Form 8-K
8-K — PERPETUA RESOURCES CORP.
Accession: 0001104659-26-072399
Filed: 2026-06-10
Period: 2026-06-04
CIK: 0001526243
SIC: 1040 (GOLD & SILVER ORES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2617039d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2617039d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2617039d1_ex10-2.htm)
EX-10.3 — EXHIBIT 10.3 (tm2617039d1_ex10-3.htm)
EX-10.4 — EXHIBIT 10.4 (tm2617039d1_ex10-4.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
June 4, 2026
Perpetua Resources Corp.
(Exact name of registrant as specified in its charter)
British Columbia
001-39918
98-1040943
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
405 S. 8th Street, Ste. 201
Boise, Idaho
83702
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone
number, including area code: (208) 901-3060
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Shares, without par value
PPTA
Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07
Submission of Matters to a Vote of Security Holders.
Perpetua Resources Corp. (the
“Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) on June 4,
2026. As of April 8, 2026, the record date for the Annual Meeting (the “Record Date”), 125,093,670 common shares of
the Company (the “Common Shares”) were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares
were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final
voting results for each such matter are set forth below.
1.
The proposal to fix the number of directors of the Company at nine (9) was approved by the shareholders, with votes as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-
VOTES
100,255,700
131,387
136,395
---
2.
Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows:
NOMINEE
FOR
AGAINST
ABSTAIN
BROKER NON-
VOTES
Marcelo Kim
72,595,988
11,838,253
135,148
15,954,093
Christopher J. Robison
82,656,825
1,790,661
121,876
15,954,093
Alexander Sternhell
84,171,419
323,624
74,346
15,954,093
Robert Dean
83,609,269
890,130
69,990
15,954,093
Andrew Cole
84,259,071
244,388
65,930
15,954,093
Richie Haddock
83,611,367
885,049
72,973
15,954,093
Laura Dove
83,776,106
710,090
83,193
15,954,093
Jeffrey Malmen
84,286,363
218,245
64,781
15,954,093
Jonathan Cherry
84,410,663
93,973
64,753
15,954,093
3.
The proposal to approve the Company’s 2026 Equity Incentive Plan was approved by the shareholders, with votes as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-
VOTES
83,668,621
618,967
281,801
15,954,093
4.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at a remuneration to be set by the directors was ratified by the shareholders, with votes as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-
VOTES
100,360,405
50,484
112,593
---
No other matters were submitted for shareholder action at the Annual
Meeting.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported above, at the
Annual Meeting, the Company’s shareholders approved the Company’s 2026 Equity Incentive Plan, which amends and restates the
Company’s existing Omnibus Equity Incentive Plan. The 2026 Equity Incentive Plan does not increase the number of shares of the Company’s
common stock reserved for issuance, and the share reserve remains 8,280,530 shares. The plan became effective on June 4, 2026 and will
terminate on June 4, 2036, unless earlier terminated by the Company’s board of directors (the “Board”) or extended
with shareholder approval.
In connection with the adoption
of the 2026 Equity Incentive Plan, the Board approved a new form of award agreement for use with the 2026 Equity Incentive Plan and setting
forth the standard terms and conditions that apply to grants of awards pursuant to the 2026 Equity Incentive Plan, although awards may
be granted under the 2026 Equity Incentive Plan that deviate from these standard terms and conditions.
A summary description of the
terms of the 2026 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”) under the section of the Proxy Statement
entitled “Item 3 Approval of the Company’s 2026 Equity Incentive Plan” which is qualified by the full text of the 2026
Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01
Other Events.
On June 3, 2026, the United
States District Court for the District of Idaho (“U.S. District Court”) granted the motion to dismiss filed by the
Company and the other defendants in the previously disclosed putative securities class action, Barnes et al. v. Perpetua Resources
Corp. et al., Case No. 1:25-cv-00160. The U.S. District Court dismissed the amended complaint without prejudice and granted plaintiffs
leave to file a second amended complaint on or before July 3, 2026.
In addition, following the
U.S. District Court’s denial on May 29, 2026 of the preliminary injunction motion filed by plaintiffs in the previously disclosed
lawsuit relating to the Stibnite Gold Project (the “Project”) commenced on February 18, 2025 by various environmental
advocacy groups, certain procedural pleadings have been filed and additional pleadings are anticipated, including an appeal by the plaintiffs
to the U.S. Court of Appeals for the Ninth Circuit of the denial of their preliminary injunction motion. The Company expects this case
to progress this summer towards disposition of the merits of plaintiffs’ claims, with cross-motions for summary judgment now pending
before the District Court from all parties and a hearing date currently set for oral argument on those summary judgment motions for June
24, 2026.
Cautionary Statement
Statements
contained in this Current Report on Form 8-K (“Current Report”) that are not historical facts are “forward-looking
information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within
the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Except
as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained
in this Current Report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No.
Description
10.1
Perpetua Resources Corp. 2026 Equity Incentive Plan
10.2
Form of RSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026
10.3
Form of PSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026
10.4
Form of DSU Award Agreement under Perpetua Resources Corp. 2026 Equity Incentive Plan effective June 2026
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 hereunto
duly authorized.
PERPETUA RESOURCES CORP.
Dated: June 10, 2026
By:
/s/ Mark Murchison
Mark Murchison
Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2617039d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
PERPETUA RESOURCES CORP.
2026 EQUITY INCENTIVE PLAN
1. Purposes
of this Plan. The purpose of this Plan is to: (i) attract and retain the best available personnel for positions of substantial
responsibility, (ii) provide additional incentive to Employees, Directors and Consultants, and (iii) promote the success of
the Company's business by offering these individuals an opportunity to acquire a proprietary interest in the success of the Company, or
to increase this interest, by permitting them to receive Shares of the Company. This Plan permits the grant of Options, Share Appreciation
Rights, Restricted Shares, Restricted Share Units, Performance Shares, Performance Share Units, and Other Share-Based Awards.
2. Definitions.
As used in this Plan, the following definitions apply:
(a) "Administrator"
means the Board or any of its Committees that are administering this Plan, in accordance with Section 4 of this Plan.
(b) "Affiliate"
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.
(c) "Applicable
Laws" means the requirements relating to the administration of, and the issuance of securities under, equity-based awards
or equity compensation plans, including, without limitation, the requirements of Canadian national and provincial laws, U.S. federal and
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are
listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or may be, granted under this Plan.
For all purposes of this Plan, references to statutes and regulations shall be deemed to include any successor statutes or regulations,
to the extent reasonably appropriate as determined by the Administrator.
(d) "Acquiror"
means the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be,
in a Change in Control.
(e) "Award"
means, individually or collectively, a grant under this Plan of Options, Share Appreciation Rights or SARs, Restricted Shares, Restricted
Share Units, Performance Shares, Performance Share Units, or Other Share-Based Awards.
(f) "Award
Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the Participant, including
any amendments thereto. The Award Agreement may be in written or electronic format, in such form and with such terms as may be specified
by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions
of this Plan.
(g) "Board"
means the Board of Directors of the Company.
(h) "Cause"
means, with respect to a Participant's termination by the Company or the Employer (as applicable) as a Service Provider, for "Cause"
as such term (or word of like import) is expressly defined in a then-effective written employment, consulting or other similar agreement
between the Participant and the Company or the Employer (as applicable). In the absence of an effective written agreement that contains
a definition of Cause, the term Cause shall mean any of the following: (i) any act or omission by the Participant that constitutes
a material breach by the Participant of any of his or her obligations under this Plan or an applicable Award Agreement; (ii) the
Participant's conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime involving dishonesty or moral
turpitude or a crime which could reflect negatively upon the Company or otherwise impair or impede its operations; (iii) the Participant
engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities
laws) that is injurious to the Company or any of its Affiliates; (iv) the Participant's material breach of a written policy of the
Company, the Employer or the rules of any governmental or regulatory body applicable to the Company; (v) the Participant's refusal
to follow the directions of his or her superiors; and (vi) any other willful misconduct by the Participant which is materially injurious
to the financial condition or business reputation of the Company or any of its Affiliates. Notwithstanding anything in this Plan or in
any Award Agreement to the contrary, if the Participant's status as a Service Provider is terminated without Cause, the Company or the
Employer shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination as
a termination for Cause if such after-acquired evidence supports such an action. If after-acquired evidence would support a termination
for Cause and the Participant has already exercised an Option or vested in an Award, the Participant agrees as a condition of his or her
receiving the Option that the Company shall repurchase the Shares at the price paid by the Participant, and if instead the Award was granted
with no purchase price, then the Award or Shares shall be immediately and automatically forfeited for no consideration, with or without
the Participant's consent.
