subject to shareholder approval where required.

14.2	The Board may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, suspend or terminate the Plan or any Options granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

	(a)	no such amendment, suspension or termination of the Plan or any Option granted hereunder may materially impair any rights of an Optionee or materially increase any obligations of an Optionee under the Plan without the consent of the Optionee, unless the Board determines such adjustment is required or desirable in order to comply with any applicable laws; and

	(b)	any amendment that would cause an Option held by an Optionee subject to U.S. tax in respect of their Option to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the U.S. Internal Revenue Code shall be null and void ab initio.

14.3	Notwithstanding Section 14.2, approval of the holders of the voting shares of the Company shall be required for any amendment, modification or change that:

	(a)	increases the number of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

	(b)	permits non-employee directors to participate in the Plan;

	(c)	increases or removes the limits on Shares issuable or issued to Insiders as set forth in Section 4.4;

	(d)	reduces the Option Price (for this purpose, a cancellation or termination of an Option prior to the expiry date of the Option Period for the purpose of reissuing an Option to the same Optionee with a lower Option Price will be treated as an amendment to reduce the Option Price) except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

	(e)	extends the term of an Option beyond the expiry date of the Option Period (except where the expiry date of the Option Period would have fallen within a Black-Out Period applicable to the Optionee);

	(f)	permits Options to be transferred, other than to a “permitted assign” as such term is defined in NI 45-106 or for normal estate settlement purposes; or

	(g)	removes or reduces the range of amendments which require approval of the holders of voting shares of the Company under this Section 14.3.

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14.4	Without limiting the generality of Section 14.2, but subject to Section 14.3, the Board may, without shareholder approval, at any time or from time to time, amend the Plan or any Option for the purposes of:

	(a)	making any amendments to the general vesting provisions of each Option;

	(b)	making any amendments to the provisions set out in Section 8;

	(c)	making any amendments to add covenants of the Company for the protection of Optionees, provided that the Board shall be of the good faith opinion that such additions will not be materially adverse to the rights or interests of the Optionees;

	(d)	making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, having in mind the best interests of the Optionees it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where an Optionee resides, provided that the Board shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the Optionee; or

	(e)	making such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

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EX-99.2 3 ego_ex992.htm AMENDED AND RESTATED PERFORMANCE SHARE UNIT PLAN ego_ex992.htm

EXHIBIT 99.2

ELDORADO GOLD CORPORATION

AMENDED AND RESTATED PERFORMANCE SHARE UNIT PLAN

1.	Purpose of the Plan

1.1	The purposes of the Plan are to:

	(a)	promote the alignment of interests between Designated Participants and the shareholders of the Company;

	(b)	assist the Company in attracting, retaining and motivating employees and officers of the Company and of its related entities; and

	(c)	provide a compensation system for Designated Participants that is reflective of the responsibility, commitment and risk accompanying their management role over the medium term.

2.	Definitions

2.1	For the purposes of the Plan, the following terms have the respective meanings set forth below:

	(a)	“Approved Agreement” means (i) a PSU Agreement, (ii) an employment agreement, or (iii) another written agreement between the Company or a related entity of the Company and the Designated Participant which has been approved by an Executive Officer of the Company (or where the Designated Participant is an Executive Officer of the Company, approved by the Board);

	(b)	“Black-Out Period” means that period during which a trading black-out period is imposed by the Company to restrict trades in the Company’s securities by a Designated Participant;

	(c)	“Board” means the board of directors of the Company;

	(d)	“Cause” means, with respect to a particular Designated Participant:

	(i)	“cause” or “serious reason” as such term is defined in an Approved Agreement (provided that if such term is defined in both a PSU Agreement and another Approved Agreement, the definition in the PSU Agreement will govern); or

	(ii)	in the event that (i) does not apply, then “Cause” means any circumstance where an employer can terminate an individual’s employment without any notice or payment whatsoever;

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(e)

“Change of Control” means:

	(i)	an acquisition of 40% or more of the voting rights attached to all outstanding voting shares of the Company by a person or combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, or by virtue of a related series of such events, and whether by transfer of existing shares or by issuance of shares from treasury or both; or

	(ii)	the amalgamation, consolidation or combination of the Company with, or merger of the Company into, any other person, whether by way of amalgamation, arrangement or otherwise, unless (A) the Company is the surviving person or the person formed by such amalgamation, consolidation or combination, or into which the Company has merged, is a corporation and (B) immediately after giving effect to such transaction at least 60% of the voting rights attached to all outstanding voting shares of the Company or the corporation resulting from such amalgamation, consolidation or combination, or into which the Company is merged, as the case may be are owned by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such transaction; or

