otherwise terminate, or become unexercisable without having been exercised or which are forfeited to or
repurchased by us due to failure to vest will again become available for grant under the 2018 LTIP. Additionally, shares that are withheld by Coeur in satisfaction of tax withholding with respect to an award other than stock options or SARs, and
any shares of common stock underlying awards settled in cash will also become available for grant under the 2018 LTIP. Any shares of common stock that again become available for grant shall be added back as one share if such shares were subject
to options or stock appreciation rights, and as 1.5 shares if such shares were subject to awards other than options or stock appreciation rights.
Notwithstanding the foregoing, shares of common stock subject to an award may not again become available for
grant under the 2018 LTIP (and will not be added to the 2018 LTIP in respect of awards under the Prior Plan) if such shares are: (i) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement
or net exercise of such stock appreciation right, (ii) shares delivered to or withheld by Coeur to pay the exercise price of an option, (iii) shares delivered to or withheld by Coeur to pay the withholding taxes related an option or stock
appreciation right, or (iv) shares repurchased on the open market with the proceeds of an option exercise.
Administration
The 2018 LTIP is administered by the CLD Committee, which has the authority to, among other things, interpret
the 2018 LTIP, determine eligibility for, grant and determine the terms of awards under the 2018 LTIP, and to do all things necessary or appropriate to carry out the purposes of the 2018 LTIP. The CLD Committee’s determinations under the 2018
LTIP are conclusive and binding.
Individual Limits
The maximum number of shares for which awards may be granted under the 2018 LTIP to any person in any calendar
year is 1,500,000 shares. The maximum cash amount payable pursuant to an incentive opportunity granted in any calendar year to any person under the 2018 LTIP is $10,000,000. These individual award limits apply to both awards granted after such
approval of the 2018 LTIP and to awards outstanding as of the date of such approval.
Under the 2018 LTIP, the aggregate number of shares that may be subject to awards granted during any calendar
year to any one non-employee director (other than the Chairman of the Board) cannot exceed that number of shares having a fair market value on the date of grant equal to $200,000. Under the 2018 LTIP, the aggregate number of shares that may be
subject to awards granted during any calendar year to the Chairman of the Board or Lead Director cannot exceed that number of shares having a fair market value on the date of grant equal to $400,000.
The maximum number of shares of common stock that may be issued in satisfaction of the exercise or surrender
of ISOs granted under the 2018 LTIP after January 1, 2021 is 18,711,208 shares.
Types of Awards
The 2018 LTIP provides for grants of options, SARs, restricted stock, restricted stock units, performance
shares, and incentive opportunities. Dividend equivalents may also be provided in connection with awards under the 2018 LTIP, except in the case of an award of options or SARs, for which dividend equivalents will not be provided. In no event will
dividend equivalents become payable prior to the vesting of the underlying award to which such dividend equivalents relate.
Stock Options and SARs: The 2018 LTIP provides for the
grant of ISOs, non-qualified stock options (“NSOs”), and SARs. The exercise price of an option, and the base price against which a SAR is to be measured, may not be less than the fair market value (or, in the case of an ISO granted to a ten percent stockholder, 110% of the fair market value) of a share of common stock on the date of grant. Our CLD
Committee determines when stock options or SARs become exercisable and the terms on which such awards remain exercisable. Stock options and SARs will generally have a maximum term of ten years.
Restricted Stock: A restricted stock award is an award
of common stock subject to forfeiture restrictions.
Restricted Stock Units: A restricted stock unit award is
denominated in shares of common stock and entitles the participant to receive stock or cash measured by the value of the shares in the future.
Performance Shares: A performance share is an award of
restricted stock or restricted stock units that are subject during specified periods of time to such performance conditions and terms.
Incentive Opportunities: An incentive opportunity is an
award denominated in cash pursuant to which the participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period.