(i) "Change
in Control" means the consummation of any of the following events:
(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (x) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, or (y) any corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s
Shares becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, acquires
securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting
securities (including, by way of example, if a person currently is the beneficial owner with respect to 30% of the Company’s securities,
and such person becomes the beneficial owner with respect to an additional 20% of the Company’s securities);
(ii) the
sale or disposition by the Company of all or substantially all of the Company’s assets other than (x) the sale or disposition
of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or
(y) pursuant to a spin-off type transaction under Sections 355 or 368 of the Code, directly or indirectly, of such assets to the
Company’s shareholders;
(iii) a
change in the composition of the Board during any twelve (12) consecutive month period the result of which fewer than a majority of the
members of the Board are Incumbent Directors. For this purpose, “Incumbent Directors” are members of the Board
who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but does not include an individual whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of members of the Board); or
(iv) a
merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
-2-
Notwithstanding the foregoing, in any circumstance or transaction in
which compensation resulting from or in respect of an Award would result in the imposition of an additional tax under Section 409A
of the Code if the foregoing definition of "Change in Control" were to apply, but would not result in the imposition of any
additional tax if the term "Change in Control" were defined herein to mean a "change in control event" within the
meaning of Treasury Regulation Section 1.409A-3(i)(5), then "Change in Control" shall mean a "change in control event"
within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from
becoming subject to an additional tax under Section 409A.
(j) "Code"
means the Internal Revenue Code of 1986, as amended, and the U.S. Treasury regulations and administrative guidance promulgated thereunder.
(k) "Committee"
means a committee of Directors or other individuals that satisfies Applicable Laws and was appointed by the Board in accordance with Section 4
of this Plan.
(l) "Company"
means Perpetua Resources Corp., a company incorporated under the Business Corporations Act (British Columbia), and any successor
to thereto.
(m) "Consultant"
means any natural person, including an advisor, engaged by the Company, the Employer or an Affiliate to render services to such entity.
(n) "Director"
means a member of the Board.
(o) "Disability"
means either: (i) a total and permanent disability as defined in Section 22(e)(3) of the Code (applicable only to Incentive
Stock Options); or (ii) the Participant (w) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months; (x) is, by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three months under an accident and health plan covering Participants of the Company or the Employer;
(y) is determined by the Social Security Administration to be disabled or (z) is determined by the Administrator to be disabled
as defined under the Company’s long-term disability policy and the Participant is receiving benefits under such policy, or if the
Participant is not covered by such policy, then the Participant could be receiving benefits under such policy if he or she were covered
by such policy. Notwithstanding the foregoing, the Participant shall not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Administrator in its sole discretion.
(p) "Dividend
Equivalent Right" means a credit, made at the sole discretion of the Administrator, to the account of a Participant in an
amount equal to the value of dividends paid on one Share for each Share represented by an Award held by such Participant. Under no circumstances
will the payment of a Dividend Equivalent Right be made contingent on the exercise of an Option or Share Appreciation Right. Additionally,
Dividend Equivalents Rights will be subject to the same restrictions on transferability and forfeitability as the Award with respect to
which they were paid.
(q) "Employee"
means any person, including officers, employed by the Company, the Employer or any Affiliate. Neither service as a Director nor payment
of a director's fee by the Company is sufficient to constitute "employment" by the Company.
-3-
(r) "Employer"
means the Company, Perpetua Resources Idaho, Inc. and any other subsidiary of the Company as determined by the Administrator.
(s) "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(t) "Fair
Market Value" means, as of any date, the value of Shares determined as follows:
(i) If
the Shares are listed on any established stock exchange or a national market system, the Fair Market Value is the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If
the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share
is the mean between the high bid and low asked prices for the Shares for the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or
(iii) In
the absence of an established market for the Shares, the Fair Market Value will be determined in good faith by the Administrator.
Notwithstanding the foregoing to the contrary,
for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair
Market Value will be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time
to time.
(u) "Incentive
Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of
the Code, as designated in the applicable Award Agreement.
(v) "Nonstatutory
Stock Option" means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Award
Agreement, or an intended Incentive Stock Option that does not so qualify.
(w) "Option"
means an option to purchase Shares that is granted pursuant to this Plan in accordance with Section 7 hereof.
(x) "Other
Share-Based Awards" means any other awards not specifically described in this Plan that are valued in whole or in part by
reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 12 of this Plan.
(y) "Parent"
means a "parent corporation" with respect to the Company, whether now or hereafter existing, as defined in Section 424(e) of
the Code.
(z) "Participant"
means a Service Provider who has been granted an Award under this Plan or, if applicable, such other person who holds an outstanding Award.
-4-
(aa) "Performance
Goals" means goals which have been established by the Administrator in connection with an Award and are based on one or more
criteria as established by the Administrator in its sole discretion from time to time, including, but not limited to: net income; cash
flow; cash flow on investment; cash flow from operations; pre-tax or post-tax profit levels or earnings; operating income or earnings;
closings; return on investment; earned value added; expenses; free cash flow; free cash flow per share; earnings; earnings per share;
net earnings per share; net earnings from continuing operations; sales growth; sales volume; economic profit; expense reduction; return
on assets; return on net assets; return on equity; return on capital; return on sales; return on invested capital; organic revenue; growth
in managed assets; total shareholder return (including total shareholder return relative to the GDXJ VanEck Junior Gold Miners ETF index);
stock price; stock price appreciation; EBITDA; adjusted EBITDA; return in excess of cost of capital; profit in excess of cost of capital;
capital expended; working capital; net operating profit after tax; operating margin; profit margin; adjusted revenue; revenue; net revenue;
operating revenue; cash provided by operating activities; net cash provided by operating activities per share; cash conversion percentage;
new sales; net new sales; cancellations; gross margin; gross margin percentage; revenue before deferral; implementation or completion
of critical projects; research; in-licensing; out-licensing; product development; government relations; compliance; mergers; acquisitions
or sales of assets or subsidiaries; health; safety; environmental; and debt level.
(bb) "Performance
Period" means the time period during which the Performance Goals must be met.
(cc) "Performance
Share" means Shares issued pursuant to a Performance Share Award under Section 11 of this Plan.
(dd) "Performance
Share Unit" means, pursuant to Section 11 of this Plan, an unfunded and unsecured promise to deliver Shares, cash or
other securities equal to the value set forth in the Award Agreement.
(ee) "Person"
means as defined within the meaning of Section 13(d) or 14(d) of the Exchange Act, other than (A) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, or (B) any corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Shares).
(ff) "Plan"
means this 2026 Equity Incentive Plan, as amended and restated effective June 4, 2026. This Plan, originally named the the Perpetua
Resources Corp. Omnibus Equity Incentive Plan, was initially effective March 8, 2021 and amended on May 16, 2024. The amendment
and restatement of this Plan was approved by the Board on April 22, 2026, and by the Company’s shareholders on June 4,
2026.
(gg) "Restricted
Shares" means Shares issued pursuant to a Restricted Share Award under Section 8 of this Plan or issued pursuant to
the early exercise of an Option.
(hh) "Restricted
Share Unit" means, pursuant to Section 10 of this Plan, an unfunded and unsecured promise to deliver Shares, cash or
other securities equal in value to the Fair Market Value of one Share in the Company on the date of vesting or settlement, or as otherwise
set forth in the Award Agreement.
(ii) "Retirement"
means, unless otherwise defined in the Participant’s written or other applicable employment agreement or in the Award Agreement,
the termination of the Participant’s working career at the age of 67 or such other retirement age, with consent of the Administrator,
if applicable, other than on account of the Participant’s termination of service by the Company, the Employer or an Affiliate (as
applicable) for Cause. A Participant’s Retirement will not be effective unless the Participant provides advance written notice of
Retirement of atleast six (6) months and the Participant remains in good standing throughout such period thereby finding and training
his or her successor. In addition, the Committee or its delegate must certify that such good standing exists as of the last day of the
Participant’s employment.
-5-
(jj) "Rule 16b-3"
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect
to this Plan.
(kk) "Section 16(b)"
means Section 16(b) of the Exchange Act.