	(iii)	the direct or indirect transfer, conveyance, sale, lease or other disposition, by virtue of a single event or a related series of such events, of 90% or more of the assets of the Company based on gross fair market value to any person unless (A) such disposition is to a corporation and (B) immediately after giving effect to such disposition, at least 60% of the voting rights attached to all outstanding voting shares of such corporation are owned by the Company or its related entities or by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such disposition; or

	(iv)	at least 50% of the directors constituting the Board cease to be directors as a result of, in connection with, or pursuant to a contract relating to (A) a Change of Control as defined in paragraphs (i), (ii) or (iii), or (B) an actual or threatened contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies by or on behalf of a person or persons (other than a solicitation that was approved by directors constituting a majority of the Board);

	(f)	“Company” means Eldorado Gold Corporation;

	(g)	“Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board;

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(h)

“Date of Termination” means, for purposes of the Plan:

(i)

in the case of a Designated Participant whose employment with the Company or a related entity of the Company terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Designated Participant or the Company or the related entity of the Company that initiates the termination), the later of:

	(A)	if and only to the extent required to comply with the minimum standards of ESL, the last day of any minimum statutory notice period applicable to the Designated Participant pursuant to the ESL, if any; or

	(B)	the date that is designated by the Company or the related entity of the Company as the last day of the Designated Participant’s employment with the Company or such related entity, as applicable, provided that in the event the Designated Participant resigns, such date shall not be earlier than the date notice of resignation was given;

	and, in the case of either (A) or (B), without regard to any applicable period of reasonable notice or contractual notice to which the Designated Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Designated Participant actually and actively provides services to the Company or the related entity of the Company as specified in the notice of termination provided by the Designated Participant or the Company or such related entity, as the case may be; or

(ii)

if the Designated Participant’s death occurs prior to the date determined pursuant to (i) above, the date of the Designated Participant’s death;

	(i)	“Designated Participant” means an Employee to whom an award of PSUs has been granted;

	(j)	“Disability” means, with respect to a particular Designated Participant:

	(i)	“disability” as such term is defined in an Approved Agreement (provided that if such term is defined in both a PSU Agreement and another Approved Agreement, the definition in the PSU Agreement will govern); or

	(ii)	in the event that (i) does not apply, then “Disability” means a physical or mental incapacity of a nature which the Chief Executive Officer of the Company determines prevents or would prevent the Designated Participant from satisfactorily performing the substantial and material duties of his or her position with the Company or the related entity of the Company, as the case may be;

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	(k)	“Eligible Retirement” means a retirement of a Designated Participant which meets the eligibility requirements to participate in the program contemplated in the Retirement Policy;

	(l)	“Employee” means an employee or officer of the Company or a related entity of the Company;

	(m)	“ESL” means the employment standards legislation, as amended or replaced, applicable to a Designated Participant;

	(n)	“Exchange” means, if the Shares are listed on the TSX, the TSX and, if the Shares are not listed on the TSX, any other principal exchange upon which the Shares are listed;

	(o)	“Executive Officer” means an executive officer of the Company appointed as such by a resolution of the Board;

	(p)	“Good Reason” means, with respect to a particular Designated Participant:

	(i)	“good reason” as such term is defined in the Designated Participant’s Approved Agreement (provided that if such term is defined in both a PSU Agreement and another Approved Agreement, the definition in the PSU Agreement will govern); or

	(ii)	in the event that (i) does not apply, then “Good Reason” means the occurrence of one or more of the following circumstances without the Designated Participant’s prior written consent, which circumstances are not remedied by the Company or a related entity of the Company within 30 days of the applicable entity’s receipt of a written notice from the Designated Participant describing the applicable circumstances (which notice must be provided by the Designated Participant within 30 days of the Designated Participant’s knowledge of the applicable circumstances): (A) a material adverse change to the Designated Participant’s duties, responsibilities or authority compared to the Designated Participant’s duties, responsibilities or authority immediately prior to the Change of Control (unless, in each case, clearly consistent with a promotion); (B) a material reduction in the Designated Participant’s base salary or annual bonus opportunity as was in place immediately prior to the Change of Control; or (C) the Company or a related entity of the Company relocating the principal place at which the Designated Participant performs their duties for the Company or a related entity of the Company to any place more than 50 kilometers from such location immediately prior to the Change of Control;

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	(q)	“Grant Date” has the meaning ascribed to that term in Subsection 5.1 hereof;

	(r)	“Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements and Exemptions;

	(s)	“Market Value” of a Share means, on any given date, the closing price per share of the Shares on the Exchange on the Trading Day immediately preceding the relevant date;

	(t)	“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions;

