Sandstorm Gold : Performance Share PlanSchedule C (Plan Performance Share 2025)

Published: 2025-05-12 20:21:05 ET SSL.TO

Published on 05/12/2025 at 20:21

For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia) or its successor, as amended from time to time;

"Affected Participant" means, in connection with a Change of Control, each Participant;

"Associate", where used to indicate a relationship with any person or company, means: (i) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company; (iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person;

"Blackout Period" means a period of time imposed by the Corporation, pursuant to the Corporation's policies, upon certain designated persons during which those persons may not trade in any securities of the Corporation;

"Board" means the Board of Directors of the Corporation;

"Business Day" means any day that is not a Saturday, Sunday or holiday (as defined in the

Interpretation Act (Canada) in Vancouver, British Columbia;

"Cash Consideration" has the meaning ascribed thereto in Section 3.02;

"Change of Control" means the occurrence of any one or more of the following events:

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

the sale, exchange or other disposition to a person other than an affiliate of the Corporation of all, or substantially all of the Corporation's assets;

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

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

any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

"Code" means the United States Internal Revenue Code of 1986, as amended;

"Committee" means the Directors or, if the Directors so determine in accordance with Section 2.03 of the Plan, a committee of the Directors authorized to administer the Plan, which may include any Compensation Committee of the Board;

"Corporation" means Sandstorm Gold Ltd., a corporation organized under the Act and includes any successor corporation thereof;

"Designated Affiliate" means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

"Directors" means the Board of Directors of the Corporation from time to time;

"Earned Performance Share Rights" means, with respect to section 3.09, Change of Control, in this Plan, the applicable number of vested and earned Performance Share Rights for each relevant Participant as determined by the Committee in accordance with section 3.09(b) of the Plan;

"Eligible Employee" means an employee of the Corporation or of a Subsidiary, and includes an officer of the Corporation or a Subsidiary, but excludes a Director of the Corporation or a Subsidiary who is not also an employee the Corporation or a Subsidiary ("Non-Employee Director");

"Grant Date" means the effective date of each grant of Performance Share Rights under this Plan by the Committee to a Participant and specified in the applicable Grant Agreement (as defined in this Plan);

"Involuntary Employment Action" means, with respect to section 3.09, Change of Control, in this Plan, the termination of the Participant's employment with the Corporation or a Subsidiary of the

Corporation, as applicable, which, subject to applicable employment standards legislation, shall be deemed effective on the earlier of: (i) the last day worked by the Participant; and (ii) the date of termination of the Participant's employment as set out in the written notification of termination, each as determined by the Corporation or Subsidiary, as applicable;

"Involuntary Redemption Date" means, with respect to section 3.09, Change of Control, in this Plan, the Trading Day that is immediately prior to an Involuntary Employment Action;

Statement of Executive Compensation, as amended;

"Participant" for the Plan means each Eligible Employee to whom Performance Share Rights are granted or have been granted under this Plan. For greater certainty, non-executive members of the Board shall not participate in this Plan;

"Payout Percentage" means, with respect to section 3.09, Change of Control, in this Plan, the percentage determined by the Committee in accordance with a Participant's Grant Agreement and the performance criteria set by the Committee on the Grant Date and used in the calculation of the Earned Performance Share Rights of such Participant;

"Performance Conditions End Date" means the last day of the Restricted Period for any Performance Share Right, including where such Restricted Period has been shortened or amended pursuant to the terms of the Plan;

"Plan" means this Performance Share Plan, as may be amended from time to time;

"Performance Share Rights" has such meaning as ascribed to such term at Section 3.02 of this Plan;

"Performance Shares" means the Shares issuable in satisfaction of Performance Share Rights;

"Person" or "person" includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization;

"Restricted Period" means any period of time that a Performance Share Right is not exercisable and the Participant holding such Performance Share Right remains ineligible to receive Performance Shares, determined by the Committee in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Committee, including but not limited to circumstances involving the death or disability of a Participant;

"Retirement" in respect of a Participant means the Participant ceasing to be an Eligible Employee, after attaining a stipulated age in accordance with the Corporation's normal retirement policy or earlier with the Corporation's consent;

"Retirement Date" means the date that a Participant ceases to be an Eligible Employee, due to the Retirement of the Participant;

"Shares" means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of this Plan;

"Subsidiary" means a Person (other than an individual) which is controlled, directly or indirectly, by the Corporation, whether as a result of registered or beneficial ownership of a majority of the voting securities of such Person, a contractual arrangement or otherwise;

"Termination" means: in the case of an Eligible Employee, the termination of the employment of the Eligible Employee with or without cause by the Corporation or a Designated Affiliate or the cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of the resignation or otherwise, other than the Retirement, of the Eligible Employee; for greater certainty, in each case, other than for death or disability of a Participant;

II. "Trading Day" means any date on which the relevant stock exchange is open for the trading of the Shares;

"TSX" means the Toronto Stock Exchange or any successor thereto;

"TSX Policies" means the policies included in the TSX Company Manual and "TSX Policy" means any one of them;

"U.S. Taxpayer" means any Participant who is, at the relevant time, subject to Section 409A of the Code; and

"Vesting Date" means the date on which a Performance Share Right vests in accordance with the terms and conditions of the applicable Grant Agreement and the terms and conditions of the Plan.

Securities Definitions: In the Plan, the term "affiliate" shall have the meaning given to such term in the Securities Act (British Columbia).

(ii) encouraging stock ownership by key eligible Participants; and (iii) providing compensation opportunities to attract, retain and motivate key eligible Participants, it being generally recognized that such plans aid in attracting, retaining and encouraging such persons due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board or the Committee with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not, by virtue of this Plan, be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital, or varying or amending its share capital or corporate structure.

It is intended that this Plan and the Grant Agreements (as defined below) and the payments thereunder will comply with or be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent this Plan and such agreements are subject thereto, and this Plan and such agreements shall be interpreted on a basis consistent with such intent. If an amendment of this Plan and such agreements is necessary in order for it to comply with or be exempt from Section 409A of the Code, the Committee will adopt any such amendment in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act by the Committee shall subject the Corporation to any claim, liability, or expense and the Corporation shall not have any obligation to indemnify or otherwise protect any person from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three (3) Directors, which may include any Compensation Committee of the Board

the name and address of each Participant in the Plan;

the number of Performance Share Rights granted to each Participant under the Plan;

any and all adjustments made to Performance Share Rights granted to each Participant under the Plan;

the number of Performance Shares issued to each Participant under the Plan and the date of such issuance; and

any other information which the Corporation considers appropriate to record in such register.

Global Combined Maximum Limit: Commencing effectiveJanuary 1, 2025, at no time shall the number of Shares which have been reserved for issuance under Performance Share Rights which have been awarded by the Corporation and areOUTSTANDING under this Plan from time to time,combined with awardsOUTSTANDING from time to time under all of the Corporation's other previously established or proposed share based compensation arrangements, exceed that number which is equal to6.0% of the Corporation's issued and outstanding Shares from time to time.

Any Shares subject to a Performance Share Right which have been awarded under the Plan and which have been cancelled or terminated in accordance with the terms of the Plan without the applicable Restricted Period(s) having expired will again be available for issuance under the Plan.

Disclaimer

Sandstorm Gold Ltd. published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2025 at 00:20 UTC.