(ll) "Service
Provider" means a natural person that is an Employee, Director or Consultant.
(mm) "Share"
means a common share without par value in the capital of the Company, as adjusted in accordance with Section 15 of this Plan.
(nn) "Share
Appreciation Right" or "SAR" means, pursuant to Section 9 of this Plan, an unfunded and unsecured
promise to deliver Shares, cash or other securities equal in value to the difference between the Fair Market Value of a Share as of the
date such SAR is exercised and the Fair Market Value of a Share as of the date such SAR was granted, or as otherwise set forth in the
Award Agreement.
(oo) "Subsidiary"
means a "subsidiary corporation" with respect to the Company, whether now or hereafter existing, as defined in Section 424(f) of
the Code.
3. Shares
Subject to this Plan.
(a) Shares
Subject to this Plan. Subject to the provisions of Section 15 of this Plan, the maximum aggregate number of Shares that may be
issued under this Plan is 8,280,530 Shares (all of which may be subject to Incentive Stock Option treatment). Shares will not be deemed
to have been issued pursuant to this Plan with respect to any portion of an Award that is settled in cash. Upon any payment in Shares
pursuant to the exercise or settlement of an Award, the number of Shares available for issuance under this Plan will be reduced only by
the number of Shares actually issued in such exercise or settlement. If a Participant pays the exercise price (or purchase price, if applicable)
of an Award through the tender or withholding of Shares as full or partial payment of such exercise price, or if Shares are tendered or
withheld to satisfy any withholding obligations of the Company or the Employer, the number of Shares so tendered or withheld will again
be available for issuance pursuant to future Awards under this Plan.
(b) Lapsed
Awards. If any outstanding Award under this Plan expires or is terminated or canceled without having been exercised or settled in
full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the
Shares allocable to the terminated portion of such award or the forfeited or repurchased Shares will again be available for grant under
this Plan.
(c) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as are sufficient
to satisfy the requirements of this Plan. The Shares may consist, in whole or in part, of authorized but unissued Shares or Shares reacquired
by the Company in any manner.
(d) Shares
under Plans of Acquired Companies. Shares issued or transferred pursuant to an Award granted in substitution for outstanding awards,
or in connection with assumed awards, previously granted by a company or other entity acquired by the Company or with which the Company
combines, shall not count against the limits in the first sentence of Section 3(a) hereof.
-6-
4. Administration
of this Plan.
(a) Procedure.
(i) Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer this Plan.
(ii) Rule 16b-3.
If a transaction is intended to be exempt under Rule 16b-3, then it will be structured to satisfy the requirements for exemption
under Rule 16b-3.
(iii) Other
Administration. Other than as provided above, this Plan will be administered by (A) the Board or (B) a Committee constituted
to satisfy Applicable Laws.
(iv) Delegation
of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one
or more individuals the day-to-day administration of this Plan and any of the functions assigned to it in this Plan. Such delegation may
be revoked at any time.
(b) Powers
of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to the Committee, and subject to the approval of any relevant authorities, the Administrator has the authority, in its discretion
to:
(i) determine
the Fair Market Value of Awards;
(ii) select
the Service Providers to whom Awards may be granted under this Plan;
(iii) determine
the number of Shares or cash to be covered by each Award granted under this Plan;
(iv) determine
when Awards are to be granted under this Plan and the applicable date of grant;
(v) approve
forms of Award Agreements for use under this Plan;
(vi) determine
the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted under this Plan, including but not limited
to, the exercise price, the purchase price, the time or times when Awards may vest or be exercised (which may be based on Performance
Goals), any acceleration of vesting or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, may determine;
(vii) construe
and interpret the terms of this Plan and Awards granted pursuant to this Plan;
(viii) forfeit
vested and unvested Shares (or require the return of money equivalent if the Award was previously settled in cash or the Shares subject
to a previously settled Award were previously sold) subject to a Participant’s outstanding Award(s) if such Participant’s
continuous status as a Service Provider is terminated by the Company for Cause, and such may apply even if the terms and conditions of
an Award Agreement are to the contrary;
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(ix) prescribe,
amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to the creation and
administration of sub-plans established for the purpose of satisfying applicable laws of jurisdictions other than the United States;
(x) amend
the terms of any outstanding Award, including the discretionary authority to extend the post-termination exercise period of Awards and
accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions, but any amendment that would adversely
affect the Participant's rights under an outstanding Award will not be made without the Participant's written consent; provided further,
however, that notwithstanding the foregoing or any provions in this Plan to the contrary, no amendment may be implemented that would reduce
the exercise price of, reprice or cancel and re-grant outstanding Options without a prior affirmative vote of the Company’s shareholders;
(xi) allow
Participants to satisfy withholding tax obligations by electing to have the Company or the Employer withhold from the Shares or cash to
be issued upon exercise or vesting of an Award up to the number of Shares or cash having a Fair Market Value equal to the amount required
to be withheld up to the maximum individual income tax rate in the applicable jurisdiction. The Fair Market Value of any Shares to be
withheld is to be determined on the date that the amount of tax to be withheld is to be determined, and all elections by a Participant
to have Shares or cash withheld for this purpose are to be made in such form and under such conditions as the Administrator may deem necessary
or advisable;
(xii) authorize
any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xiii) allow
a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to the Participant under
an Award;
(xiv) determine
whether Awards are to be settled in Shares, cash or in a combination of Shares and cash;
(xv) determine
whether Awards are to be adjusted for Dividend Equivalent Rights;
(xvi) create
Other Share-Based Awards for issuance under this Plan;
(xvii) establish
a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for
Awards under this Plan;
(xviii) impose
such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant
or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation,
(A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such
resales or other transfers;
-8-
(xix) establish
one or more programs under this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise
of an Award, satisfaction of Performance Goals, or other event that absent the election, would entitle the Participant to payment or receipt
of Shares or other consideration under an Award;
(xx) interpret,
administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Plan and any instrument or agreement
relating to an Award;
(xxi) to
correct administrative errors; and
(xxii) make
all other determinations that the Administrator deems necessary or advisable for administering this Plan.
The express grant in this Plan of any specific
power to the Administrator will not be construed as limiting any power or authority of the Administrator. However, the Administrator may
not exercise any right or power reserved to the Board.
(c) Effect
of Administrator's Decision. The Administrator's decisions, determinations, actions and interpretations will be final, conclusive
and binding on all persons having an interest in this Plan.
(d) Indemnification.
The Company must defend and indemnify the Indemnitees to the maximum extent permitted by law against (i) all reasonable expenses,
including reasonable attorneys' fees incurred in connection with the defense of any Claim to which any of them is a party by reason of
any action taken or failure to act in connection with this Plan, or in connection with any Award granted under this Plan; and (ii) all
amounts required to be paid by them in settlement of a Claim (provided the settlement is approved by the Company) or required to be paid
by them in satisfaction of a judgment in any Claim. However, no person will be entitled to indemnification to the extent it is determined
in such Claim that such person did not act in good faith and in a manner reasonably believed to be in the best interests of the Company
(or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful). In addition, to be entitled
to indemnification, the Indemnitee must, within thirty (30) days after written notice of the Claim, offer the Company, in writing, the
opportunity, at the Company's expense, to defend the Claim. This right to indemnification is in addition to all other rights of indemnification
available to the Indemnitee. For purposes of this Section 4(d), (y) the term "Claim" shall mean any
claim, investigation, action, suit or proceeding, and any appeal therein, and (z) the term "Indemnitee" means
members of the Board, the Committee, the Administrator, officers and Employees of the Company, the Employer or of an Affiliate to whom
authority to act for the Board, the Committee, the Administrator or the Company or the Employer is delegated under this Plan.
5. Eligibility.
With the exception of Incentive Stock Options, Awards may be granted to Employees, Directors, and Consultants. Incentive Stock Options
may be granted only to Employees.
6. Limitations.
(a) $100,000
Limitation for Incentive Stock Options. Each Option must be designated in the Award Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes
of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market
Value of the Shares will be determined as of the time the Options with respect to such Shares are granted.
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(b) Non-Employee
Director Annual Limits. The grant date fair value (determined for financial reporting purposes) of all Awards granted in any calendar
year to a Service Provider who is a non-Employee Director will not exceed $250,000.