	(u)	“Performance Period” means a period as specified by the Board in accordance with Subsection 5.1 after the expiration of which, unless as otherwise provided herein, and subject to the terms herein, a Designated Participant may be or becomes entitled to receive Shares issuable and/or an amount payable on account of the redemption of Performance Share Units;

	(v)	“Performance Share Unit Account” has the meaning ascribed thereto in Subsection 6.1;

	(w)	“Performance Share Units” or “PSUs” means a bookkeeping entry, denominated in Shares (on a one for one basis, unless otherwise provided for in the PSU Agreement), credited to the Performance Share Unit Account of a Designated Participant in accordance with the provisions hereof;

	(x)	“Plan” means this Performance Share Unit Plan of the Company as set forth herein as the same may be amended and/or restated from time to time;

	(y)	“PSU Agreement” has the meaning ascribed thereto in Subsection 5.3;

	(z)	“Redemption Date” means, subject to Subsection 11.1, in respect of a Vested PSU of a Designated Participant who is not a U.S. Designated Participant, the first day following the expiry of the Performance Period applicable to the PSU, provided that “Redemption Date” for such a Designated Participant under the Retirement Policy shall be the applicable date of payment of a Vested PSU in accordance with the terms of the Retirement Policy. “Redemption Date” in respect of a Vested PSU of a U.S. Designated Participant is determined in accordance with Schedule A;

	(aa)	“related entity” has the meaning ascribed to that term in Section 2.22 of NI 45-106;

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	(bb)	“Retirement Policy” means the Company’s retirement policy dated August 2023, as may be amended from time to time;

	(cc)	“Securities Regulators” has the meaning ascribed thereto in Subsection 10.1;

	(dd)	“security based compensation arrangement” has the meaning given to that term in the TSX Company Manual;

	(ee)	“Share” means, subject to Section 9 hereof, a common share without nominal or par value in the capital of the Company;

	(ff)	“Take-Over Bid” has the meaning ascribed to the term in Subsection 9.6 hereof;

	(gg)	“Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in British Columbia;

	(hh)	“TSX” means the Toronto Stock Exchange;

	(ii)	“U.S. Designated Participant” means any Designated Participant subject to tax under the United States Internal Revenue Code of 1986, as amended, in respect of compensation from the Company or its related entity;

	(jj)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

	(kk)	“Vested PSU” has the meaning ascribed to that term in Subsection 7.1.

2.2	Unless otherwise indicated, all dollar amounts referred to in this Plan are in Canadian funds.

2.3	As used in this Plan,

	(a)	unless the context otherwise requires, words importing the masculine gender shall include the feminine and neuter genders and words importing the singular shall include the plural and vice versa;

	(b)	unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”, “hereunder” or other similar terms refer to the Plan as a whole, together with the schedules, and references to a Section, Subsection, paragraph or Schedule by number or letter or both refer to the Section, Subsection, paragraph or Schedule, respectively, bearing that designation in the Plan; and

	(c)	the term “include” (or words of similar import) is not limiting whether or not non- limiting language (such as “without limitation” or words of similar import) is used with reference thereto.

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3.	Administration of the Plan

3.1	The Plan shall be administered by the Compensation Committee.

3.2	The Compensation Committee shall, periodically, make recommendations to the Board as to the grant of PSUs.

3.3	In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant PSUs, to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

3.4	he Board may delegate any or all of its authority, rights, powers and discretion with respect to the Plan to the Compensation Committee. Upon any such delegation the Compensation Committee as well as the Board, shall be entitled to exercise any or all such authority, rights, power and discretion with respect to the Plan and when used in the context of this Plan “Board” shall be deemed to include the Compensation Committee.

3.5	The Board may authorize one or more officers of the Company to execute and deliver and to receive documents on behalf of the Company.

4.	Shares Subject to the Plan

4.1	The maximum number of Shares which may be issued from treasury under the Plan from and after June 3, 2025 shall not exceed 4,436,000 Shares, subject to adjustment as provided in Section 9.

4.2	In no event shall PSUs be granted entitling any one Designated Participant to receive in excess of one half of one percent (0.5%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date of the PSUs.

4.3	Notwithstanding anything in this Plan to the contrary:

	(a)	the maximum number of Shares issuable from treasury pursuant to the redemptions of PSUs granted under the Plan to Insiders, together with the number of Shares issuable to Insiders under any other security based compensation arrangements, shall not exceed 9% of the Shares issued and outstanding on a non-diluted basis at the Grant Date of the PSUs; and

	(b)	within any one-year period, the maximum number of Shares issued pursuant to the redemption of PSUs granted under the Plan to Insiders, together with the number of Shares issued to Insiders pursuant to any other security based compensation arrangements, shall not exceed 9% of the Shares issued and outstanding on a non-diluted basis.

