{"id":38782,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-s-stock-award-plan-newmont-mining-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-s-stock-award-plan-newmont-mining-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/director-s-stock-award-plan-newmont-mining-corp.html","title":{"rendered":"Director&#8217;s Stock Award Plan &#8211; Newmont Mining Corp."},"content":{"rendered":"<pre>                           NEWMONT MINING CORPORATION\n\n                           DIRECTORS' STOCK AWARD PLAN\n                  AMENDED AND RESTATED AS OF NOVEMBER 18, 1998\n\n         1. PURPOSE. The Directors' Stock Award Plan ('Plan') is intended to (a)\nattract and retain highly qualified individuals to serve as directors of Newmont\nMining Corporation (the 'Company'), (b) increase non-employee directors' stock\nownership in the Company and (c) align non-employee directors' financial\ninterests more closely with those of the stockholders of the Company.\n\n         2. PARTICIPANTS. Participants in the Plan shall consist of directors of\nthe Company who are not employees of the Company or any of the Company's\nsubsidiaries. The term 'subsidiary' means a corporation more than 50% of the\nvoting stock of which is owned directly or indirectly by the Company.\n\n         3. (a) SHARE AWARDS. On the date of the Annual Meeting of Stockholders\nof the Company (the 'Annual Meeting') in each year, commencing in 1999, each\nnon-employee director of the Company who is elected or re-elected at such Annual\nMeeting shall receive, for service as a director of the Company previously\nrendered and to be rendered during the year in which such Annual Meeting is\nheld, shares of Common Stock of the Company (the 'Common Stock') in the\nDetermined Amount. If a person who is not an employee of the Company is elected\na director of the Company in any year after the Annual Meeting held in such\nyear, then such person shall receive on the effective date of such person's\nelection as a director of the Company, for service as a director of the Company\nto be rendered during the relevant year, shares of Common Stock in the\nDetermined Amount. The term 'Determined Amount' shall mean an amount (rounded\ndown to the nearest whole share) equal to (a) $25,000 divided by (b) the Fair\nMarket Value on the applicable Determination Date. The term 'Fair Market Value'\nof a share of Common Stock as of a given date shall be the average of the high\nand low sales prices for a share of Common Stock as reported for New York Stock\nExchange issues in The Wall Street Journal for such date; provided, however,\nthat if there is no sale of shares of Common Stock reported in The Wall Street\nJournal for such date, such fair market value shall be the average between the\nbid and asked prices for a share of Common Stock reported in The Wall Street\nJournal at the close of trading on such date; provided further, however, that if\nno such prices are reported for such day, the most recent day for which such\nprices are available shall be used. In the event that the method for determining\nthe fair market value of a share of Common Stock provided for in the previous\nsentence shall not be practicable, then such fair market value shall be\ndetermined by such other reasonable valuation method as the Company shall, in\nits reasonable discretion, select and apply in good faith as of the given date.\nThe term 'Determination Date' shall mean (a) in the case of a person who is\nelected a director of the Company at an Annual Meeting, the day immediately\npreceding the day of such Annual Meeting and (b) in the case of a person who is\nelected a director of the Company in any year after the Annual Meeting, the day\nimmediately preceding the effective date of such person's election as a director\nof the Company.\n\n\n\n\n            (b) A director may forego any award under the Plan for any year by\ngiving irrevocable written notice to such effect to the Secretary of the Company\non or before December 31 of the preceding year or, in the case of awards to be\nmade to a person on the effective date of such person's election as a director\nof the Company, on or prior to such effective date. A director shall not be\nrequired to make any payment for any shares of Common Stock issued under the\nPlan. Subject to Section 6, a director participant in the Plan shall have full\nbeneficial ownership of, and rights and privileges of a shareholder as to\nawarded shares, including the right to vote and the right to receive dividends.\n\n         4. ADJUSTMENTS. If the outstanding Common Stock shall at any time be\nchanged or exchanged by exchanges of shares, recapitalization, merger,\nconsolidation or other corporate reorganization in which the Company is the\nsurviving corporation, the class of shares thereafter to be issued under the\nPlan shall be appropriately and equitably adjusted.\n\n         5. SHARES ISSUED UNDER PLAN. Common Stock issued under the Plan shall\nbe newly issued shares.\n\n         6. TRANSFER RESTRICTIONS. The shares of Common Stock received by a\nparticipant pursuant to the Plan may not be sold, transferred, pledged, assigned\nor otherwise encumbered or disposed of by such participant until the earliest of\n(a) the expiration of five years after the date of the receipt of such shares by\nsuch participant, (b) the date such participant ceases to be a director of the\nCompany by reason of death or disability, or (c) the later of (x) the date such\nparticipant ceases to be a director of the Company for any reason other than\ndeath or disability or (y) the expiration of six months after the date of the\nreceipt of such shares by such participant; provided, however, a participant (i)\nmay sell, transfer or assign shares of Common Stock received by such participant\npursuant to the Plan to members of his or her immediate family (as defined\nbelow) sharing the same household ('Immediate Family Members'), or a trust,\npartnership, limited liability company, corporation (including a personal\nholding company) or similar vehicle established solely for the benefit of, or\nthe partners, members or shareholders of which are solely, the participant\nand\/or any such Immediate Family Members (an 'Eligible Transferee') or (ii) may\ndirect the Company, by written notice delivered to the Secretary of the Company\nprior to the date of issuance of any shares of Common Stock that such\nparticipant is entitled to receive pursuant to the Plan, to issue such shares in\nthe name of, and to deliver such shares to, an Eligible Transferee of such\nparticipant, provided that, in the case of clause (i) or (ii), the foregoing\nrestrictions on transfer shall apply to such Eligible Transferee. The term\n'immediate family' shall mean any child, stepchild, grandchild, parent,\nstepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,\nson-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include\nadoptive relationships. Upon receiving an award of shares of Common Stock\npursuant to the Plan, a participant may be required to represent in writing that\nsuch shares are being acquired for such participant's account for investment and\nnot with a view to, or for sale in connection with, the distribution of any part\nthereof. In addition, the shares of Common Stock received by a participant\npursuant to the Plan may not be sold, transferred, pledged, assigned or\notherwise encumbered or disposed of except pursuant to an available exemption\nfrom the registration requirements of the Securities Act of 1933, as amended.\n\n\n                                      -2-\n\n\nCertificates for shares delivered under the Plan may include any legend which\nthe Company deems appropriate to reflect any or all of the foregoing\nrestrictions on transfers.\n\n         7. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to\ndeliver shares of Common Stock under the Plan shall be subject to all applicable\nlaws, rules and regulations and such approvals by any governmental agencies or\nregulatory authorities as may be required or be deemed necessary or appropriate\nby counsel for the Company.\n\n         8. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in the Plan\nshall be deemed to confer upon any person any right to continue as a director of\nor to be associated in any other way with the Company.\n\n         9. GOVERNING LAW; AMENDMENTS. The Plan shall be construed in accordance\nwith the law of the State of Delaware and may be amended or terminated at any\ntime by action of the Board of Directors of the Company.\n\n\n\n                                      -3-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8347],"corporate_contracts_industries":[9483],"corporate_contracts_types":[9539,9543],"class_list":["post-38782","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newmont-mining-corp","corporate_contracts_industries-materials__metals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38782","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38782"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38782"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38782"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38782"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}