(c) Repricing
and Reload Options Prohibited. Except as provided in Section 15(a) (entitled "Adjustments"), and
as an additional clarification to the latter language contained in Section 4(b)(x), the Company may not, without obtaining shareholder
approval: (i) amend or modify the terms of any outstanding Option or SAR to reduce the exercise price of such outstanding Option
or SAR; (ii) cancel, exchange or permit or accept the surrender of any outstanding Option or SAR in exchange for an Option or SAR
with an exercise price that is less than the exercise price of the original Option or SAR; or (iii) cancel, exchange or permit or
accept the surrender of any outstanding Option or SAR in exchange for any other Award, cash or securities for purposes of repricing such
Option or SAR.
(d) Minimum
Vesting Schedule. Each Award issued under this Plan shall have a minimum vesting period of not less than one (1) year; provided,
however, that (i) no minimum vesting period shall apply with respect to grants of up to five percent (5%) of the amount designated
in Section 3(a) above, subject to adjustment as provided in Section 15(a), and (ii) this Section 6(d) shall
not apply to Awards settled in cash.
7. Options.
(a) Grant
of Options. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Options
to Service Providers in such amounts as the Administrator, in its sole discretion, may determine.
(b) Option
Agreement. Each grant of an Option must be evidenced by an Award Agreement that specifies the exercise price, the term of the Option,
the number of Shares subject to the Option, the exercise restrictions (if any) applicable to the Option, and such other terms and conditions
as the Administrator, in its sole discretion, may determine.
(c) Term
of Option. The term of each Option must be stated in the Award Agreement. In the case of an Incentive Stock Option, the term must
be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of
an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term
of the Incentive Stock Option must be five (5) years from the date of grant or such shorter term as may be provided in the Award
Agreement.
(d) Option
Exercise Price and Consideration.
(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option is to be determined by the Administrator,
subject to the following:
(1) In
the case of an Incentive Stock Option:
(A) granted
to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price must be no less
than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
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(B) granted
to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price must be not less
than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(2) In
the case of a Nonstatutory Stock Option, the per Share exercise price will be determined by the Administrator, but must not be less than
the Fair Market Value per Share on the date of grant unless the terms of such Nonstatutory Stock Option comply with Section 409A
of the Code.
(3) Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the
Code.
(ii) Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the Option may be exercised. The Administrator may, in its sole
discretion, accelerate the satisfaction of such conditions at any time.
(e) Form of
Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time
of grant. Such consideration, to the extent permitted by Applicable Laws, may consist entirely of:
(i) cash
or cash equivalents;
(ii) check
made payable to the Company or as the Administrator may direct;
(iii) in
the discretion of the Administrator, surrendering or attesting to the ownership of Shares that are already owned by the Participant that
meet the conditions established by the Administrator to avoid adverse accounting consequences, valued at their Fair Market Value on the
date the Option is exercised;
(iv) in
the discretion of the Administrator, payment may be made in whole or in part by the delivery (on a form prescribed by the Company) of
an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds
to the Company in payment of all or part of the exercise price and/or any withholding taxes;
(v) in
the discretion of the Administrator, through a "net exercise" such that, without the payment of any funds, the Participant may
exercise the Option and receive the net number of Shares equal to (A) the number of Shares as to which the Option is being exercised,
multiplied by (B) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator)
less the exercise price per Share, and the denominator of which is such Fair Market Value per Share. The number of net Shares to be received
shall be rounded down to the nearest whole number of Shares;
(vi) in
the discretion of the Administrator, a reduction in the amount of any Company liability to the Participant;
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(vii) in
the discretion of the Administrator, any combination of the foregoing methods of payment; or
(viii) in
the discretion of the Administrator, any other consideration and method of payment for the issuance of Shares permitted by Applicable
Laws.
(f) Exercise
of Option.
(i) Procedure
for Exercise; Rights as a Shareholder. Any Option granted under this Plan will be exercisable according to the terms of this Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option will be
deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the Award Agreement)
from the person entitled to exercise the Option, (y) full payment for the Shares with respect to which the Option is exercised (including
provision for any applicable tax withholding), and (z) all representations and documents reasonably requested by the Administrator.
Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement
and this Plan. Shares issued upon exercise of an Option must be issued in the name of the Participant or, if requested by the Participant,
in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
shareholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Company will
issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment is to be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 or the applicable Award
Agreement. Exercising an Option in any manner will decrease the number of Shares thereafter available for sale under the Option, by the
number of Shares as to which the Option is exercised.
(ii) Termination
of Relationship as a Service Provider (Other than Death or Disability). If a Participant ceases to be a Service Provider, other than
upon the Participant's death or Disability, the Participant may exercise the vested portion of his or her Option within the time period
specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
If the Award Agreement does not specify a time period within which the vested portion of such Option must be exercised after the Participant
ceasing to be a Service Provider, the vested portion of such Option will be exercisable for three (3) months after the Participant
ceases to be a Service Provider (other than upon the Participant's death or Disability). Unless otherwise provided by the Administrator,
if the Participant is not vested as to his or her entire Option on the date the Participant ceases to be a Service Provider (other than
upon the Participant's death or Disability), then immediately thereafter, the Shares covered by the unvested portion of the Option shall
be forfeited. Additionally, if the Participant does not exercise his or her Option as to all of the vested Shares within the time period
specified herein, then immediately thereafter, the Option will terminate and the Shares covered by the unexercised portion of the Option
shall be forfeited.
(iii) Disability
of Participant. If a Participant ceases to be a Service Provider as a result of his or her Disability, the Participant may exercise
the vested portion of his or her Option within the time period specified in the Award Agreement (but in no event later than the expiration
of the term of the Option as set forth in the Award Agreement). If the Award Agreement does not specify a time period within which the
vested portion of such Option must be exercised after the Participant ceasing to be a Service Provider as a result of his or her Disability,
the vested portion of such Option will be exercisable for twelve (12) months after the Participant ceasing to be a Service Provider as
a result of his or her Disability. Unless otherwise provided by the Administrator, if the Participant is not vested as to the Participant's
entire Option on the date he or she ceases to be a Service Provider as a result of his or her Disability, then immediately thereafter,
the Shares covered by the unvested portion of the Option shall be forfeited. Additionally, if the Participant does not exercise his or
her Option as to all of the vested Shares within the time period specified herein, then immediately thereafter, the Option will terminate
and the Shares covered by the unexercised portion of the Option shall be forfeited.
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(iv) Death
of Participant. If a Participant dies while a Service Provider, the vested portion of the Option may be exercised within the time
period specified in the Award Agreement (but in no event later than the expiration of the term of the Option as set forth in the Award
Agreement), by the beneficiary designated by the Participant prior to his or her death; provided that such designation must be acceptable
to the Administrator. If no beneficiary has been designated by the Participant, then the vested portion of the Option may be exercised
by the personal representative of the Participant's estate, or by the persons to whom the Option is transferred pursuant to the Participant's
will or in accordance with the laws of descent and distribution. If the Award Agreement does not specify a time period within which the
vested portion of such Option must be exercised after a Participant's death, the vested portion of such Option will be exercisable for
twelve (12) months after his or her death. Unless otherwise provided by the Administrator, if the Participant is not vested as to his
or her entire Option on the date he or she ceases to be a Service Provider as a result of the Participant's death, then immediately thereafter,
the Shares covered by the unvested portion of the Option shall be forfeited. Additionally, if the Participant's beneficiary, personal
representative or permitted transferee does not exercise the Option as to all of the vested Shares within the time period specified herein,
then immediately thereafter, the Option will terminate.
8. Restricted
Shares.
(a) Grant
of Restricted Shares. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may
grant Restricted Shares to Service Providers in such amounts as the Administrator, in its sole discretion, determines.
(b) Restricted
Share Agreement. Each Award of Restricted Shares must be evidenced by an Award Agreement that specifies the number of Shares granted,
and such other terms and conditions as the Administrator, in its sole discretion, may determine.
(c) Removal
of Restrictions. The Administrator may, in its sole discretion, accelerate the time at which any restrictions will lapse or be removed.
(d) Voting
Rights. Participants holding Restricted Shares may exercise full voting rights with respect to those Shares, unless the Administrator
determines otherwise.