	Any entitlement to acquire Shares granted pursuant to the Plan or otherwise prior to the Designated Participant becoming an Insider shall be excluded for the purpose of the limits set out above. The acquisition of Shares by the Company for cancellation shall not constitute non-compliance with the limits set out above for any PSUs outstanding prior to such purchase for cancellation.

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4.4	Shares reserved from treasury in respect of which PSUs have been cancelled or otherwise terminated for any reason (other than the redemption of the PSUs) shall be available for subsequent grants of PSUs under the Plan.

4.5	The Company shall not be required to deliver fractional Shares on account of the redemption of PSUs. If any fractional interest in a Share would, except for this provision, be deliverable on account of the redemption of PSUs, such fractional interest shall be rounded down to the next whole Share and the fractional interest will be disregarded.

5.	Grants of PSUs

5.1	Subject to the provisions of the Plan, the Board shall have the right to grant, in its sole discretion and from time to time, to any Designated Participants PSUs as a discretionary grant with such terms and conditions as the Board may determine. The Board shall also determine, in its sole discretion, in connection with each grant of PSUs:

	(a)	the date on which such PSUs are to be granted (the “Grant Date”);

	(b)	the number of PSUs to be granted;

	(c)	the terms under which a PSU shall vest;

	(d)	the Performance Period, provided that the relevant service year for a grant of PSUs shall be the year of grant and the Performance Period shall not exceed that period commencing on January 1 coincident with or immediately preceding the grant and ending on November 30 of the third year following the calendar year in which such PSUs were granted; and

	(e)	any other terms and conditions (which need not be identical and which, without limitation, may include non-competition provisions) of all PSUs covered by any grant.

5.2	If the PSUs are inadvertently granted during a Black-Out Period or on the first Trading Day following the end of the Black-Out Period, then the Grant Date shall be deemed to be the second Trading Day following the end of the Black-Out Period.

5.3	Upon the grant of a PSU, the Designated Participant and the Company shall enter into a PSU agreement, in such form as may be approved by the Board from time to time (the “PSU Agreement”), which agreement shall be subject to the terms and conditions of the Plan and set out the name of the Designated Participant, the number of PSUs, the Performance Period, the vesting terms, the Grant Date, and such other terms and conditions as the Board may deem appropriate.

5.4	A PSU is personal to the Designated Participant and is non-assignable and non-transferable other than by will or by the laws governing the devolution of property in the event of death of the Designated Participant.

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6.	Accounts

6.1	An account, to be known as a “Performance Share Unit Account”, shall be maintained by the Company for each Designated Participant and shall be notionally credited with such number of PSUs as are granted to or otherwise credited to a Designated Participant from time to time. Each Designated Participant’s Performance Share Unit Account shall indicate the number of PSUs which have been notionally credited to such account from time to time in accordance with the terms hereunder together with the Performance Period and vesting terms in accordance with the terms herein.

6.2	Whenever cash dividends are paid on the Shares, additional Performance Share Units will be credited to the Designated Participant’s Performance Share Unit Account in accordance with this Subsection 6.2. The number of such additional PSUs will be calculated by dividing the total cash dividends that would have been paid to such Designated Participant if the PSUs recorded in the Designated Participant’s Performance Share Unit Account as at the record date for the dividend had been Shares by the Market Value on the Trading Day immediately after the record date, rounded down to the next whole number of Performance Share Units. No fractional Performance Share Units will thereby be created. If such Trading Day is during a Black-Out Period, then said day shall be the second Trading Day following the end of the Black-Out Period.

6.3	PSUs that have not vested in accordance with the Plan within the relevant Performance Period, have not otherwise met the requirements for redemption, or that are redeemed in accordance with the Plan, shall be cancelled and a notation to such effect shall be recorded in the Designated Participant’s Performance Share Unit Account and the Designated Participant will have no further right, title or interest in such PSUs and, for greater certainty, in any related Share or other right, except for Vested PSUs that have been redeemed but the payment has not been paid to the Designated Participant, in which case the Designated Participant will have the right to receive the payment applicable to the redeemed Vested PSU less any amounts that may be withheld or deducted hereunder.

7.	Vesting, Redemption and Payment of Performance Share Units

7.1	Unless otherwise specified by the Board, subject to the remaining provisions of this Section 7, PSUs granted to a Designated Participant (including any additional PSUs credited to Designated Participants pursuant to Subsection 6.2) shall vest on the achievement of performance vesting targets as determined by the Board in its sole discretion and in each case as set out in the Designated Participant’s PSU Agreement. Subject to Section 8, and Schedule A with respect to U.S. Designated Participants, Vested PSUs may not be redeemed until the Redemption Date applicable to such Vested PSU. Except where the context requires otherwise, each PSU which is vested pursuant to this Section 7 shall be referred to herein as a “Vested PSU”.

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7.2

Subject to Section 8 and Subsection 11.1, all Vested PSUs shall be redeemed by the Company on the Redemption Date of the Vested PSU and, subject to any withholding requirements and Section 8, each Designated Participant shall receive, with respect to such Vested PSUs, at the election of the Board in its sole discretion:

	(a)	a cash payment equal to the Market Value on the Redemption Date, multiplied by the number of Vested PSUs; or

	(b)	such number of Shares as are equal to the number of such Vested PSUs, rounded down to the next whole number; or

	(c)	any combination of the foregoing, such that the cash payment plus such number of Shares, have a combined value equal to the Market Value on the Redemption Date, multiplied by the number of Vested PSUs;

	in each case as soon as practicable following the Redemption Date, and in any event, for non-U.S. Designated Participants, no later than December 31 of the third calendar year following the calendar year in which the PSUs were granted, and for U.S. Designated Participants, no later than 30 days following the Redemption Date.

8.	Termination of Employment

8.1	If a Designated Participant’s employment with the Company or a related entity of the Company terminates, either due to resignation by the Designated Participant or due to termination by the Company or a related entity (whether such termination is lawful or lawful, with or without Cause), then unless otherwise determined by the Board, all outstanding PSUs of the Designated Participant, whether or not vested, and any and all rights (including rights to a payment (cash or Shares)) with respect to such outstanding PSUs shall be forfeited and cancelled effective as of the Date of Termination and the Designated Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation.

8.2	Notwithstanding Subsection 8.1, if a Designated Participant’s employment with the Company or a related entity of the Company terminates prior to the expiry of the Performance Period as a result of Disability or the Designated Participant’s death, then unless otherwise determined by the Board, all of the Designated Participant’s outstanding PSUs will vest based on actual performance as of the Designated Participant’s Date of Termination, provided that if actual performance cannot be determined then such number of PSUs will vest as may be determined by the Board, and the Designated Participant or the Designated Participant’s estate, as applicable, will be entitled to payment in respect of all Vested PSUs outstanding under the Designated Participant’s Performance Share Unit Account as of such date. For purposes of this Subsection 8.2, the Redemption Date will be the Date of Termination. Any PSUs that do not vest in accordance with this Subsection 8.2 will be forfeited and cancelled as of the Date of Termination and the Designated Participant or the Designated Participant’s estate, as applicable, will not be entitled to any compensation or damages in respect of such forfeiture and cancellation.

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8.3	Notwithstanding Subsection 8.1, if a Designated Participant’s employment with the Company or a related entity of the Company terminates prior to the expiry of the Performance Period as a result of an Eligible Retirement, then unless otherwise determined by the Board, the treatment of such Designated Participant’s PSUs will be subject to the terms of the Retirement Policy as in effect as of the Designated Participant’s Date of Termination.

8.4	Notwithstanding anything to the contrary in this Section 8, unless the Board, in its discretion, otherwise determines, at any time and from time to time, PSUs are not affected by a change of employment within or among the Company or a related entity of the Company for so long as the Designated Participant continues to be an Employee.

8.5	A Designated Participant’s eligibility to be granted a PSU under the Plan ceases as of the Date of Termination. Except if and as required to comply with applicable minimum requirements contained in ESL, no Designated Participant is eligible for continued vesting of any PSU during any period in which the Designated Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and no Designated Participant shall be entitled to any damages or other compensation in respect of any PSU that does not vest or is not awarded due to termination of the Designated Participant’s employment as of the Date of Termination. The Plan displaces any and all common law and civil law rights the Designated Participant may have or claim to have in respect of any PSUs, including any right to damages. The foregoing shall apply, regardless of: (i) the length of the Designated Participant’s employment; (ii) the reason for the termination of the Designated Participant’s employment; (iii) whether such termination is lawful or unlawful, with or without Cause; (iv) whether it is the Designated Participant or the Company or a related entity of the Company that initiates the termination; and (v) any fundamental changes, over time, to the terms and conditions applicable to the Designated Participant’s employment.

8.6	It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL. The Company and its related entities, as applicable, will comply with all applicable minimum requirements contained in ESL. Accordingly, to the extent that any applicable ESL minimum requirements apply, the Plan shall: (i) not be interpreted as in any way waiving or contracting out of ESL; and (ii) be interpreted to achieve compliance with ESL. If ESL requires the Company or a related entity of the Company to provide the Designated Participant with a superior right or entitlement upon termination of the Designated Participant’s employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, then the Company or the related entity of the Company, as applicable, shall provide the Designated Participant with the Designated Participant’s minimum Statutory Entitlements in substitution for the Designated Participant’s rights under the Plan. There shall be no presumption of strict interpretation against the Company or any related entity of the Company. Any discretion exercisable in respect of the Plan will be exercised in a manner that complies any applicable minimum requirements of ESL.