(e) Dividends
and Other Distributions. Restricted Shares will be entitled to receive all dividends and other distributions paid with respect to
such Shares; provided, however, that if so determined by the Administrator and provided by the Award Agreement, such dividends and distributions
shall be subject to the same restrictions on transferability and forfeitaibility as the Restricted Shares with respect to which such
dividends or distributions were paid, and otherwise shall be paid no later than the end of the calendar year in which such dividends or
distributions are paid to shareholders (or, if later, the fifteenth (15th) day of the third month following the date such dividends
or distributions are paid to shareholders).
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9. Share
Appreciation Rights.
(a) Grant
of SARs. Subject to the terms and conditions of this Plan, a SAR may be granted to a Service Provider at any time and from time to
time as may be determined by the Administrator, in its sole discretion. The Administrator has complete discretion to determine the number
of SARs granted to any Service Provider. Subject to the provisions of Section 6(b), the Administrator has complete discretion to
determine the terms and conditions of SARs granted under this Plan, including the sole discretion to accelerate exercisability at any
time, but the per Share exercise price that will determine the amount of the payment the Company receives upon exercise of a SAR will
not be less than the Fair Market Value per Share on the date of grant unless the terms of such SAR comply with Section 409A of the
Code.
(b) SAR
Agreement. Each SAR grant must be evidenced by an Award Agreement that specifies the exercise price, the term, the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole discretion, may determine.
(c) Expiration
of SARs. A SAR granted under this Plan will expire upon the date determined by the Administrator, in its sole discretion, as set forth
in the Award Agreement; but no SAR may be exercisable later than ten (10) years after the date of grant. Notwithstanding the foregoing,
Sections 7(f)(ii), 7(f)(iii) and 7(f)(iv) also apply to SARs.
(d) Payment
of SAR Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company or the Employer in an amount
determined by multiplying:
(i) The
difference between the Fair Market Value of a Share on the date of exercise and the exercise price; by
(ii) The
number of Shares with respect to which the SAR is exercised.
At the sole discretion of
the Administrator, the payment upon the exercise of a SAR may be in cash, in Shares of equivalent value, or in some combination thereof.
10. Restricted
Share Units.
(a) Grant
of Restricted Share Units. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time,
may grant Restricted Share Units to Service Providers in such amounts as the Administrator, in its sole discretion, determines.
(b) Restricted
Share Unit Agreement. Each Award of Restricted Share Units must be evidenced by an Award Agreement that specifies the number of Restricted
Share Units granted, and such other terms and conditions as the Administrator, in its sole discretion, may determine.
(c) Removal
of Restrictions. The Administrator may, in its sole discretion, accelerate the time at which any restrictions will lapse or be removed.
(d) Voting
Rights. Participants holding Restricted Share Units shall have no voting rights with respect to Shares represented by Restricted Share
Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company).
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(e) Dividends
Equivalents. The Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Share Unit Award that
the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Shares during the period
beginning on the date such Award is granted and ending, with respect to each Share subject to the Award, on the earlier of the date the
Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid by crediting the Participant
with a cash amount or with additional whole Restricted Share Units as of the date of payment of such cash dividends on Shares, as determined
by the Administrator. The number of additional Restricted Share Units (rounded to the nearest whole number), if any, to be credited shall
be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares
represented by the Restricted Share Units previously credited to the Participant by (b) the Fair Market Value per Share on such date.
If so determined by the Administrator and provided by the Award Agreement, such cash amount or additional Restricted Share Units shall
be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Share Units
originally granted. If the Award Agreement provides for current payment of Dividend Equivalent Rights in cash, such amounts shall be paid
no later than the end of the calendar year in which the corresponding dividends are paid to shareholders (or, if later, the fifteenth
(15th) day of the third (3rd) month following the date such dividends are paid to shareholders).
11. Performance
Shares and Performance Share Units.
(a) Grant
of Performance Shares and Performance Share Units. Subject to the terms and conditions of this Plan, Performance Shares and Performance
Share Units may be granted to Service Providers at any time and from time to time, as may be determined by the Administrator in its sole
discretion. The Administrator has complete discretion in determining the number of Performance Shares and Performance Share Units granted
to each Service Provider.
(b) Value
of Performance Shares and Performance Share Units. Each Performance Share and Performance Share Unit must have an initial value established
by the Administrator on or before the date of grant. Each Performance Share must have an initial value equal to the Fair Market Value
of a Share on the date of grant.
(c) Performance
Goals and Other Terms. The Administrator may set Performance Goals in its sole discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Shares and Performance Share Units that will be paid out to the Participant.
Each award of Performance Shares and Performance Share Units must be evidenced by an Award Agreement that specifies the Performance Period
and such other terms and conditions as the Administrator in its sole discretion may determine. The Administrator may set Performance Goals
based upon the achievement of Company-wide, Employer-wide, divisional, or individual goals (including solely continued service), or any
other basis determined by the Administrator in its sole discretion.
(d) Earning
of Performance Shares and Performance Share Units. After the applicable Performance Period has ended, the holder of Performance Shares
and Performance Share Units will be entitled to receive a payout of the number of Performance Shares or Performance Share Units earned
by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals
have been achieved. After the grant of Performance Shares or Performance Share Units, the Administrator may, in its sole discretion, reduce
or waive any performance objectives for the Performance Shares or Performance Share Units.
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(e) Form and
Timing of Payment of Performance Share Units. Payment of earned Performance Share Units, if any, will be made after the expiration
of the applicable Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned
Performance Share Units in the form of cash, in Shares or in a combination of cash and Shares.
(f) Cancellation
of Performance Shares or Performance Share Units. On the date set forth in the Award Agreement, all unearned or unvested Performance
Shares and Performance Share Units will be forfeited to the Company, and the Shares subject to such Awards (if any) will again be available
for grant under this Plan as set forth in Section 3.
12. Other
Share-Based Awards. Other Share-Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted
under this Plan and/or cash awards made outside of this Plan. The Administrator has authority to determine the Service Providers to whom
and the time or times at which Other Share-Based Awards are to be made, the amount of such Other Share-Based Awards, and all other conditions
of the Other Share-Based Awards, including any dividend or distribution rights and whether the Award should be paid in cash.
13. Leaves
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted under this Plan will be suspended during any unpaid
leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the Company or the
Employer; provided, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service
Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or the Employer or (ii) transfers
between locations of the Company or the Employer or between the Company, the Employer or any Affiliate. For purposes of Incentive Stock
Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the Company or the Employer is not guaranteed by statute or
contract, then at the end of three (3) months after the expiration of the leave of absence, any Incentive Stock Option held by the
Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
14. Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of
the Participant only by the Participant. If the Administrator makes an Award transferable, such Award may contain such additional terms
and conditions as the Administrator deems appropriate.
15. Adjustments;
Dissolution or Liquidation; Change in Control.
(a) Adjustments.
In the event of any change in the outstanding Shares by reason of any stock split, stock dividend or other non-recurring dividends or
distributions, recapitalization, merger, consolidation, spin-off, arrangement, business combination, repurchase or share exchange, reorganization,
liquidation, dissolution or other similar corporate transaction that affects the Shares, an adjustment will be made, as the Administrator
deems necessary or appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under this Plan. Such adjustment may include an adjustment to the number and class of Shares which may be delivered under this
Plan, the number, class and price of Shares subject to outstanding Awards, the number and class of Shares issuable pursuant to Options,
and the numerical limits contained in Sections 3 and 6(b). Notwithstanding the preceding sentence, the number of Shares subject to any
Award always will be a whole number.
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(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practical prior to the effective date of the proposed transaction. The Administrator, in its sole discretion, may provide for
a Participant to have the right to exercise his or her Award, to the extent applicable, until ten (10) days prior to the transaction
as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator
may provide that any Company repurchase option or forfeiture rights applicable to any Award will lapse with respect to one hundred percent
(100%) of the Shares underlying such Award, and that any Award vesting will accelerate in full, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not been previously exercised or vested, an Award will terminate
immediately prior to the consummation of such liquidation or dissolution.