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9.	Adjustment on Alteration of Share Capital; Change of Control

9.1	In the event of a subdivision, consolidation or reclassification of outstanding Shares or other capital adjustment, or the payment of a stock dividend thereon, the number of Shares underlying a grant of PSUs shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustments shall be binding for all purposes.

9.2	If the Company amalgamates, consolidates or combines with or merges with or into another body corporate, whether by way of amalgamation, arrangement or otherwise (the right to do so being hereby expressly reserved), other than in connection with a Change of Control, then the obligation to deliver a Share or cash payment pursuant to the redemption of a PSU under Subsection 7.2 may, at the discretion of the Board, be satisfied by the delivery of the securities, property and/or cash which the Designated Participant would have received upon such amalgamation, consolidation, combination or merger if the Designated Participant’s PSU was redeemed immediately prior to the effective date of such amalgamation, consolidation, combination or merger.

9.3	In the event of a change to the Company’s currently authorized Shares which is limited to a change in the designation thereof, the shares resulting from any such change shall be deemed to be Shares within the meaning of the Plan.

9.4	In the event of any other change affecting the Shares, then if deemed necessary or equitable by the Board in its sole discretion to properly reflect such change, an adjustment may be made which shall be binding for all purposes of the Plan.

9.5	No adjustment provided in this Section 9 shall require the Company to deliver a fractional Share or cash payment in lieu thereof. If, as a result of any adjustment under this Section 9, a Designated Participant would become entitled to a fractional interest in a Share, such fractional interest shall be rounded down to the next whole Share and the fractional interest will be disregarded.

9.6	If, at any time when a PSU granted under the Plan has not been redeemed, an offer (“Take- Over Bid”) to purchase all or substantially all of the Shares of the Company is made by a third party by means of a take-over bid circular, the Company shall use its best efforts to bring such offer to the attention of the Designated Participant as soon as practicable and the Board may, in a fair and equitable manner, in its sole discretion, require the acceleration of the time for the vesting or redemption of the PSU granted under the Plan and of the time for or waiver of the fulfillment of any conditions or restrictions on such redemption (including without limitation, vesting requirements).

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9.7	In order to permit Designated Participants to participate in a proposed Take-Over Bid that could result in a Change of Control, the Board may in its sole discretion make appropriate provisions for the redemption of PSUs (whether vested or not) conditional upon the Shares resulting therefrom being taken up and paid for under the Take-Over Bid.

9.8	In the event of a Change of Control, except as may be set forth in an Approved Agreement or as otherwise determined by the Board, and notwithstanding anything else in this Plan or any PSU Agreement, without the consent of any Designated Participant, but subject to any required Exchange approval, outstanding PSUs shall be converted or exchanged into or for, rights or other securities of substantially equivalent value, as determined by the Board in its discretion, in any entity participating in or resulting from the Change of Control; provided that the Board without the consent of any Designated Participant may instead cause (i) the termination of any vested PSUs in exchange for an amount of cash and/or property, if any, equal in value to the amount that the Designated Participant would have received if the Designated Participant’s PSUs were redeemed immediately prior to the effective date of such Change of Control assuming a target level of achievement; (ii) the replacement of such Shares or cash receivable upon the redemption of such PSUs with other rights or property selected by the Board in its sole discretion; or (iii) any combination of the foregoing.

9.9	Notwithstanding Subsection 9.8 and except as may be set forth in an Approved Agreement or as otherwise determined by the Board, if, as a result of a Change of Control, (i) the PSUs are not assumed or substituted by a successor entity or (ii) the voting shares of any successor entity resulting from the Change of Control will not be traded on a recognized stock exchange in North America, then subject to any required Exchange approval, all outstanding PSUs shall vest and be redeemed immediately prior to consummation of such Change of Control for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the redemption of such PSUs as of the date of the occurrence of such Change of Control assuming a target level of achievement.

9.10	Notwithstanding Subsections 9.8 and 9.9, and except as may be set forth in an Approved Agreement or as otherwise determined by the Board, if within 12 months following a Change of Control, a Designated Participant’s employment is terminated by the Company or a related entity of the Company, as applicable, for any reason other than for Cause, or by the Designated Participant for Good Reason, then any outstanding PSUs that have not yet vested on the Date of Termination shall be deemed to have vested and be redeemed on such date, assuming a target level of achievement.

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10.	Regulatory Approval

10.1	Notwithstanding any of the provisions contained in the Plan, PSU Agreement or any term of a PSU, the Company’s obligations hereunder shall be subject to:

	(a)	compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities in Canada or the United States or any other applicable jurisdiction (“Securities Regulators”);

	(b)	compliance with the requirements of the Exchange;

	(c)	compliance with the Company’s Insider Trading Policy; and

	(d)	receipt from the Designated Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such PSUs, as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

	If the Board determines that compliance with all applicable laws, regulations, rules, orders referenced above (including a consideration of tax law implications) require changes to the terms of a PSU, such change shall be determined in good faith by the Board in its sole discretion.

10.2	Notwithstanding any provisions in the Plan, PSU Agreement or any term of a PSU, if any amendment, modification or termination to the provisions hereof or any PSU made pursuant hereto are required by any Securities Regulator, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments as determined appropriate and in good faith by the Board (including consideration of tax law implications) and thereupon the terms of the Plan, the Designated Participant’s PSU Agreement and any PSUs, shall be deemed to be amended accordingly without requiring the consent or agreement of any Designated Participant or holder of a PSU.

11.	Miscellaneous

11.1	If a Redemption Date occurs during, or within two Trading Days after, a Black-Out Period imposed by the Company, then, notwithstanding any other provision of the Plan, the Redemption Date shall be and the relevant PSU shall be redeemed two Trading Days after the Black-Out Period is lifted by the Company.

11.2	The participation of any Designated Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Designated Participant any rights or privileges other than those rights and privileges expressly provided in this Plan. In particular, participation in this Plan does not constitute a condition of employment nor a commitment on the part of the Company or any related entity of the Company to ensure the continued employment of such Designated Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares.

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11.3	PSUs are not Shares and the grant of PSUs does not entitle a Designated Participant to any rights as a shareholder of the Company nor to any rights to the Shares or any securities of the Company, except to the extent Shares are issued therefor and then only from the date such Shares are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued pursuant to the redemption of PSUs.

11.4	If the Company or any of its related entities shall be required to withhold any amounts by reason of any federal, provincial, state, local or other laws of any jurisdiction concerning taxes, social security contributions or other source deductions in connection with the grants, redemption or other payments hereunder the Company the related entity may deduct and withhold such amount or amounts from any payment made by the Company or the related entity to a Designated Participant, whether or not such payment is made pursuant to this Plan. In addition, or as an alternative to such withholding from payments, the Company or any related entity of the Company having a withholding obligation as described above may require a Designated Participant, as a condition of the grant or redemption of a PSU, to pay to the Company or related entity an amount not exceeding the total of the withholding obligation of the Company or related entity arising in respect of the issuance or delivery of Shares or cash payment to the Designated Participant hereunder, or to reimburse the Company or the related entity for such amount. Under no circumstances shall the Company, or any related entity be responsible for funding the payment of any tax or amount on account of social security or other source deductions on behalf of any Designated Participant or for providing any tax advice to any Designated Participant.

11.5	Notwithstanding any other terms of the Plan, PSUs may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any compensation recovery or similar policy adopted by the Company or a related entity of the Company, or as set out in an Approved Agreement, or as otherwise required by law or the rules of a stock exchange (if then listed on a stock exchange) and the Designated Participant will not be entitled to any damages or other compensation in respect of any PSUs subject to recovery.

11.6	All PSUs and Shares issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act or an exemption from such registration requirements. In addition to the other terms and conditions of this Plan (and notwithstanding any other terms or conditions of the Plan to the contrary), special requirements for U.S. Designated Participants are set out in Schedule A.

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12.	Effective Date, Amendment and Termination

12.1	The Plan was first approved effective as of May 1, 2014, and was amended and restated as of June 10, 2021, and further amended and restated as of October 23, 2023 and April 15, 2025. Any amendments made are effective as of the date amended, subject to shareholder approval where required.

12.2	The Board may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, suspend or terminate the Plan or any PSUs granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

	(a)	no such amendment, suspension or termination of the Plan or any PSUs granted hereunder may materially impair any rights of a Designated Participant or materially increase any obligations of a Designated Participant under the Plan without the consent of the Designated Participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable laws; and

	(b)	any amendment that would cause a PSU held by a Designated Participant subject to U.S. tax in respect of their PSU to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the U.S. Internal Revenue Code shall be null and void ab initio.

12.3	Notwithstanding Section 12.2, approval of the holders of the voting shares of the Company shall be required for any amendment, modification or change that:

	(a)	increases the number of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

	(b)	permits non-employee directors to participate in the Plan;

	(c)	increases or removes the limits on Shares issuable or issued to Insiders as set forth in Section 4.3;

	(d)	permits PSUs to be transferred, other than to a “permitted assign” as such term is defined in NI 45-106 or for normal estate settlement purposes; or

	(e)	removes or reduces the range of amendments which require approval of the holders of voting shares of the Company under this Section 12.3.