(c) Change
in Control – Assumption, Continuation or Substitution. This Section 15(c) will apply except to the extent otherwise
provided in the Award Agreement. In the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted
by the successor corporation or a parent or subsidiary entity of the successor corporation. With respect to Awards that are assumed or
substituted, if on the date of (or following the assumption or substitution), the Participant's status as a Service Provider is terminated
without Cause within twenty-four (24) months following the date of the Change in Control, then all restrictions on Awards granted to such
Participant will lapse, and the Participant will fully vest in and have the right to exercise, if applicable, his or her Awards, and,
to the extent applicable, all Performance Goals and other vesting criteria will be deemed achieved at target levels and all other terms
and conditions deemed satisfied. If the successor corporation refuses to assume or substitute for the Award, then immediately prior to
such Change in Control, all outstanding Awards shall become fully vested, all applicable restrictions shall lapse, all Performance Goals
and other vesting criteria shall be deemed achieved at targeted levels and, with respect to Options or SARs, Participants shall have the
right to exercise the Option or SAR as to all of the Shares (or cash subject thereto), including Shares as to which it would not otherwise
be vested or exercisable. If an Option or SAR is not assumed or substituted on the Change in Control, the Committee shall notify the Participant
in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period of up to 15 days from the
date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For purposes of this Section 15(c),
an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each
Share subject to an Award immediately prior to the Change in Control, the consideration (whether securities, cash or property) received
in the Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). However, if the consideration
received in the Change in Control is not solely common stock of the successor corporation or its parent entity, the Committee may, with
the consent of the successor corporation, provide for the consideration to be received for each Share, and upon the exercise of the Option
or SAR for each Share subject to the Option or SAR, to be solely common stock of the successor corporation or its parent entity equal
in Fair Market Value to the per share consideration received by holders of Shares in the Change in Control. Notwithstanding anything in
this Plan to the contrary, an Award that vests, is earned, or is paid-out upon the satisfaction of one or more Performance Goals shall
not be considered assumed if the Company or its successor modifies any of the Performance Goals without the Participant’s consent;
provided, however, a modification to Performance Goals only to reflect the successor corporation’s post-Change in Control corporate
structure shall not be deemed to invalidate an otherwise valid Award assumption.
16. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or a later date as is determined by the Administrator. The Administrator will provide a notice of the determination to each
Participant within a reasonable time after the date of such grant.
-17-
17. Board
and Shareholder Approval; Term of Plan. The Board approved the amendment and restatement of this Plan on April 22, 2026 and the
Company’s shareholders approved the amendment and restatement of this Plan on June 4, 2026, to be effective June 4, 2026.
From the effectiveness of the amendment and restatement, this Plan will continue in effect for a term of ten (10) years unless terminated
earlier under Section 18.
18. Amendment
and Termination of this Plan.
(a) Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate this Plan.
(b) Shareholder
Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
(c) Effect
of Amendment or Termination. No amendment, alteration, suspension, or termination of this Plan will materially or adversely impair
the rights of any Participant, unless otherwise mutually agreed upon by the Participant and the Administrator, which agreement must be
in writing and signed by the Participant and the Company. Termination of this Plan will not affect the Administrator's ability to exercise
the powers granted to it under this Plan with respect to Awards granted under this Plan prior to the date of termination. No Shares shall
be issued or sold under this Plan after the termination thereof, except upon exercise of an Award granted prior to the termination of
this Plan. Notwithstanding the foregoing, or anything in this Plan to the contrary, the Administrator shall have unilateral authority
to amend an Award, without Participant consent, to the minimum extent necessary to comply with Section 409A of the Code and such
amendment shall not be deemed to materially impair the rights of such Participant.
19. Conditions
upon Issuance of Shares.
(a) Legal
Compliance. Shares will not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting, as applicable,
of the Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be subject to the approval of counsel
for the Company with respect to such compliance.
(b) Investment
Representations. As a condition to the exercise or receipt of Shares upon settlement of an Award, the Company may require the person
exercising or receiving the Award to represent and warrant at the time of any such exercise or settlement that the Shares are being acquired
only for investment and without any present intention to sell or distribute the Shares if, in the opinion of counsel for the Company,
such a representation is required.
(c) Taxes.
As a condition to the exercise or settlement of an Award, the Participant shall make such arrangements as the Administrator may require
for the satisfaction of any applicable withholding taxes arising in connection with the exercise or settlement of an Award under the laws
of U.S. federal, state, local or non-U.S. jurisdictions. The Company shall not be required to issue any Shares under this Plan until the
foregoing obligations are satisfied. Without limiting the generality of the foregoing, upon the exercise or settlement of any Award, the
Company and the Employer shall have the right to withhold taxes from any compensation or other amounts that the Company or the Employer
may owe to the Participant, or to require the Participant to pay to the Company or the Employer the amount of any taxes that the Company
or the Employer may be required to withhold with respect to the Shares issued to the Participant. Without limiting the generality of the
foregoing, the Administrator in its sole discretion may authorize the Participant to satisfy all or part of any withholding tax liability
by: (i) having the Company withhold from the Shares that would otherwise be issued upon the exercise or settlement of an Award up
to that number of Shares having a Fair Market Value, as of the date the withholding tax liability arises, sufficient to satisfy the withholding
obligations based on the maximum individual income tax rate in the applicable jurisdiction; and/or (ii) delivering to the Company
previously owned and unencumbered Shares having a Fair Market Value, as of the date the withholding tax liability arises, equal to the
amount of the Company's or the Employer’s withholding tax liability to be so satisfied. Subject to the preceding sentence, the exercisability
or settlement of any Award Agreement shall be determined by the Administrator in its sole discretion.
-18-
20. Severability.
Notwithstanding any contrary provision of this Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof)
of this Plan or any Award Agreement are invalid, illegal, or unenforceable in any respect, such provision will be modified so as to make
it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of
this Plan or Award, as applicable, will not in any way be affected or impaired thereby.
21. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.
22. No
Rights to Awards. No Participant, eligible Service Provider, or other person shall have any claim to be granted any Award under this
Plan, and there is no obligation for uniformity of treatment of a Service Provider, Participant, or holders or beneficiaries of Awards
under this Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different
Participants.
23. No
Shareholder Rights. Except as otherwise provided in an Award Agreement, a Participant has none of the rights of a shareholder with
respect to Shares covered by an Award until the Participant becomes the record owner of the Shares.
24. Fractional
Shares. No fractional Shares will be issued and the Administrator will determine, in its sole discretion, whether cash will be paid
in lieu of fractional Shares or whether such fractional Shares will be eliminated by rounding up or down as appropriate.
25. Governing
Law. This Plan, all Award Agreements, and all related matters, are to be governed by the laws of the Province of British Columbia
and the federal laws of Canada, without regard to choice of law principles that direct the Applicable Laws of another jurisdiction.
26. No
Effect on Terms of Employment or Consulting Relationship; Coordination with Any Employment Agreement. This Plan does not confer upon
any Participant any right as a Service Provider, nor does it interfere in any way with his or her right or the right of the Company, the
Employer or an Affiliate to terminate the Participant's service at any time, with or without Cause, and with or without notice. If a Service
Provider has an employment agreement with the Company that addresses vesting of outstanding Awards or the post-termination exercise period
of outstanding Options and such terms in the employment agreement conflict with the terms of an Award Agreement, then such terms in the
employment agreement shall prevail over the conflicting terms in the Award Agreement.
27. No
Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any Participant
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Affiliate.
-19-
28. Section 409A.
It is the intention of the Company that no Award be "deferred compensation" subject to Section 409A of the Code, unless
and to the extent that the Administrator specifically determines otherwise, and this Plan and the terms and conditions of all Awards are
to be interpreted accordingly. The following rules will apply to Awards that are intended to comply with Section 409A:
(a) Any
distribution of a 409A Award following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code
as a distribution following a separation from service of a "specified employee" (as defined under Section 409A(a)(2)(B)(i) of
the Code) will occur no earlier than the expiration of the six-month (6) period following such separation from service.
(b) In
the case of any distribution of any other 409A Award, if the timing of such distribution is not otherwise specified in this Plan or Award
Agreement or other governing document, the distribution will be made not later than the end of the calendar year during which the settlement
of the 409A Award is specified to occur.
(c) Each
payment that a Participant may receive with respect to a 409A Award will be treated as a "separate payment" for purposes of
Section 409A of the Code.
29. Construction.
Headings in this Plan are included for convenience and are not to be considered in the interpretation of this Plan. References to sections
are to Sections of this Plan unless otherwise indicated. Pronouns include the masculine, feminine, neutral, singular or plural as the
identity of the antecedent may require. This Plan is to be construed according to its fair meaning and is not to be strictly construed
against the Company or the Employer.