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12.4	Without limiting the generality of Section 12.2, but subject to Section 12.3, the Board may, without shareholder approval, at any time or from time to time, amend the Plan or any PSU for the purposes of:

	(a)	making any amendments to the general vesting provisions of each PSU;

	(b)	making any amendments to the provisions set out in Section 8;

	(c)	making any amendments to add covenants of the Company for the protection of Designated Participants, provided that the Board shall be of the good faith opinion that such additions will not be materially adverse to the rights or interests of the Designated Participants;

	(d)	making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, having in mind the best interests of the Designated Participants it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Designated Participant resides, provided that the Board shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the Designated Participant; or

	(e)	making such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

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Performance Share Unit Plan of Eldorado Gold Corporation

SCHEDULE A

Additional Terms for U.S. Designated Participants

1.	It is intended that PSUs of U.S. Designated Participants shall be exempt from Section 409A of the U.S. Internal Revenue Code (“Section 409A”) pursuant to Treasury Regulations Section 1.409A-1(b)(4) (the “short term deferral exception”), and the provisions of the PSU Agreement and the Plan shall be construed and administered accordingly. For greater certainty, for purposes of PSUs held by U.S. Designated Participants, if the Board exercises discretion to waive all applicable vesting conditions, including continued service and performance conditions that otherwise would apply to PSUs such that the PSUs are no longer subject to a substantial risk of forfeiture (within the meaning of applicable United States tax laws and regulations), the Redemption Date for such PSUs shall be the date that the Board waives all such vesting conditions or deems them satisfied. Notwithstanding Section 11.1 or any other provision of the Plan, settlement of PSUs will not be delayed beyond March 15th of the year following the year in which all vesting conditions have been satisfied or waived.

2.	A U.S. Designated Participant who meets the eligibility requirements in order to be eligible to participate in the program contemplated in the Retirement Policy is referred to herein as “Retirement Eligible U.S. Designated Participant”. If, at any time prior to the end of the Performance Period, PSUs of a Retirement Eligible U.S. Designated Participant are not subject to, or are no longer subject to, performance vesting conditions or other vesting conditions that constitute a substantial risk of forfeiture, then the Redemption Date shall be the date on which such PSUs are not, or are no longer, subject to performance vesting conditions or other vesting conditions that constitute a substantial risk of forfeiture. For greater clarity, continued service vesting conditions otherwise applicable to PSUs of a Retirement Eligible U.S. Designated Participant do not constitute a substantial risk of forfeiture, because the individual can retire without any obligation to continue to provide services through the designated vesting date and without forfeiting PSUs. However, if the PSUs continue to be subject to performance vesting conditions (i.e. such conditions have not been satisfied or waived), the performance vesting conditions may constitute a substantial risk of forfeiture.

3.	Any adjustments or amendments to outstanding PSUs of U.S. Designated Participants pursuant to Article 9, Article 12 or any other provision of the Plan will be undertaken in a manner that will not result in adverse tax consequences under Section 409A.

4.	Although it is intended that PSUs will be exempt from Section 409A under the short-term deferral exception, if and to the extent that any PSU of U.S. Designated Participants is subject to Section 409A, the following provisions will apply:

(a)

Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of a U.S. Participant may not be reduced by, or offset against, any amount owing by the U.S. Participant to the Company or any of its affiliates.

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	(b)	If a U.S. Designated Participant becomes entitled to receive payment in respect of any PSUs that are not exempt from Section 409A under the short-term deferral exception as a result of his or her termination of employment, termination or similar language shall mean “separation from service” (within the meaning of Section 409A), and if the U.S. Designated Participant is a “specified employee” (within the meaning of Section 409A) at the time of his or her separation from service, any such payment that would otherwise be payable during the six-month period following such separation from service will be delayed until the first day of the seventh month following such separation from service to the extent required to avoid adverse taxation or penalties under Section 409A. If a U.S Designated Participant becomes entitled to payment in respect of any PSUs as a result of a change in control, such payment will occur if and when such change in control constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A).

	(c)	Although the Company intends that PSUs will be exempt from Section 409A, or will comply with Section 409A, the Company makes no assurances that the PSUs will be exempt from Section 409A or will comply with it. Each U.S. Designated Participant, any beneficiary or the U.S. Designated Participant’s estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Designated Participant in connection with this Plan (including any taxes and penalties under Section 409A), and neither the Company, nor any affiliate nor the employees of either shall have any obligation to indemnify or otherwise hold such U.S. Designated Participant or beneficiary or the U.S. Designated Participant’s estate harmless from any or all of such taxes or penalties.

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