30. Compensation
Recoupment. All compensation and Awards payable or paid under this Plan and any sub-plans will be subject to the Company's ability
to recover incentive-based compensation from executive officers, as is or may be required by the provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, any regulations or rules promulgated thereunder, or any other "clawback" provision
required by applicable law or the listing standards of any applicable stock exchange or national market system or policy of the Company,
the Employer or any Affiliate.
* * * * *
-20-
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2617039d1_ex10-2.htm · Sequence: 3
Exhibit 10.2
PERPETUA RESOURCES CORP.
2026 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
Subject to the terms
and conditions of this Restricted Share Unit Award Agreement (this "Award Agreement"), and the
Perpetua Resources Corp. 2026 Equity Incentive Plan (the "Plan"), the below individual (the "Participant")
is hereby granted the below number of Restricted Share Units (the "RSUs") by Perpetua Resources Corp. (the "Company").
Unless otherwise indicated, all defined terms not defined herein shall be as defined in the Plan.
Identifying Information:
Participant Name
Date of Grant:
and
Address:
Number
of RSUs:
Vesting
Commencement Date:
1. Vesting
Schedule. Subject to the Participant’s continuous status as a Service Provider and any other limitations set forth in the Plan,
including Section 9 of this Award Agreement, the RSUs shall vest, if at all, over a [__]-year period in accordance with the following
vesting schedule (the "Vesting Schedule"):
Vesting
Date
Nonforfeitable
Percentage
1st
anniversary of the Vesting Commencement Date
33%
shall vest, combined total of 33% vested
2nd
anniversary of the Vesting Commencement Date
33%
shall vest, combined total of 66% vested
3rd
anniversary of the Vesting Commencement Date
34%
shall vest, combined total of 100% vested
[OPTIONAL LANGUAGE
TO DELETE OR REVISE ON A CASE-BY-CASE BASIS: Notwithstanding the foregoing, the RSUs shall become fully vested upon the earlier of: (i) the
Participant’s Disability, (ii) the Participant’s death, and (iii) a termination of the Participant’s
continuous status as a Service Provider by the Employer (or an Affiliate) for any reason other than Cause.] The RSUs shall be subject
to a risk of forfeiture until such time as the RSUs vest in accordance with the Vesting Schedule. All or any portion of the RSUs subject
to a risk of forfeiture shall automatically be forfeited and immediately returned to the Company if the Participant’s continuous
status as a Service Provider is interrupted or terminated for any reason other than as permitted under the Plan or this Award Agreement.
The Administrator may implement any forfeiture under the foregoing in a unilateral manner, without the Participant’s consent, and
with no payment to the Participant, cash or otherwise, for the forfeited RSUs.
2. Dividend
Equivalents. The Employer shall pay Dividend Equivalent Rights in accordance with the terms of the Plan.
3. Settlement
of RSUs into Shares. Subject to Section 9 and the other terms of this Award Agreement, each RSU that vests shall immediately
and automatically convert into one Share, which shall be issued to the Participant as soon as practical thereafter, but in no circumstance
later than March 15th of the calendar year that immediately follows the calendar year within which the RSU became vested.
4. No
Assignment; Successors. The Participant shall not assign any of his or her rights under this Award Agreement or the Plan without the
prior written consent of the Administrator, which consent may be withheld in its sole discretion. The Company is permitted to assign its
rights or obligations under this Award Agreement and the Plan. This Award Agreement and the Plan are binding upon the Participant’s
successors.
5. Administration
and Interpretation. Any determination by the Administrator in connection with any question or issue arising under the Plan or this
Award Agreement shall be final, conclusive and binding on the Participant, the Employer and their Affiliates and all other persons. Any
question or dispute regarding the interpretation of this Award Agreement or the receipt of the RSUs or Shares hereunder must be submitted
by the Participant to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on
all parties.
6. Entire
Agreement; Governing Law; Venue. The provisions of the Plan are incorporated herein by reference. Except as otherwise set forth in
an employment agreement between the Employer and the Participant, the Plan and this Award Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company,
the Employer, their Affiliates and the Participant with respect to the subject matter hereof. This Award Agreement is governed by the
laws of the State of Delaware, including, without limitation, its validity, interpretation, construction and performance, but without
giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The Company, the
Employer, their Affiliates and the Participant agree that any suit, action or proceeding arising out of or related to this Award Agreement
or the Plan must be brought in the United States District Court for the District of Idaho (or should such court lack jurisdiction to hear
such action, suit or proceeding, then in a state court in the County of Ada) and that all parties must submit to the jurisdiction of such
court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue
for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 6 are for any reason
held invalid or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary
to make it or its application valid and enforceable.
7. Counterparts.
This Award Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile or portable
document format (.pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the
same instrument.
8. Electronic
Signature. This Award Agreement may be executed by the Participant and the Company by manual signature or by means of electronic or
digital signatures. The Participant agrees that clicking "I Accept" (or a tab of similar intent) in connection with or response
to any electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Award
Agreement. If required to be executed by electronic or digital signature, this Award of RSUs shall be forfeited if the Participant does
not so execute this Award Agreement prior to the deadline set forth in the electronic transmission of this Award Agreement.
-2-
9. Certain
Treatment for Participants Subject to Canadian Taxation. If the Participant is subject to Canadian taxation, as determined in the
reasonable discretion of the Administrator, then: (A) notwithstanding any provision of the Plan to the contrary, no income tax withholding
can be satisfied with Shares but will be made in cash by either (i) withholding from a Participants other compensation, or (ii) the
Participant paying the amount to be withheld to the Company; and (B) no settlement of RSUs shall occur later than the final business
day of the third calendar year immediately following the calendar year of the Date of Grant.
[SIGNATURES ON NEXT PAGE]
-3-
By the Participant’s
signature and the signature of the Company’s representative, the Participant and the Company agree that the RSUs granted herein
are governed by the terms and conditions of this Award Agreement and the Plan.
PERPETUA RESOURCES CORP.
PARTICIPANT
Name:
By:
Its:
Print Name:
Dated:
Dated:
-4-
EX-10.3 — EXHIBIT 10.3
EX-10.3
Filename: tm2617039d1_ex10-3.htm · Sequence: 4
Exhibit 10.3
PERPETUA RESOURCES CORP.
2026 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
Subject to the terms
and conditions of this Performance Share Unit Award Agreement (this "Award Agreement"), and the
Perpetua Resources Corp. 2026 Equity Incentive Plan (the "Plan"), the below individual (the "Participant")
is hereby granted the below number of Performance Share Units (the "PSUs") by Perpetua Resources Corp. (the "Company").
Unless otherwise indicated, all defined terms not defined herein shall be as defined in the Plan.
Identifying Information:
Participant Name
Date of Grant:
and Address:
Number of PSUs:
Vesting Commencement Date:
1. Vesting
Schedule. The PSUs shall vest, if at all, subject to the Participant’s continuous status as a Service Provider through the last
day of the Performance Period, and provided that the Performance Goals are satisfied, as defined on Schedule A attached
hereto, and subject to any other limitations set forth in the Plan (the foregoing being, the "Vesting Schedule").
The PSUs shall be subject to a risk of forfeiture until such time as the PSUs vest in accordance with the Vesting Schedule. All or any
portion of the PSUs subject to a risk of forfeiture shall automatically be forfeited and immediately returned to the Company if the Participant’s
continuous status as a Service Provider is interrupted or terminated for any reason other than as permitted under the Plan or this Award
Agreement. The Administrator may implement any forfeiture under the foregoing in a unilateral manner, without the Participant’s
consent, and with no payment to the Participant, cash or otherwise, for the forfeited PSUs.
2. Dividend
Equivalents. The Employer shall pay Dividend Equivalent Rights in accordance with the terms of the Plan.
3. Settlement
of PSUs into Shares. Subject to Section 9 and the terms of this Award Agreement, each PSU that vests shall immediately and automatically
convert into one Share, which shall be issued to the Participant as soon as practical following the last day of the Performance Period,
but in no circumstance later than March 15th of the calendar year that immediately follows the calendar year within which
the PSU became vested.
4. No
Assignment; Successors. The Participant shall not assign any of his or her rights under this Award Agreement or the Plan without the
prior written consent of the Administrator, which consent may be withheld in its sole discretion. The Company is permitted to assign its
rights or obligations under this Award Agreement and the Plan. This Award Agreement and the Plan are binding upon the Participant’s
successors.
5. Administration
and Interpretation. Any determination by the Administrator in connection with any question or issue arising under the Plan or this
Award Agreement shall be final, conclusive and binding on the Participant, the Employer and their Affiliates and all other persons. Any
question or dispute regarding the interpretation of this Award Agreement or the receipt of the PSUs or Shares hereunder must be submitted
by the Participant to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on
all parties.
6. Entire
Agreement; Governing Law; Venue. The provisions of the Plan are incorporated herein by reference. Except as otherwise set forth in
an employment agreement between the Employer and the Participant, the Plan and this Award Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company,
the Employer, their Affiliates and the Participant with respect to the subject matter hereof. This Award Agreement is governed by the
laws of the State of Delaware, including, without limitation, its validity, interpretation, construction and performance, but without
giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The Company, the
Employer, their Affiliates and the Participant agree that any suit, action or proceeding arising out of or related to this Award Agreement
or the Plan must be brought in the United States District Court for the District of Idaho (or should such court lack jurisdiction to hear
such action, suit or proceeding, then in a state court in the County of Ada) and that all parties must submit to the jurisdiction of such
court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue
for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 6 are for any reason
held invalid or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary
to make it or its application valid and enforceable.
7. Counterparts.
This Award Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile or portable
document format (.pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the
same instrument.
8. Electronic
Signature. This Award Agreement may be executed by the Participant and the Company by manual signature or by means of electronic or
digital signatures. The Participant agrees that clicking "I Accept" (or a tab of similar intent) in connection with or response
to any electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Award
Agreement. If required to be executed by electronic or digital signature, this Award of PSUs shall be forfeited if the Participant does
not so execute this Award Agreement prior to the deadline set forth in the electronic transmission of this Award Agreement.
9. Certain
Treatment for Participants Subject to Canadian Taxation. If the Participant is subject to Canadian taxation, as determined in the
reasonable discretion of the Administrator, then: (A) notwithstanding any provision of the Plan to the contrary, no income tax withholding
can be satisfied with Shares but will be made in cash by either (i) withholding from a Participants other compensation, or (ii) the
Participant paying the amount to be withheld to the Company; and (B) no settlement of PSUs shall occur later than the final business
day of the third calendar year immediately following the calendar year of the Date of Grant.
[SIGNATURES ON NEXT PAGE]
-2-
By the Participant’s
signature and the signature of the Company’s representative, the Participant and the Company agree that the PSUs granted herein
are governed by the terms and conditions of this Award Agreement and the Plan.
PERPETUA RESOURCES CORP.
PARTICIPANT
Name:
By:
Its:
Print Name:
Dated:
Dated:
-3-
SCHEDULE A
Form - PSU
PERPETUA RESOURCES CORP.
2026 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Goals – Vesting Schedule
-1-
EX-10.4 — EXHIBIT 10.4
EX-10.4
Filename: tm2617039d1_ex10-4.htm · Sequence: 5
Exhibit 10.4
PERPETUA RESOURCES CORP.
2026 EQUITY INCENTIVE PLAN
DEFERRED SHARE UNIT AWARD AGREEMENT
Subject to the terms
and conditions of this Deferred Share Unit Award Agreement (this "Award Agreement"), and the
Perpetua Resources Corp. 2026 Equity Incentive Plan (the "Plan"), the below Director (the "Director")
of Perpetua Resources Corp. (the "Company") is hereby granted the below number of Restricted Share Units
(denominated herein as "DSUs") by the Company. Unless otherwise indicated, all defined terms not defined herein
shall be as defined in the Plan.
Identifying Information:
Director's Name
Date of Grant:
and Address:
Number of DSUs:
1. Vesting
Schedule. The DSUs shall be fully vested on the Date of Grant.
2. Dividend
Equivalents. The Company shall pay Dividend Equivalent Rights in accordance with the terms of the Plan.
3. Settlement
of DSUs into Shares. Subject to Section 10 and the other terms of this Award Agreement, each DSU shall be deferred and immediately
and automatically convert into one Share as follows:
(a) If
the Director has timely submitted an election notice (pursuant to Section 409A of the Code) setting forth the timing of the settlement
of DSUs into Shares, then settlement of the DSUs granted hereunder shall occur as designated in such election notice; and
(b) If
the Director did not submit (or did not timely submit) an election notice set forth in Section 3(a), above, then settlement of the
DSUs shall occur as soon as administratively possible following the Director’s "separation from service" (as defined in
Section 409A of the Code), but under no circumstances later than March 15th of the calendar year that immediately
follows the calendar year within which such separation from service occurred.
4. No
Assignment; Successors. The Director shall not assign any of his or her rights under this Award Agreement or the Plan without the
prior written consent of the Administrator, which consent may be withheld in its sole discretion. The Company is permitted to assign its
rights or obligations under this Award Agreement and the Plan. This Award Agreement and the Plan are binding upon the Director’s
successors.
5. Administration
and Interpretation. Any determination by the Administrator in connection with any question or issue arising under the Plan or this
Award Agreement shall be final, conclusive and binding on the Director, the Company and its Affiliates and all other persons. Any question
or dispute regarding the interpretation of this Award Agreement or the receipt of the DSUs or Shares hereunder must be submitted by the
Director to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all parties.
6. Entire
Agreement; Governing Law; Venue. The provisions of the Plan are incorporated herein by reference. The Plan and this Award Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company its Affiliates and the Director with respect to the subject matter hereof. This Award Agreement is governed
by the laws of the State of Delaware, including, without limitation, its validity, interpretation, construction and performance, but without
giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The Company, its
Affiliates and the Director agree that any suit, action or proceeding arising out of or related to this Award Agreement or the Plan must
be brought in the United States District Court for the District of Idaho (or should such court lack jurisdiction to hear such action,
suit or proceeding, then in a state court in the County of Ada) and that all parties must submit to the jurisdiction of such court. The
parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such
suit, action or proceeding brought in such court. If any one or more provisions of this Section 6 are for any reason held invalid
or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary to make it
or its application valid and enforceable.
7. Counterparts.
This Award Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile or portable
document format (.pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the
same instrument.
8. Electronic
Signature. This Award Agreement may be executed by the Director and the Company by manual signature or by means of electronic or digital
signatures. The Director agrees that clicking "I Accept" (or a tab of similar intent) in connection with or response to any
electronic communication or other medium has the effect of affixing the Director’s electronic signature to this Award Agreement.
If required to be executed by electronic or digital signature, this Award of DSUs shall be forfeited if the Director does not so execute
this Award Agreement prior to the deadline set forth in the electronic transmission of this Award Agreement.
9. Certain
Treatment for Directors Subject to U.S. Taxation. If the Director is subject to U.S. taxation, the settlement of DSUs into Shares
(in accordance with Section 3, above) shall trigger ordinary taxable income to the Director.
10. Certain
Treatment for Directors Subject to Canadian Taxation. If the Director is subject to Canadian taxation, as determined in the reasonable
discretion of the Administrator, the settlement of DSUs into Shares shall occur after a loss of office or employment as contemplated by
subsection 6801(d) of the regulations under the Income Tax Act (Canada) but no later than the end of the first calendar commencing
thereafter.
[SIGNATURES ON NEXT PAGE]
-2-
By the Director’s signature
and the signature of the Company’s representative, the Director and the Company agree that the DSUs granted herein are governed
by the terms and conditions of this Award Agreement and the Plan.
PERPETUA RESOURCES CORP.
DIRECTOR
Name:
By:
Its:
Print Name:
Dated:
Dated:
-3-
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 10
v3.26.1
Cover
Jun. 04, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jun. 04, 2026
Entity File Number
001-39918
Entity Registrant Name
Perpetua Resources Corp.
Entity Central Index Key
0001526243
Entity Tax Identification Number
98-1040943
Entity Incorporation, State or Country Code
A1
Entity Address, Address Line One
405 S. 8th Street
Entity Address, Address Line Two
Ste. 201
Entity Address, City or Town
Boise
Entity Address, State or Province
ID
Entity Address, Postal Zip Code
83702
City Area Code
208
Local Phone Number
901-3060
Written Communications
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Soliciting Material
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Pre-commencement Tender Offer
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Pre-commencement Issuer Tender Offer
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Trading Symbol
PPTA
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
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Cover page.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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Address Line 2 such as Street or Suite number
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Name of the City or Town
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Code for the postal or zip code
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Name of the state or province.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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Two-character EDGAR code representing the state or country of incorporation.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Name of the Exchange on which a security is registered.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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